TRUE : FORM 56-1 For the Year 2006 by True Corporation Public Company Limited

(Translation) Annual Registration Statement (Report form 56-1) For the Year 2006

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

107

9.5

Personnel

108

10. Internal Controls

111

11. Connected Transactions

112

12. Financial Status and Performance

124

12.1 Company’s Auditors and Significant Accounting Policies

124

12.2 Summary of Financial Statements

125

12.3 Financial Ratios

128

12.4 Management’s Discussion and Analysis

129

12.5 Audit Fees

141

13. Other Related Information

Part III

142

Appendix 1: Information of Directors and Executive Officers

143

Appendix 2: Information of Director of Subsidiaries

156

Acknowledgement of the correctness of the information

162

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 Public Company Limited 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 Public Company Limited or “CAT”). True is integrated communications provider, offering a full range of voice, video and data services. We are Thailand’s largest provider of dial-up and consumer broadband Internet, the largest pay-TV provider, the largest fixed-line phone operator in the Bangkok Metropolitan Area (BMA), a leading online game provider and the country’s third-largest mobile phone operator. Our vision is to become Thailand’s leader in convergence lifestyle. We aim to achieve this by offering our customers convenient “anytime/anywhere” access to information, knowledge and entertainment that match with their lifestyle while creating value for our organization, our employees and our shareholders. In 2006, we made impressive progress towards realizing this vision, fulfilling our customers’ lifestyle needs and establishing a strong base for future growth. We now offer a wide range of bundling packages for True products and services across our voice, video and data platforms, marketed under the “True” umbrella brand. This will differentiate ourselves apart from our competitors, help us obtain greater market share and lower churn rates. True is now one of Thailand’s leading lifestyle brands.

2006 Highlights x x x x x x x

Consolidated service revenue Bt 50.4 billion (+21.7%) Consolidated EBITDA Bt 16.9 billion (+7.8%) True Move rebranded and added a record 3.1 million subscribers Consumer Broadband posted record revenue and subscriber growth TrueVisions (formerly UBC) successfully integrated into the Group Group balance sheet strengthened with significant debt repayment True Group lifted its subscribers/households to more than 11 million, including: 7.58 1.98 0.85 0.56 0.35

million million million million million

mobile phone (True Move) subscribers fixed-line phone subscribers Internet and broadband subscribers pay-TV (True Visions) subscribers WE PCT subscribers

While the True group saw many opportunities for growth in 2007, there were a number of general and specific factors that could impact the Company’s performance and that of its subsidiaries. Please see details in “Risk Factors” in Part II

TRUETB: Executive Summary

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The True group’s products and services could be classified into 3 major categories as follows: 1) Wireline (Fixed line and Value Added Services) 2) Wireless (PCT and Mobile Phone) 3) Pay - TV Consolidated and Company Balance Sheets and Financial Highlights as at 31st December 2006 are as follows: - Total assets Baht 122,956 million - Total liabilities Baht 115,556 million - Total shareholders’ equity Baht 7,400 million - Net profit (loss) Baht (4,180) 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. 0107536000081 Home Page: www.truecorp.co.th (Formerly registration no. Bor Mor Jor 82) 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 sees many opportunities for growth in 2007, there are a number of general and specific factors that could impact 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 experienced intense price competition since 2005, resulting in tariff reductions and declines in ARPU and margin. Our blended ARPU for True Move declined by 10 percent in 2005 (from Baht 437 in 2004 to Baht 393) and by 26 percent in 2006 (to Baht 292). The increase in subscriber additions and increase in usage we experienced following this period of intense price competition required us to make additional capital expenditures to alleviate congestion and expand our network capacity. Our EBITDA margin in 2006 declined to 21.4 percent (from 23.4 percent in 2005). In addition, if the National Telecommunication Commission (NTC) allows telecom operators to launch additional services, introduces number portability or grants telecom licenses to new operators it may create more competition in the market. Recent changes of ownership in our key competitors may also expose us to competition from foreignowned operators with more experience in other competitive markets and greater financial resources than we enjoy. However, we believe that price competition in the mobile phone market will decline after the implementation of the interconnection regime in 2007 because each operator will have a cost burden of connecting to other networks and major mobile operators with market share of higher than 25 percent cannot set their tariffs lower than their costs. This is in line with the NTCâ&#x20AC;&#x2122;s 2006 regulation combating monopolies and unfair competition in operating telecom businesses. The three major mobile operators have already signed interconnection agreements. In the broadband Internet market, we face competitors ranging from start-up Internet companies to multinational companies, whose applications for ISP licenses were approved by the National Telecommunication Commission (NTC) in 2005. At the beginning of 2006 the NTC granted a fixed-line license to TT&T Broadband Company Limited. TT&T could provide fixed line and broadband Internet services nationwide, thereby intensifying competition. In addition, Trueâ&#x20AC;&#x2122;s wireline business will face indirect and growing competition from mobile phone businesses and Voice over Internet Protocol (VoIP) services, whose tariffs are lower than those for traditional wireline services. We expect competition to remain intense, but we believe True is well positioned to meet this competition given our leadership position through our ability to provide fully integrated services together with the strength of our brand. True Move has captured one third of the subscriber additions in the Thai mobile market every year since 2004 and True Group still maintains its market leadership in Internet and Consumer Broadband TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

due to the advantages of having a modern fixed-line network suitable for providing these services. True and its subsidiaries have applied for new licenses to take advantage of new opportunities offered by regulatory reform. At the time of writing, we have been granted an ISP license, an international Internet gateway license, a public phone license, a fixed-line license and International Direct Dialing (IDD) license.

Rapid technological change could also adversely affect the viability of True’s business and make its current 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 (WiMax), and number portability services. In order to respond successfully to emerging industry trends, we may be required to make substantial capital expenditure given the industry’s capital intensive nature. But if we do not invest in the new technology it will lower our competitiveness. 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 the 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 damage to a number of cell sites as a result of the violence. Incidents such as these, over which we have no control, may continue to have an impact on our business. 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 Organizations Allocating Frequency Waves and Supervising Radio and Television Broadcasting and Telecommunications Business Act, or TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 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. From its establishment to the end of 2006, the NTC has issued regulations prescribing, among other things: (1) licensing requirements for the various defined categories of telecommunications services; (2) eligibility requirements and application procedures for the three categories of telecommunications licenses available in Thailand; (3) interim regulations for allocating telephone numbers; (4) the change of mobile phone numbers from 9-digits to 10-digits; (5) anti-monopoly and unfair competition rules; (6) the interconnection regulation; (7) procedures for receiving and considering subscribers’ complaints; (8) standard of telecommunications service contracts; and (9) price caps and prepaid collection The NTC is expected to issue a number of additional policies and regulations in 2007 that may have a significant impact on our business. Delays in the organization of the National Broadcasting Commission (NBC), a separate regulator for radio, television and other broadcasters, may prevent the NTC from issuing licenses for new telecom services that require the allocation and management of radio frequency including mobile phone business. If True Move does not get the NTC’s license before the concession contract expires in September 2013, the company will not be able to continuously pursue its business and this will strongly impact True Group’s financial status and performance because it is our core business (True Move’s revenue accounted for 44 percent of True Group total revenue in the year 2006). It is also possible that policies imposed by the NTC may adversely affect True’s operating costs and/or increase competition in the sectors in which we operate. The NTC’s interim telecommunications license fee regulation sets 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, 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, True will apply for new licenses offered by the NTC. Apart from the above risks the company may face some impacts from the uncertainties surrounding new government policies after the changes on Thailand’s political front. In January 2007 the Cabinet approved a proposal made to the Council of State to consider the legal issues regarding the Private-Public Joint Venture Law B.E. 2535: whether the concession contracts between state-owned enterprises and private telecom operators are in accordance with the Law or not. There is a possibility that our concession contracts may be amended or cancelled before we are granted relevant NTC licenses. If the concession contracts are cancelled, True Group (and its subsidiaries) may be at risk TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

because it could not continue its business, which could affect True Groupâ&#x20AC;&#x2122;s financial status. Also, in January 2007, the Cabinet endorsed the zero rate excise tax and ended the 2003 resolution that imposed excise tax of 2 percent and 11 percent for fixed-line phone and mobile phone operators, respectively. The 2003 resolution allowed private telecom operators to deduct part of their concession fees to be paid as excise tax directly to the government, before sharing the remaining fee with their concession owners. The zerorate excise tax will allow TOT and CAT to receive full concession fees, while the total regulatory fees of the private telecom firms have remained unchanged. True will continue to play an active role in discussions with the NTC and the ICT Ministry regarding the telecommunication industryâ&#x20AC;&#x2122;s regulatory environment and to advocate free-and-fair competition on a level playing field.

TOT and/or CAT may initiate legal proceedings against True Move after True Move signing the interconnection charge agreements and ceasing to pay access charges to TOT. This may result in an increase in our expenses and True Move subscribers may experience interrupted service when attempting to contact TOT subscribers. True Move operates its mobile phone business under a CAT concession contract and is signatory to an access charge agreement resulting in True Move paying Baht 200 per subscriber per month to TOT for post paid subscribers and paying 18 percent of its revenue to TOT for prepaid subscribers. In addition, we have to make a revenue sharing payment of 25 percent of net revenue after the access charge payment to CAT. In May 2006 the NTC announced its Interconnection Regulation which stipulated that telecommunications operators who have telecommunication networks are required to allow other operators to access their networks in compliance with the procedure specified in the Interconnection Regulation. The regulation sets a new interconnection system whereby interconnect charges will reflect actual network usage by each operator. Under this interconnection regulation, operators are also required to enter into agreements with one another to establish interconnection charge rates, which are based on cost. On November 17, 2006 True Move signed an interconnection contract with DTAC (Total Access Communications) with the contract taking immediate effect. On January 16, 2007 True Move signed an interconnection contract with AIS (Advanced Info Service) which indicated the start of interconnect charges on February 1, 2007, or April 1, 2007 at the latest, if there is any delay as a result of a technical issue. Following the entry into the interconnection charge agreement with DTAC, True Move ceased its payment of access charges under the access charge agreement with CAT and TOT as it believes that, following the introduction of the interconnection regime, it is no longer bound by or legally able to make payments under the access charge agreements. On 17 November 2006 True Move wrote to CAT and TOT informing them that it would cease paying access charges on the basis that the rate and collection of access charges under the agreement were contrary to the law. True Move also asked TOT to enter an interconnection charge agreement in compliance with the law, or to temporarily apply the provisional rate announced by the NTC while negotiations on an agreement with TOT proceeded.

TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

As a result of the cessation of access charge payments by True Move, on 23 November 2006 TOT issued a letter stating that True Move was not entitled to connect its network with TOT’s network because it was not a telecommunications licensee, as granted by the NTC, and did not have its own telecommunications network. TOT also disputed that the Access Charge Agreement did not violate any law and that the rate and collection of access charge under the Access Charge Agreement continued to apply. TOT and/or CAT could also initiate legal proceedings against True Move. If we are not successful in resolving this issue in our favor, in addition to a penalty equal to 100 percent of any access charges CAT may have paid to TOT on our account and interest thereon, we may be required to pay both new interconnection charges as well as existing access charges, which will result in a material increase in our costs. If True Move is required to pay access charges by court order for the period from 18 November 2006 to 31 December 2006, True Group would be liable to accrue additional access charges of Baht 455.6 million, or Baht 204.3 million, net of revenue sharing paid to CAT. (See Note 22 to the Consolidated Financial Statements.) In addition, TOT has threatened not to integrate True Move’s 1.5 million new phone numbers, allocated by the NTC to its system, meaning that TOT subscribers would not be able to call True Move subscribers with those 1.5 million phone numbers. True Move filed a lawsuit with the Central Administrative Court requesting an injunction and on January 26, 2007 the Court ordered TOT to connect its network with True Move’s new numbers so that subscribers of TOT and True Move could communicate with each other. On January 30, 2007 TOT appealed the Court order to the upper court whose decision was still pending at the time of writing. However, TOT connected its network with True Move new numbers from March 2, 2007. 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 and CAT. A dispute with either TOT or CAT over compliance with a concession agreement could affect the ability of True and its subsidiaries to conduct business. Our fixed line concession could be cancelled by TOT if True violates laws relating to public or national security, is placed under receivership by a court in a bankruptcy case, or willfully and continually breaches a concession agreement in any material respect. However, TOT must submit the case to the Arbitration Tribunal for adjudication before it can cancel the concession agreement with True. Under the revenue sharing provisions of True’s fixed line concession, TOT collects all of True’s fixed line revenues from subscribers within True’s network 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). As well as being True’s concession grantors, TOT and CAT are also our competitors. This has and could continue to lead to disputes between True and TOT and between True and CAT. Previously TOT and True have brought some disputes to the Administrative Court and the Arbitration Tribunal for adjudication. We may not be able to successfully

TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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. (See Notes to the Consolidated and Company Financial Statements No. 38 related to “Litigation and Arbitration Disputes”.) Risks relating to financial situation

Our operations are at risk due to our high debt levels and are restricted by debt and other financial agreements. Exchange rate and interest rate movements may increase our interest payments and other financial obligations. True Group and its subsidiaries have high debt levels and may be at risk of failing to find funding each year to repay principal and interest. However, we would be able to negotiate with our creditors or raise new loans to repay existing loans and adjust our principal repayments to suit our cash flow. True’s operation is limited by a number of debt and other financial agreements. These agreements could prohibit True from exploiting good business opportunities or lead to accelerated debt repayment if some of the debt covenants are not in line with those indicated by the financial agreements or if TOT cancels the concession agreement with True. However, TOT must seek an arbitration decision in order to cancel the concession agreement. True is subject to exchange rate fluctuations, which could increase principal, interest payments and capital expenditure. As of December 31, 2006 approximately 40 percent of True Group’s consolidated liabilities were denominated in foreign currencies, most of which was denominated in US Dollars. In the year 2006, True had consolidated capital expenditure of approximately Bt 9.5 billion, 31 percent of which was in foreign currencies. True has put in place hedging tools to reduce its exposure to exchange rate fluctuations, for 87 percent of a USD 160 million loan belonging to True Move and 100 percent of a USD 200 million long-term loan for the TrueVisions (formerly UBC) acquisition as well as 100 percent of a True Move bond of USD 465 million issued in December 2006. In addition, True had also entered into interest rate swap that hedged foreign exchange exposure on interest payments for the maturity of all US Dollar loans and reduced interest rate exposure. As a result, the US Dollar interest rates for these US Dollar loans were converted into Thai Baht fixed rates. However, there is no hedging in place for the Japanese Yen-denominated deferred payment note of Bt 3.4 billion, which matures from 2014 to 2017. As at the end of December 2006, of True’s total consolidated debt (excluding finance leases), approximately 49 percent is subject to floating interest rates, excluding a portion that has been hedged to fix the interest rates. However, interest rates on part of True Move’s debt will reduce over time if it is able to achieve the conditions set out in its loan agreement.

TRUETD: Risk Factors

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

We may not be able to pay a dividend to shareholders in the near future. As at the end of 2006, True reported a net loss of Baht 4.2 billion with a retained loss of Baht 44.2 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.

Risks relating to the TrueVisions (formerly UBC) acquisition.

We may not realize the anticipated benefits of the integration of TrueVisions (formerly United Broadcasting Corporation Public Company Limited or UBC), and we may share a number of risks associated with the TrueVisions business. We believe that we will accrue a number of benefits from the acquisition of TrueVisions, 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 other things, commitment of time and focus by 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 TrueVisions business, including, among others, the following:

x TrueVisions operates under a 25-year Build-Transfer-Operate concession granted by Mass Communication Organization of Thailand (MCOT). The pay-TV contract under the satellite system will expire in September 2014 and the cable-TV contract will expire in December 2019. If TrueVisions is not granted new licenses under the new regulations before the concession contracts expire TrueVisions may be at risk of not being able to continue its business which may affect the financial status of TrueVisions and True Group.

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

x Unauthorized access to TrueVisions’ programming signals is difficult to prevent and will adversely affect its results of operations, cash flow and programming arrangements.

x TrueVisions’ core pay-television business is susceptible to new competitors and indirect competition that could reduce its market share and cause its operations and cash flow to suffer.

x TrueVisions 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 Corporation Public Company Limited 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, we rebranded under the ‘‘True’’ name and adopted the security symbol “TRUE” with registered and paid capital of Baht 45,015 billion at the end of 2006. True is now one of the strongest brands in Thailand. True’s vision is to be the leader in convergence lifestyle. True’s mission is to allow customers to communicate with each other and access value, knowledge, information and entertainment as well as to create value for our organization, employees and shareholders. Our convergence lifestyle strategy differentiates True from other operators by providing a full range of communications solutions drawing on rich content to meet every customer’s lifestyle needs. Backed by Asia’s largest agro-conglomerate, the Charoen Pokphand Group (with a shareholding of approximately 30.4 percent, as of 31st December 2006), we have expanded our business from being a fixed-line provider to a total communications solutions provider by offering consumers, small and medium enterprises, and corporations a full range of voice, data and multimedia solutions customized to meet their needs. We are Thailand’s largest provider of Internet, consumer broadband Internet and pay-TV services, as well as the largest fixed-line service provider in BMA, a leading online game provider and the number three mobile phone operator in Thailand.

We operate five core businesses: x Mobile phone business under True Move (formerly TA Orange) x Online business under True Online (which consists of fixed-line phone service and its value-added services, DDN services, Internet and consumer broadband Internet services and WE PCT (Personal Communication Telephone)) x Pay-TV business (under TrueVisons, formerly UBC) x Digital commerce business under True Money x Digital content business under True Life We provide fixed-line phone services under a build-transfer-operate (BTO) concession with TOT Public Company Limited (TOT) to build, install, jointly operate and maintain a 2.6 million-line wireline network in the BMA for a period of 25 years, ending on October 2017. We received our first revenue from the operation of our wireline network in November 1992. We received additional approvals to provide value-added, public payphone and other services, and launched our WE PCT service in 1999, hi-speed data transmission services including ADSL and cable modem in 2001, and Wi-Fi services in 2003. In 2006 we were granted an International Internet Gateway license. TRUETE: Nature of Business

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

In October 2001, we acquired a 41.1 percent of equity interest in Bangkok Inter Teletech Public Company Limited (“BITCO”) (the parent company of TA Orange) expanding our business in Mobile Sector. Full commercial launch of TA Orange’s mobile telecommunications service in Thailand took place in March 2002. We gradually increased our shareholding in BITCO until currently (as of 31st December 2006), we increased our shareholding in BITCO to 93.4 percent and began to fully consolidate the results of BITCO and TA Orange from the beginning of the fourth quarter of 2004. TA Orange was rebranded to “True Move” at the beginning of 2006. True Move operates a digital mobile telecommunications network based on the GSM (Global System for Mobile telecommunications) standard in the 1800 MHz frequency under a BTO concession with CAT Telecom, which is due to end in September 2013. During 2005 and 2006 True Group received licenses from the NTC to provide Internet service, Internet service via telephone or VoIP (Voice over Internet Protocol), public phone services, fixed-line phone services and Internet Gateway services. In January 2006, True purchased UBC shares from MIH and completed the tender offer for UBC shares held by the public in March 2006, allowing True to own 91.8 percent (Effective Holding) of UBC. True started to fully consolidate UBC’s results into True Group from the first quarter of 2006. UBC was rebranded to “TrueVisions” at the beginning of 2007. TrueVisions operates pay-TV services under a 25-year concession contract with the Mass Communications Organization of Thailand which is due to end on September 30, 2014 for services via satellite and on December 31, 2019 for services via cable. At the end of 2006, True Group had an annual turnover of more than Baht 50 billion, infrastructure investments of more than Baht 100 billion, and employed more than 10,000 staff.

Major Developments in 2006 January 2006 True launches “True Money Services”, a new generation online payment service allowing True Move customers to purchase goods or services and perform their financial transactions via mobile phone such as prepaid True Move, We PCT Buddy, Fun Card or Internet Kit topups. The service was later expanded to be used to make payments for non-True products and services, such as paying for services at Major Cineplex Group and other facility services as well as day-to-day financial transactions. These include transfers between True Money accounts, transfers to and from bank accounts to True Money accounts, and withdrawals from True Money accounts through the ATM network nationwide using True Money cards February 2006

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

TRUETE: Nature of Business

True Corporation Public Company Limited

March 2006

Annual Registration Statements (Report Form 56-1)

True completes UBC’s tender offer, a significant step forward in the Company’s vision to becoming a fully-integrated communications solutions provider by being a market leader in voice, data and video True launches IPTV services for its broadband customers

April 2006

UBC launches “UBC True Knowledge (Bronze) Package” for the mass market, changing its strategy after becoming a part of True Group True debuts Thailand’s first hi-speed Internet service via wireless broadband allowing customers in Nakhon Ratchasima to enjoy hi-speed Internet access without the need to install fixed telephone line or cables NC True introduces to the Thai market the critically-acclaimed online game Guild Wars True Digital Entertainment announces its co-operation with Dragonfly Inc. to bring “Special Force (SF)”, the Military FPS (First Person Shooting) online game from South Korea, into Thailand

May 2006

True launches “True Knowledge Package”, a high-speed Internet service at an affordable price for the mass market True launches “MPLS Data Networking Solution” via Multi-Protocol Label Switching (MPLS) technology to offer innovative and efficient communication technologies and services to meet our corporate and SME customers’ demands for converged networking solutions, with the ability to support converged services in the future

June 2006

True launches Wi-Fi by True Move at Siam Square making it the country’s first outdoor Wi-Fi zone. This offers a new wireless Hi-Speed lifestyle “Free Your Life” without limitations through Wi-Fi enabled devices such as mobile phones, PDAs, pocket PCs and notebooks. Further outdoor Wi-Fi zones were introduced on Silom Road and in the Thonglor area True Move completes phase four of its network expansion, raising its network coverage to 92% of the population, placing True Move on a par with its peers

July 2006

True announces a strategic partnership with major content provider GMM Digital Domain Co., Ltd. (GMMD) to launch the innovative Full Song Download service, offering unlimited downloads of full-length Grammy songs True strengthens its balance sheet and secures funding to support the growth of subsidiary True Move by raising Bt 3.4 billion via a private placement of 402 million shares, and also completes UBC’s long-term refinancing of USD 300 million

TRUETE: Nature of Business

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True launches TrueNetTalk to enable people to call anywhere in the world with clarity and affordability on the Voice over Internet Protocol (VoIP) platform True introduces TrueLife Plus, a unique bundled offer to leverage customers’ lifestyles, kicking off with the launch of the “UBC True Move Free View” package that allows consumers nationwide to view free, high-quality cable TV service from UBC; receive free True Move airtime; enjoy an innovative financial experience from True Money and upcoming campaigns under True’s Convergence Lifestyle strategy UBC launches the third season of UBC Academy Fantasia (UBCAF3) providing various viewing channels and special privileges such as free airtime for True Move customers August 2006

True Internet Gateway (formerly Sky Office), a subsidiary company of True Group, is awarded an International Internet Gateway license from the National Telecommunications Commission (“NTC”) True launches the True Life portal (www.truelife.com), which is part of the Company’s efforts to build online communities for those who share the same lifestyles or workstyles, and also opens a new TrueLife community at Thonglor as the first free hi-speed music download café in Thailand

September 2006 All mobile phone numbers switch to the new 10-digit number system, where the first “0” is replaced with “08” October 2006

True Group launches G-SQUARE, Thailand’s first 24-hour game channel, on UBC channel 55

December 2006 True Move successfully places USD 465 million of seven-year bonds with a bullet (one-time) payment to international investors to repay its Thai Baht debts and free up cash flow to support growth

Awards received in 2006 True received considerable recognition during 2006. This was a tribute to the hard work and ability of management and staff. Awards included the following: x True was named Thailand’s Most Innovative Company, and ranked as the nation’s seventh-most admired company, by readers of The Wall Street Journal Asia in the newspaper’s annual survey of Asia’s 200 most admired companies. Readers were asked to rank companies on five attributes: reputation, quality of products and services, management’s long-term vision, innovativeness in responding to customer needs, and financial soundness. (True’s major shareholder, CP Group, was named as the Thai company with the best long-term vision.)

TRUETE: Nature of Business

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x True was recognized as Tax Man of the Year by the Tax Research Center and Tax & Business Magazine. The award recognizes Thailand’s top corporate taxpayers for outstanding business growth, contributions to society and the country’s economy, corporate governance and excellent tax payment record. x True President and CEO Mr Supachai Chearavanont was named Telecom Man of the Year by the Information and Communications Technology Ministry “for heading the only Thai telecommunications company with convergence services, for his vision and endeavors to develop the country’s telecommunications industry, and for his contributions in encouraging knowledge and learning among the nation’s youth”. x Priew Magazine gave True President and CEO Mr Supachai Chearavanont the PRIEW Award (Business & Marketing) as one of 10 distinguished individuals chosen from six professions for their exceptional personalities and good social standing. x True was named Best Competitive Carrier for the third consecutive year in the Telecom Asia Magazine Awards. True was chosen on the basis of its financial status, market leadership, technology innovation and corporate governance. True was the only Thai operator nominated, and remains the only Thai carrier to have won any of Telecom Asia’s category awards. x True was recognized in the 22nd annual Good Safety & Health Company Awards from the Asia Pacific Occupational Safety & Health Organization (APOSHO). x True won the Good Welfare & Labor Company Award from the Ministry of Labor’s Department of Labor Protection & Welfare.

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) Wireline (Fixed line and Value Added Services) 2) Wireless (PCT and Mobile Phone) 3) Pay - TV

TRUETE: Nature of Business

INVESTMENT STRUCTURE OF TRUE GROUP CATEGORIZED BY PRODUCTS AND SERVICES As of 31 December 2006

TRUETE: Nature of Business

The group registration in foreign as follows :

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. <BVI> (99.99%), Chongqing Communication Equipment Co., Ltd. (38.21%), International Broadcasting Corporation (Cambodia) Co., Ltd. (64.25%)

Vehicle and building rental service True Properties Co., Ltd. 99.99 % True Leasing Co., Ltd. 99.99 % (formerly named True Fleet Management Co., Ltd.) Construction and Distributor Wire & Wireless Co., Ltd. 87.50 % Holding Company Business Telecom Holding Co., Ltd. 99.99 % Bangkok Inter Teletech PCL 93.36 % K.I.N. (Thailand) Co., Ltd. 99.99 % Nilubon Co., Ltd. 99.99 % MKSC World Dot Com Co., Ltd. 91.08 % Others Telecom Training and Development Co., Ltd. 99.99 % Thai Smart Card Co., Ltd. 15.76 % True Lifestyle Retail Co., Ltd. 99.99 % True Touch Co., Ltd. 99.99 % Asia Remanufacturing Industries Co., Ltd. 20.00 % NEC Corporation (Thailand) Co., Ltd. 9.62 % BeboydCg Co., Ltd. 70.00 % True Magic Co., Ltd. 99.99 % N&T Communication CO., LTD. 99.94 %

Other Business

True Visions Public Company Limited 91.79 % (formerly named United Broadcasting Corporation PCL) Cineplex Co., Ltd. 91.79 % Click TV Co., Ltd. 91.79 % True Visions Cable Public Company Limited 90.89 % (formerly named UBC Cable Network PCL) Satellite Service Co., Ltd. 89.19 % UBC Fantasia Co., Ltd. 46.81 %

Asia Wireless Communication Co., Ltd. 99.99 %

PCT

Pay - TV

Annual Registration Statements (Report Form 56-1)

NOTE : Non activities companies The group registration in Thailand as follows : 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. (93.30%), Internet KSC Co., Ltd. (91.05%), Online Advertising Goldsite Co., Ltd. (58.10%), Internet Shopping Mall Co., Ltd. (58.10%), Telecom KSC Co., Ltd. (34.39%) Red Media Co., Ltd. (91.79%), IBC Symphony (91.79%)

True Multimedia Co., Ltd. 91.08 % True Internet Co., Ltd. 99.99 % Asia Infonet Co., Ltd. 65.00 % True Digital Entertainment Co., Ltd. 99.99 % True Internet Data Center Co., Ltd. 70.00 % NC True Co., Ltd. 40.00 % Internet Knowledge Service Center Co., Ltd. 56.93 % KSC Commercial Internet Co., Ltd. 37.83 % True Internet Gateway Co., Ltd. 99.99 % (formerly named Sky Office Co., Ltd.)

Broadband and Internet

Wireline

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

True Multimedia Co., Ltd. 91.08 % True Corporation Public Company

Data Service

True Move Co., Ltd. 93.27 % True Distribution and Sales Co., Ltd. 93.30 % Samut Pakan Media Corporation Co., Ltd. 93.31 % True Money Co., Ltd. 99.99 %

True Public Communication Co., Ltd. 99.94 % (formerly named Chachoengsao Sky Network Co., Ltd.) True Universal Convergence Co., Ltd. 99.94 % (formerly named R & R COMMUNICATION CO., LTD.) True Corporation Public Company Limited

Fixed Line Service

Wireless

True Corporation Public Company Limited

NEC Corporation (Thailand) Co., Ltd.

59.99%

9.62%

K.I.N. (Thailand) Co., Ltd.

TRUETE: Nature of Business

91.79%

True Visions Public Company Limited (Formerly named United Broadcasting Corporation Public Company Limited)

Imperial Technological Management Services Public Company Limited

Telecom Equipment Manufacturing Co., Ltd.

2.92%

True Touch Co., Ltd.

Asia DBS Public Company Limited

89.99%

99.99%

True Multimedia Co., Ltd

91.08%

K.I.N. (Thailand) Co., Ltd. (Foreign Company)

True Lifestyle Retail Co., Ltd.

99.99%

Telecom Training and Development Co., Ltd.

99.99%

Asia Wireless Communication Co., Ltd.

99.99%

Tele Engineering and Services Co., Ltd.

True Properties Co., Ltd.

99.99%

Telecom Holding Co., Ltd.

99.99%

MKSC World Dot Com Co., Ltd.

True Visions Public Company Limited (Formerly named United Broadcasting Corporation Public Company Limited

True Money Co., Ltd.

Telecom International Co., Ltd.

True Money Co., Ltd.

Nilubon Co., Ltd. (Foreign Company)

True visions Cable Public Company Limited

UBC Fantasia Co., Ltd.

International Broadcasting Corporation (Cambodia) Co., Ltd.

70.00%

Satellite Service Co., Ltd.

(Formerly named UBC Cable Network Public Company Limited

51.00%

97.17%

99.34%

99.99%

IBC Symphony Co., Ltd.

99.99%

40.00%

15.76%

87.50%

99.99%

99.94%

93.36%

99.99%

Red Media Co., Ltd.

KSC Commercial Internet Co., Ltd.

Telecom KSC Co., Ltd.

Internet Shopping Mall Co., Ltd.

Online Advertising Goldsite Co., Ltd.

99.99%

66.39%

59.30%

96.50%

Chongqing Communication Equipment Co., Ltd.

99.99%

38.21%

99.99%

Click TV Co., Ltd.

Cineplex Co., Ltd.

Internet Knowledge Service Center Co., Ltd.

Internet KSC Co., Ltd.

TA Orient Telecom Investment Co., Ltd.

Telecom Asia (China) Co., Ltd.

Telecom International China Co., Ltd.

99.94%

99.99%

100.00%

62.50%

99.97%

99.99%

True Corporation Public Company Limited

INVESTMENT STRUCTURE OF TRUE GROUP CATEGORIZED BY DIRECT AND INDIRECT SHAREHOLDING As of 31 December 2006

Asia Wireless Communication Co.,

Bangkok Inter Teletech Public Company Limited

100.00%

99.99%

True Corporation Public Company Limited

indirect shareholding

70.00%

20.00%

True Internet Gateway Co., Ltd. (Formerly named Sky Office Co., Ltd.)

NC True Co., Ltd.

Thai Smart Card Co., Ltd.

Wire & Wireless Co., Ltd.

True Digital Entertainment Co., Ltd.

True Money Co., Ltd.

True Universal Convergence Co., Ltd. (Formerly named R&R Communication Co., Ltd.)

Bangkok Inter Teletech Public Company Limited

True Magic Co., Ltd.

True Leasing Co., Ltd. (Formerly named True Fleet Management Co., Ltd.)

True Internet Co., Ltd.

K.I.N. (Thailand) Co., Ltd.

True Public Communication Co., Ltd. (Formerly named Chachoengsao Sky Network Co., Ltd.)

N&T Communication Co., Ltd.

True Distribution & Sales Co., Ltd.

99.93%

True Move Co., Ltd.

Samut Pakan Media Corporation Co., Ltd.

Song Dao Co., Ltd.

direct shareholding

Asia Remanufacturing Industries Co., Ltd.

True Digital Entertainment Co., Ltd.

True Internet Data Center Co., Ltd.

Asia Infonet Co., Ltd.

BeboydCg Co., Ltd.

99.89%

99.94%

99.93%

70.00%

65.00%

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 Public Company Limited is Thailand’s only integrated telecommunications operator. We have more than 11 million subscribers to our services, which include the country’s largest broadband and dial-up Internet provider, Thailand’s dominant pay-TV provider TrueVisions (formerly UBC), the largest fixed-line phone operator in the BMA (Bangkok Metropolitan Area), and Thailand’s third-largest mobile phone operator (True Move – our largest business by subscriber numbers and revenue). Our convergence lifestyle strategy, branded “Better Together”, is unique within the Thai market. The strategy focuses on providing customers with their preferred combinations of content and services from our full range of telecommunications offerings, enhancing lifestyles in line with our “live, learn, work and play” philosophy. At the beginning of 2007, True was organized into five core businesses: True Move (the old Wireless segment), True Online (formerly Wireline segment), TrueVisions (formerly Pay TV), True Money (our digital commerce service) and TrueLife (which provides digital content and access). This document follows this category format. In terms of financial reporting, we report in three segments: True Move, True Online and TrueVisions. True Money’s contributions are considered part of True Online as it will become a key vehicle for True’s vision of becoming a convergence lifestyle leader. TrueLife’s contributions are included in True Online as most TrueLife services cater for True’s broadband customers. In 2006, True Move contributed 43 percent of total service revenue (after inter-company transactions). True Online (comprising fixed-line telephone, data services, Internet/broadband and WE PCT (Personal Communication Telephone)) contributed 41 percent and TrueVisions 16 percent. 1. True Move The Company operates a mobile telecommunications business under the Agreement to Operate and to Provide Cellular System Radio Telecommunication Service of Digital PCT 1800, granted by CAT and expiring in September 2013. The Company operates this business through its subsidiary, True Move, in which the Company indirectly holds an equity interest of 93.3 percent. Under said agreement, True Move is required to pay revenue sharing to CAT of 25% of net revenue after the access charge, increasing from 20% as of September 16, 2006, and remaining at this 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 19.3% as of December 31, 2006. We operate a digital network based on the Global System for Mobile Telecommunications, or GSM, standard, which operates on the 1800 MHz frequency band. True Move provides both prepaid and postpaid services and is unique in offering promotional packages that bundle True Group’s integrated products and services to provide subscribers value for money with more options to meet their needs. TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Subscribers True Move has grown rapidly since it launched full commercial operations in March 2002 and has been successful in acquiring about one-third of the market’s net additional subscribers each year since 2004. True Move is now Thailand’s third-largest mobile operator, with 7.6 million subscribers, an increase of 70% on the 4.5 million at the start of the year. At the end of 2006, True Move prepaid and postpaid customers accounted for 93% and 7% of our total mobile subscribers, respectively. The following table sets forth certain information with respect to our mobile business during the periods indicated: True Move Subscribers - Prepaid - Postpaid Total Subscribers Subscriber Growth Blended ARPU - Prepaid ARPU - Postpaid ARPU

2003 1,539,735 285,255 1,824,990 36.6% 508 368 1,016

As of December 31, 2004 2005 2,927,818 452,565 3,380,383 85.2% 437 348 1,030

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

2006 7,031,289 546,453 7,577,742 69.9% 292 250 772

True Move services

Pre Pay Pre Pay is True Move’s prepaid service. Most of True Move’s revenue is derived from sales of prepaid airtime, which do not require a monthly subscription fee. Subscribers purchase a SIM card with an initial credit balance and can top-up their credit balance through various means, including purchase of top-up cards, transfer of funds through ATMs, transfer of credit balances from other mobile phone accounts, and ‘‘over-the-air’’ top-ups. We are the first telecommunications operator in Thailand to use independent non-mobile agents – “over the air” airtime resellers such as individuals or small shops who register with us and are eligible to transfer airtime to subscribers via SMS transfer. We used over 100,000 such resellers in 2006. True Move also provides its Pre Pay and Post Pay subscribers a mobile payment channel via True Money services which were launched in 2006 to meet new-generation lifestyle needs.

Post Pay Post Pay is True Move’s postpaid service which allows customers to choose a monthly service plan which varies from Bt 199 to Bt 1,300. Subscribers are billed monthly for subscription fees, airtime and usage of other voice and non-voice services.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Voice Services Our prepaid and postpaid subscribers have access to local, domestic and international long-distance dialing. In addition, we offer a variety of value-added services in different combinations according to the airtime package selected. These services include call waiting, call forwarding, call conferencing and caller identification. We also offer our voice subscribers roaming services, which enable them to make and receive calls when outside Thailand.

Non-Voice Services True Move provides a range of non-voice services to enhance customer lifestyles. Content is delivered through various channels covering all mobile-accessible channels and web-based services through the www.trueworld.net portal. Non-voice services comprise a variety of popular content, including photo-based communication, financial information services, games, cartoons, screen savers and ring tones, music and sports content. Our subscribers are increasingly using our non-voice services, in particular ringback tones, messaging and downloadable pictures, images and audio through GPRS. Non-voice services contributed 9.6 percent to True Move’s total service revenue in 2006, compared with 7.6 percent in 2005. Service revenue from content-based services (mainly Color Ring), messaging and GPRS traffic contributed approximately 57, 33 and 10 percent, respectively, of total non-voice revenue. True Move is well positioned to use content as a growth driver by leveraging the exclusive content assets of True Music, True Online and TrueVisions. We currently offer the following non-voice services to our subscribers: SMS: allows subscribers to send short text messages to other mobile users; VoiceSMS: Thailand’s first voice short-messaging service allows subscribers to

send audio messages to fixed-line and mobile handsets; Voicemail: enables subscribers to retrieve audio message recordings; MMS: allows subscribers to send pictures, text and sound/voice in a single-packet

message; GPRS: provides mobile data communications with GSM-based technology,

including WAP-based content portals, mobile Internet, data transfer and ‘‘push’’ e-mail (BlackBerry); Multimedia Content Services: allows subscribers to access content such as music,

sports, news and finance (through True Music, True Sport, TV, Movies and others); Mobile Chat: a WAP-based instant-messaging service that allows subscribers to

engage in online and mobile chat; Mobile Web: allows subscribers with compatible mobile handsets to access the

Internet, including through available Wi-Fi connections; and Ring-back Tone: offers personalized ring-back tones and exclusive song

selections.

Mobile Handset and Accessories Sales We offer a broad range of high-quality mobile handsets, related accessories, PDA phones and smartphones from a number of manufacturers, such as Motorola, Samsung, Sony Ericsson, O2 and HP.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

International Roaming Services We allow people whose network operators have international roaming agreements with us to use our network when traveling in Thailand. We also allow our subscribers to use the networks of operators with whom we have entered into international roaming agreements.

Network True Move was the last of the three major Thai mobile operators to launch commercial operations, and as such has been able to take advantage of the latest technical developments for our GSM network rollout, which has made our network relatively more efficient and cost-effective. During 2006 we achieved coverage of approximately 92% of Thailand’s population, and increased our network capacity to eight million users.

Bundled Packages True Move’s name change from TA Orange in February 2006 emphasized True Move’s membership of the True Group. This was highlighted during the year by the bundling of True Move services with other Group services, including: The Unlimited campaign, offering various options of free calls and Internet usage

for fixed monthly charges; True’s Family Package promotion, bundling fixed-line and mobile services in ways

designed to encourage communication among family members; Academy Fantasia 3. True Move was a major part of the bundling promotion with

TrueVisions and True Internet based on the third series of the popular TrueVisions reality music program Academy Fantasia. Only True Move voters were able to vote for their favored contestants. The promotion proved to be a key subscriber retention tool for True Move during the seasonally low third quarter. Weekly voting was 43% higher than in 2005, when customers of True’s competitors were also able to vote; True Move also joined with TrueVisions for the TrueVisions-True Move Free View

mass market promotion (see “TrueVisions” section below for more details); and The All Together Bonus, True Group’s first bundled package which was launched

in 2004, continued to attract True Move subscribers. We have consistently sought to develop and market innovative non-voice products and services. For example, we were the first in Thailand to offer voice SMS, remixable ringtones (through the IRemix service), and ‘‘over-the air’’ top-ups to our subscribers. We also launched EDGE (Enhanced Data rates for GSM Evolution) services in the BMA and other multimedia content-based services in 2006 as well as expanding our wireless Internet services using Wi-Fi technology.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Other True Move initiatives during the year included: x Offering Thai-language email support for BlackBerry users; x Bolstering international roaming services, including offering in-flight services and becoming the exclusive Thai partner for Traveling Connect, the global roaming service that allows its members to earn mileage points; x Joining with True Internet, HP and Microsoft to offer a range of Wi-Fi Internet and mobile services; and x A free missed call alert service based on SMS (also available to True fixed-line subscribers). 2. True Online True Online comprises fixed-line telephone and its value-added services, Internet and Consumer Broadband, data communications services and WE PCT. Our Internet and Consumer Broadband businesses have been growing rapidly and help to maintain overall revenue generated by True Online. 2.1 Fixed-line phone services True is the largest fixed-line telephone service provider in the BMA with an estimated 58% market share, a fixed-line capacity of 2.6 million and almost 2 million lines in commercial use. 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 the right to operate an additional 600,000 lines. We transferred our fixed-line network to TOT which 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 from the public phone service. As at the time of writing, True Group had been granted VoIP (excluding phone-to-phone), fixed-line, public phone and International Direct Dialing (IDD) licenses from the National Telecommunications Commission (NTC). As at December 31, 2006 True had 1,976,965 fixed line subscribers, consisting of 1,353,331 residential lines and 623,634 business lines. While ARPU has been declining due to continued migration of traffic to mobile service, subscriber numbers have basically been stable. The following table shows the number of fixed-line subscribers and ARPU for the periods indicated: Fixed Line Subscribers ARPU (Blended)

2003 1,962,074 542

TRUETF: Details of each business line

As of December 31, 2004 2005 1,944,521 1,989,664 538 493

2006 1,976,965 414

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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: • A public phone service in the BMA, provided 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 phones. 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), which automatically directs incoming calls to a

specified party. Hunting Lines service, which bundles two or more telephone lines at one location

into a single number. Integrated Service Digital Network (ISDN), which enables a telephone network to

handle all forms of voice, data and image communications simultaneously on the same telephone line. Televoting, a special service for companies with peak periods of short message

traffic. It enables companies to perform many marketing activities without investing in infrastructure. Voting results are available in as little as five seconds. Free Phone 1-800, allowing 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, a service that enables customers to participate in conferences via telephone lines from wherever they are at any time.

VoIP (voice over Internet protocol) services, called NetTalk by True, which were

introduced in 2006, establishing a foothold in what is a relatively new market for Thailand. However, in these initial stages the NTC allows us to provide only phone-to-PC and PC-to-PC calling services.

Network Our core fixed-line network is Thailand’s most modern and fiber-rich, including more than 170,000 kilometers of fiber-optic cables, covering 4200 square kilometers in the BMA. This enables us to minimize the use of copper cables (averaging 3-4 kilometers) and provide high-quality voice and data communications services. 2.2 Consumer Broadband and Internet True Group is Thailand’s largest consumer broadband operator with around an 80% share of the ADSL (Asymmetric Digital Subscriber Line) market in the BMA. We provide the service using cable modem and DSL technologies at speeds of up to 10 (VDSL or Very High Speed DSL) Mbps. We also launched wireless broadband using pre-WiMax and Wi-Fi technology. TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True Multimedia, our 90.5%-owned subsidiary, provides broadband network access using DSL and cable modem technologies to ISPs including our subsidiaries, True Internet and Asia Infonet, which in turn provide Internet services to end users, including corporate clients. Under the terms of our multimedia service 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. True’s Consumer Broadband business is growing rapidly. As of December 31, 2006 we had 442,728 subscribers, representing an increase of 47% from 2005. The following table shows the number of Broadband subscriber and ARPU for the periods indicated: Broadband Subscribers ARPU

2003 11,611 3,334

As of December 31, 2004 2005 164,775 300,322 1,051 739

2006 442,728 721

ADSL is an always-on, high-speed Internet service providing speeds of up to 4 Mbps. Customers can surf the Internet and talk on the phone at the same time. Our most modern fixed line network 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). We also offer rich content through the Trueworld.net portal catering for consumer lifestyles, including music, gaming, sports and e-books, as well as a variety of valueadded services, including IPTV, White Net filtering and Norton Anti-Virus. 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, 2006, we had over 3,000 Wi-Fi hot spots in locations such as coffee shops, restaurants, hotels, hospitals, department stores, movie theaters, convention centers and office buildings. In March 2005, 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 Thailand’s first prepay high-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 high-speed Internet customers seeking value-for-money and convenience.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Broadband initiatives introduced during 2006 included: The True Knowledge Junior Package, which introduced broadband to a wider

market. Subscribers were offered limited Internet access at a special introductory price; Outdoor Wi-Fi zones, at Bangkok’s Siam Square, Silom Road and Thonglor Road.

These zones (a first for Thailand) enable customers to access content, whether via computers or Wi-Fi enabled mobile phones, without the need to be indoors to access a Wi-Fi hotspot; Trialing pre-WiMax broadband in the upcountry city of Korat; An offer of environment-friendly solar-powered Wi-Fi routers, in conjunction with

King Mongkut’s Institute of Technology Ladkrabang; Ongoing partnerships with real estate developers to offer cyber home services; Online

shopping services with supermarket chain Villa Market through www.weloveshopping.com;

Promotions with True Move mobile and Wi-Fi services as well as several leading

notebook and PC makers, to offer best value to customers; An offer of personal Internet-based hard disk storage for subscribers and the

launch of the “Play” package for dial-up customers which has proved the most popular “net kit” in the Thai market; and True Coffee discount cards for True’s hi-speed Internet subscribers. The cards

entitled subscribers to a free complementary New-Year coffee and a 50% discount on every cup of coffee for the three months to March 31, 2007. 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, one-year term ISP license due in August 18, 2006. The license was extended to August 18, 2007. Asia Infonet has also received an ISP license from the NTC which expires in February 2008.

In terms of our overall Internet business, we are Thailand’s no.1 Internet Service Provider (ISP) with more than one million subscribers, including Consumer Broadband subscribers and subscribers of KSC, an affiliated company. We offer Internet access to both consumers and business customers, along with a range of value-added services, including an Internet Data Center, providing security services for corporate customers. Our Internet and Consumer Broadband services were bolstered during the year with the granting of an international Internet gateway license, allowing us to provide a better quality and less costly service to our customers. True Group started providing the service at the beginning of 2007. 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 certain Internet subscribers, during the periods indicated: Internet Users1/

2003 652,726

Internet subscribers 1/ 2/

As of December 31, 2004 2005 1,231,344 716,7032/

2006 849,007

Excluding KSC The decline in the year 2005 was due to the transfer of dial-up users to broadband and a change in the calculation method for dial-up users.

2.3 Data Transmission Services Trueâ&#x20AC;&#x2122;s Data Services offers business customers data transfer technologies and an outsourced data network management service. True focused on differentiating itself by providing customized services via convergence with other True Group products and services and by partnering with major application providers such as Cisco to provide a high-quality Internet Protocol (IP) based network. This means we do not have to compete solely on pricing. True Group is one of the major players in the data transmission business. As of December 2006 there were 12,033 circuits for Digital Data Network (DDN) subscribers, a 17.8 percent increase from 2005. The following table shows the number of DDN circuits and ARPU for the periods indicated: DDN Circuits ARPU

2003 7,835 16,591

As of December 31, 2004 2005 9,001 10,216 11,014 10,411

2006 12,033 11,106

True provides data transmission services using various technologies including: x

Digital Data Network (DDN) or Leased â&#x20AC;&#x201C;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, ranging from 64 kbps to more than 140 Mbps with guaranteed service quality. True Group offers DDN service in the BMA and upcountry areas.

IP Access Service (IPAS), offered under the name Megaport, which 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 of equipment and management of the access port.

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

TRUETF: Details of each business line

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Metronet, a 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, 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, which enables customers to send via a traditional fax and recipients to receive it via their e-mail.

MPLS VPN (Multiprotocol Label-Switching Virtual Private Networks), 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. 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 in the most cost-effective way.

2.4 WE PCT (Personal Communication Telephone) WE PCT is a cordless fixed-phone service. A subscriber’s PCT phone number is the same as his or her fixed-line number. Up to nine PCT handsets can be used with one fixed-line number, with each handset holder assigned an individual access code so callers to the fixed line number can direct their calls to a specific person. 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 its 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 with True approximately 80 percent of revenue received from its subscribers as a PCT network rental fee. The WE PCT service covers 2,500 square kilometers of the inner area of the BMA. In September 2004, the PCT brand was repositioned as “WE PCT” to reflect the strategy of building communities and bringing together people via free calls within the PCT network. As of 31 December 2006 WE PCT had 347,099 subscribers, 26 percent lower then 2005 due to the impact of price competition in the mobile phone business. The following table shows the number of PCT subscribers and ARPU for the periods indicated: WE PCT Subscribers ARPU 1/ 1/

2003 549,295 282

As of December 31, 2004 2005 472,846 469,125 268 318

2006 347,099 257

including PCT Buddy (prepaid service)

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

3. TrueVisions TrueVisions (formerly UBC) is Thailand’s leading nationwide pay-TV provider, offering its service via digital direct-to-home and digital HFC (hybrid fiber-coaxial) network platforms. TrueVisions was formed in 1998 by a merger of UBC (formerly IBC) and UBC Cable (formerly UTV). TrueVisions operates pay-TV services under a 25-year concession contract with the Mass Communications Organization of Thailand which is due to end on September 30, 2014 for services via satellite and on December 31, 2019 for services via cable. TrueVisions provides its DStv (digital direct to home satellite) service using Ku-band transmission and MPEGII video compression. This enables TrueVisions to increase the number of channels, improve sound and picture quality, control access to its signal, and distribute its service everywhere in Thailand. This service is now transmitted via the Thaicom 5 satellite. In addition, TrueVisions has also provided satellite services via MMDS technology using the Thaicom 1 satellite. TrueVisions provides its cable TV services, both digital and analogue, in the BMA using the HFC network of True Multimedia (a True subsidiary) which passes approximately 800,000 homes. At the beginning of the year, True successfully integrated TrueVisions into the Group following the acquisition of TrueVisions shares which increased True’s effective shareholding to 91.8%. TrueVisions has since shifted its marketing strategy to penetrate the mass market. As a result, subscriber growth accelerated in the year 2006 to 558,860, or 629,269 (a 30% increase) if subscribers to bundled packages with True Move are included. The following table sets forth certain pay-TV subscribers and ARPU during the periods indicated: TrueVisions Subscribers - Cable TV - DSTV Total Subscribers Blended ARPU

2003 138,212 296,603 434,815 1,254

As of December 31, 2004 2005 140,998 316,544 457,542 1,301

133,055 350,761 483,816 1,291

2006 133,977 424,883 558,860 1,217

TrueVisions offers a variety of top local and international channels including movies (such as HBO, Cinemax, Star Movies, Hallmark), sports (ESPN, Star Sport and TrueVisions’ own channels SuperSport, SuperSport Action and Sport+), infotainment (the History Channel, Discovery Channel, National Geographic), news (CNN, CNBC, Bloomberg, BBC World) and Series (most of which are TrueVisions’ sole copyright) as well as free TV.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Customers can select four differently priced True Visions’ packages: Platinum, Gold, Silver and True Knowledge (Bronze). x The Platinum package offers 76 channels including six free TV channels and 15 educational channels for Baht 2,000 a month; x The Gold package provides 67 channels including six free TV channels and 15 educational channels for Baht 1,413 a month; x The Silver package provides 56 channels including six free TV channels and 15 educational channels plus all music channels for Baht 750 a month; and x The True Knowledge (Bronze) package providing 46 channels including six free TV channels and 15 educational channels for Baht 340 a month. The year 2006 brought more success for TrueVisions with the screening of popular reality TV show Academy Fantasia Season 3 which helped retain subscribers during the low-season period while generating key content for other parts of True Group. In 2006, TrueVisions also expanded into the mass market, offering low-price packages via bundling with True Move which accelerated subscriber growth. Initiatives during the year included: The launch in April of the True Knowledge (Bronze) Package, offering more than

40 TrueVisions channels at a lower price than existing packages to attract lowerincome users, including those outside Bangkok, who might not otherwise subscribe to pay-TV; The launch in July of Thailand’s first prepaid TV service, TrueVisions-True Move

Free View, offering free satellite dish installation for True Move customers. The promotion has been a great success, with around 26 percent of subscribers upgrading to TrueVisions’ higher-tier packages; The securing in December of exclusive Thai broadcast rights for the next three

seasons to English Premier League football, the most watched sporting contest on Thai television. TrueVisions currently screens EPL games through the ESPN and Star Sports channels it carries. The securing of the rights opens up opportunities to cross-promote the EPL with other True Group businesses; The launch of TrueVisions’ own infotainment channels Explore 1, Explore 2 and

Explore 3 including True Music, an interactive music channel, and Thailand’s first 24-hour games channel, G2; and Bundling packages based on Academy Fantasia 3, with True Move, True Internet

and TrueLife (see above under “True Move”). 4. True Money True Money has received approval from the Bank of Thailand to offer an electronic cash service and also acts as a payment agent with the approval of the Revenue Department. Major True Money services comprise the True Money cash card, a payment agent service and True Money via True Move (a money service via mobile phone).

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True Money cash card The True Money cash card allows True Move and True customers to top up their selected True Group services, including True Move Pre Pay, WE PCT Buddy, Fun Card, Pre Pay hi-speed Internet, Internet Kit, Wi-Fi, True World, True e-Book and online gaming. Top-ups are made using the cash card’s PIN code. True Money launched this service in late 2005.

Payment agent True Money launched its payment service in 2003 and has 510 payment outlets able to accept payment for 15 services. Payments are processed off a bar-coded statement and can be made by cash, cheque or credit card, either in full or partial payment. Customers can also make payments online, without statements, for certain services. Overdue payments can also be made.

True Money services via True Move This service, launched at the beginning of 2006, allows True Move subscribers to perform commercial and financial transactions using their mobile phone, anytime and anywhere, under a high-security system to international standards. Using True Money, True Move subscribers can:

Recharge their credit balance for many prepaid services, including True Move Pre

Pay and Internet airtime;

Pay bills for True Group products and services as well as for services outside the

Group, such as electricity and water supply bills, taxi fares, online purchases of movie tickets, and bowling fees. True Money also has a system to alert customers to pay electricity and water supply before due date;

Transfer funds from their True Money account to another True Money account,

or to their bank account; and

Keep amounts of up to Baht 30,000 in each True Money account. Customers can

top-up their True Money account from many sources by using a True Money cash card, an approved bank account or credit card. True Money is also the payment method for subscribers to the TrueVisions-True Move Free View package, with the fee automatically deducted each month from subscribers’ True Money accounts. Subscribers can also upgrade to higher-tier TrueVisions’ packages using True Money. True Money was being used by around 850,000 True Move subscribers at the end of 2006 and we expect further growth. True Money will become a key vehicle in realizing True Group’s vision of becoming a convergence lifestyle leader.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

5. TrueLife TrueLife provides digital content and access as well as acting as a digital multimedia communicator for consumer-to-consumer, business-to-consumer and business-tobusiness transactions. TrueLife has three components: Online community portals; TrueLife Shops; and TrueLife Plus (our bundling packages). Two online community portals – Trueworld.net and Truelife.com – offer content which brings together people with similar lifestyles or interests. Trueworld.net has four main content categories – Music, Sport, TV and Movies – and 300,000 subscribers. Truelife.com, launched in 2006, allows subscribers to communicate with each other, interacting using chatrooms and instant messaging. True Group is also an online games provider through NC True, a joint-venture between True and NC Soft, a world-class online games maker from South Korea. NC True launched “Lineage II” in 2005 and in 2006 launched “Guild Wars” which is Thailand’s top online game with the most players. In 2006 True Digital also launched a new online game called “Special Force” which has quickly become extremely popular, attracting around 1.5 million registered gamers as well as being the number one “casual” online game in Thailand. TrueLife Shops bring together under one roof the full range of True products and services, including True Coffee, True Music and True Consumer Broadband. We had TrueLife Shops, located in areas within the BMA frequented by trendsetters and the younger generation. TrueLife Plus represents our bundling of True products and services, offering customers greater value through packages that suit their lifestyles. Highlights for TrueLife in 2006 included: The launch of full song downloads with GMM Digital Domain Co Ltd (GMMD), a

subsidiary of major music content provider Grammy; True Sports’ promotion with True Move and TrueVisions allowing Trueworld.net

subscribers the opportunity to watch the big four English football teams via broadband as well as to win prizes using SMS; The availability of the popular TV reality show, Academy Fantasia 3, to

trueworld.net subscribers who were able to enjoy value-added content concerning the show (for more details see under “True Move”); The introduction of a TrueVisions interactive music channel, available 24 hours a

day, which allows viewers to request songs via SMS. Launched in November 2006, the channel is already highly popular; and The launch of TrueVisions’ interactive gaming channel G2.

In addition, 2006 saw the launch of several major bundling packages, including TrueVisions-True Move Free View, Unlimited 799 (True Move and True Online), Family Package (True Move and True Online), and AF3 (True Move and True Visions). These are discussed in detail under their main business segments. 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 across our voice, video and data platforms that match with all customer lifestyles. It believes that demand has been shifting towards convergence services that can fulfill all lifestyle needs including “work, live, learn and play”. All True products and services are marketed under the “True” umbrella brand. These marketing strategies will differentiate us from our competitors, help us obtain greater market share and lower churn rates. True is now one of Thailand’s leading lifestyle brands. Retention marketing is also a key strategy, especially in the mobile business where competition is intense. 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 Shops in the BMA and the provinces. Each of these outlets is staffed by our personnel and is equipped for “one-stop” shopping, offering a range of wireline and wireless communications services and handsets, accessories, ADSL modems and other telecommunications equipment, as well 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. For True Move prepaid service, we allow subscribers to top up their prepaid SIM cards through other channels, including bank automated teller machines (“ATMs”), and buy purchasing airtime “over the air’ through mobile payment services provided by True Money Company Limited (“True Money”), a subsidiary of True, or from authorized airtime resellers. We estimate that we have more than 100,000 such resellers as at the end of 2006. TrueVisions’ primary sales channels include telesales, direct door-to-door sales, an Internet website and a nationwide agency network. 3.4 Procurement of Products and Services Network Capacity for Services The Company believes that its extensive fiber-optic wireline network covering over the whole of the 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 via radio waves. 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.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True Move has been able to take advantage of the latest technological developments as it has built its network later than the two other major operators. This means its network is relatively more efficient and cost effective. As at the end of 2006, True Move’s network covered 92% of the Thai population with a subscriber capacity of 8 million. 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 and its subsidiaries have acquired technical and management support from strategic partners: Verizon Communications, Inc for True, Orange SA for True Move and MIH for TrueVisions. No further support has been provided since our strategic partners sold or reduced their shareholdings. All these strategic partners had transferred substantial telecommunications expertise to True Group during the time when they were our shareholders. Our management team is capable of operating without these supports. 3.5 Thai Telecom Industry Mobile Business 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 40 million subscribers by the end of 2006. Excluding the operators Thai Mobile and Hutch, the mobile market in Thailand added 9.8 million subscribers in 2006, and reached a penetration rate of 60 percent at year-end (45.5 percent at year-end 2005). However, compared to other countries in the region, the rate of mobile penetration in Thailand is still low as the following table shows: Country Hong Kong Singapore South Korea Malaysia Thailand Philippines China Indonesia

As of 2005 Mobile Penetration 118.5% 96.3% 79.9% 76.3% 46.9% 48.5% 30.2% 22.0%

Source: BMI Research “Thailand Telecommunications Report Q2 2006”

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 majorityowned subsidiary, True Move; Hutchison-CAT Wireless Multimedia Co. (CAT's marketing service provider under the “Hutch” brand name); TOT and Thai Mobile (an TRUETF: Details of each business line

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

unincorporated joint venture between CAT and TOT). Our two largest competitors, AIS (together with its majority-owned subsidiary, DPC) and DTAC hold approximately a 49.6 percent and 31.1 percent market share, respectively, as of December 31, 2006. We were the third largest mobile provider with a market share of approximately 19.3 percent, which had increased from 15.1 percent at the end of 2005. 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

2003 13,239,200 6,550,496 1,824,990 21,614,686 8.4%

As of December 31, 2004 2005 15,184,000 16,408,900 7,786,165 8,676,940 3,380,383 4,458,643 26,350,548 29,544,483 12.8% 15.1%

2006 19,521,500 12,225,498 7,577,742 39,324,740 19.3%

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

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 an expanding range of services. During 2005 to 2006, the Thai mobile sector experienced intense price competition with True Move and its competitors significantly reducing tariffs, resulting in a decline in our ARPUs by 10 percent in 2005 and by 26 percent in 2006. 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 and 19.3 percent in 2006. In addition, we have been successful in obtaining about one-third of the marketâ&#x20AC;&#x2122;s net subscriber additions each year since 2004. This is partly due to our 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 7,577,742 subscribers, an increase of 70% over 2005. Fixed line Telephone Business At the end of 2005, Thailand's wireline penetration rate was approximately 10 percent. According to estimates from TOT, telephone lines in Thailand have grown from approximately 5.9 million lines in 2001 to approximately 6.7 million lines by the end of 2005, representing a compound annual growth rate of approximately 3 percent. In the year 2006, True fixed line subscribers decreased slightly by 12,699 to 1,989,664.

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, 2005 Fixed-line operator TOT 1/ TRUE 2/ TT&T 3/ Total 4/ Source:

As of December 31, 2005 BMA Provinces 1,441,922 2,002,283 1,989,664 1,236,899 3,431,586 3,239,182

Total 3,444,205 1,989,664 1,236,899 6,670,768

Estimated data by the Company Data from the Company 3/ Data from TT&T Annual Report 2005 4/ Data from TOT Annual Report 2005 2/

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, 2005, we believe we had approximately 58% 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, cheap handsets and the setting of mobile tariffs below wireline tariffs. 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 the increasing use of PCs by Thai consumers for making VoIP calls. Also, the NTC has granted fixed-line licenses, which means we may face competition from newcomers. 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 was 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 to 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)

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, frame relay and MPLS 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. In 2006 we partnered with major application providers such as Cisco to provide a high-quality Internet Protocol (IP) based network. This means we do not have to compete solely on pricing. Broadband Business The broadband subscriber base in Thailand is relatively small with a household penetration rate of approximately 3 percent, compared to rates in other countries in the region such as South Korea (74 percent), and Singapore (51 percent) (Source: ITU World Telecommunication Indicators Database, 2005). 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 True. Only TOT and True 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 442,728 as of December 31, 2005. True Group believes it is one of the largest providers of broadband services in Thailand based on the number of subscribers, and has an 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.

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Internet Services The Thailand Internet market has experienced significant growth in recent years. According to estimates by CAT, the market has grown to approximately 10 million subscribers by the end of 2006, representing a penetration rate of approximately 15 percent, still relatively low when compared with other countries in the region. Country South Korea Singapore Taiwan Japan Hong Kong Thailand

As of 2005 Internet Penetration 71.0% 62.2% 70.0% 64.1% 55.0% 15.9%

Source: BMI Research “Thailand Telecommunications Report Q2 2006”

Starting in June 2005, the NTC awarded licenses for the provision of Internet services to several ISPs, including True subsidiaries True Internet Company Limited and Asia Infonet. Competition within the Internet/Broadband market was intense in 2006 due to the large number of ISPs and we expect to face increasing competition from telecommunications companies entering the ISP market. In addition, the NTC has granted new nationwide fixed-line licenses, which would result in higher competition in both the fixed-line and broadband market in the BMA, our key business area. 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. True’s key competitive advantage is derived from its network. Our core fixed-line network is Thailand’s most modern and fiber-rich, including more than 170,000 kilometers of fiber-optic cables and covering 4200 square kilometers of the BMA. This enables us to minimize the use of copper cables (averaging 3-4 kilometers) and provide high-quality voice and data communications services. 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 the end of 2006, True Group had more than 1 million Internet subscribers, including Consumer Broadband and subscribers of KSC, our affiliate (of which the Company acquired a 40 percent shareholding in January 2006). Other major operators include CS Loxinfo and Internet Thailand. Pay-TV Business Thailand has approximately 2 million pay-TV subscribers as at the end of 2006, representing 12 percent household penetration. This is relatively low when compared with other Asian countries; Malaysia 31 percent, Singapore 40 percent, Hong Kong 48 percent, and Japan 52 percent. This presents high growth potential. TrueVisions is currently the only nationwide pay-TV provider. However, our position as the principal provider is not secured by regulation and we continue to face the threat of TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

new entrants. The Mass Communications Organization of Thailand (MCOT) granted paytelevision licenses to two other companies in 1996, but those companies have not launched their services. The Public Relations Department of Thailand grants annual operating licenses, and has licensed several regional cable pay-TV operators, of which an estimated 78 firms are presently operating. In addition, there are more than 450 cable operators in the provinces offering services without the necessary licenses. Subscribers to these operators are estimated at around 1.5-2 million. However, the provincial cable systems have come under increased scrutiny from copyright owners. Over the last couple of years, TrueVisions has worked closely with its content partners to roll out initiatives aimed at protecting the intellectual property rights relating to content deployed on TrueVisionsâ&#x20AC;&#x2122; platforms. We are now seeing a significant decline in the systematic playout of channels included in our platform. Our focus now is on the playout of content such as DVD movies which is otherwise carried by channels on our platform such as HBO. As a result, sales in 2005 peaked. We also believe that the investment in infrastructure necessary to provide a high-quality pay-TV service is significant. Start-up costs include investments to secure transmission platforms, encryption technology, decoder hardware to allow subscribers to receive the encrypted service, and customer service and support systems. We also compete indirectly with the national free-to-air television stations in Thailand, as well as cinemas, video, music and other entertainment options. We believe that our unique programming, including popular first-run movies, knowledge content and sporting events, give us a distinct advantage over these indirect competitors. The national free-to-air television stations are uplinked to the same satellite used by us and consequently form part of the bouquet available to our subscribers.

TrueVisions continues to invest in exclusive premium content, to constantly expand its platform, and to provide new offerings including those for the mass market. These actions will maintain our leadership position in the market.

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 Thailandâ&#x20AC;&#x2122;s commitment to the World Trade Organization (WTO) to liberalize its telecommunications sector by 2006, the Thai Government embarked on a reform of the countryâ&#x20AC;&#x2122;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 TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 office. From its establishment until the end of the year 2006, the NTC has issued regulations prescribing, among other things: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)

licensing requirements for the various defined categories of telecommunications services; eligibility requirements and application procedures for the three categories of telecommunications licenses available in Thailand; interim measures for allocating telephone numbers; the change of mobile phone numbers from 9-digits to 10-digits; anti-monopoly and unfair competition rules; the interconnect regulation; procedures for receiving and considering subscribersâ&#x20AC;&#x2122; complaints; standards of telecommunications service contracts; and price caps and prepaid collection.

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 discretion whether to grant licenses to applicants in this category. TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

In addition, if the telecommunications services require the use of radio frequencies, applicants must also obtain a license for the use of radio frequencies.

In early August 2005, the NTC issued a licensing fee structure for telecommunications 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. The NTC has already started to grant licenses. Apart from the licenses granted to TOT and CAT, in June 2005 and in September 2005 respectively, the NTC awarded several ISP licenses in 2005, including one to True Internet Company Limited, our consolidated subsidiary. Moreover, in 2006 the NTC also granted various types of licenses to True Group including international Internet exchange and public phone licenses. At the beginning of 2007 the NTC also granted International Direct Dialing (IDD) and fixed-line phone licenses to True Group and its subsidiaries.

New Numbering Plan In 2006, the NTC issued its numbering plan as well as regulations concerning telecommunications numbering. These regulations indicate that operators who wish to be allocated telecommunications numbers are required to submit to the NTC an application and those who have been allocated a telecommunications number are required to pay monthly fees and charges. The following are the fees and charges for an allocated mobile phone number as prescribed under the regulations: Baht 12 per number per year (for a new mobile phone service operator); Baht 24 per number per year (for an existing mobile phone service operator who wished to request additional numbers); and Baht 120 per number per year for unused numbers within at least 120 days in a year. The regulations require that the 9-digit format for mobile phone numbers be changed to a 10-digit format as of September 1, 2006. The regulations also stipulate that the telecommunications numbers that were allocated prior to September 1, 2006 are considered as numbers allocated by the NTC.

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

TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 licensees which have their own networks and Type Three licensees.

Network Interconnection and Network Access Arrangements In May, 2006, the NTC issued a regulation concerning network interconnection and network access which prescribes that licensees having their own networks must prepare and submit to the NTC for consideration within 15 days from the effective date of the regulation (which is May 17, 2006) the RIOs (in accordance with the requirements in the regulation) together with information regarding the calculation method of fees on their network access and network interconnection and also the cost of the unbundled telecommunications network service. The fees for access and interconnection must be calculated on ‘‘a cost-oriented basis.’’ In this regard, the NTC has approved long-run incremental cost as a calculation method. Upon receipt of intention letter requesting for network interconnection, telecommunications service providers will be required to hold bilateral negotiations to finalize the interconnection rates within 90 days. Therefore we entered into an interconnection charge agreement with DTAC on November 17, 2006 and with AIS on January 16, 2007. The NTC also indicated that the operation of a telecommunications business by those who obtain a license, concession or contract under Section 80 of the TBO Act shall be subject to the rules and conditions set forth in the regulation.

Fair Competition In September 2006, the NTC announced a regulation concerning measures for the prevention of monopolistic acts or unfair trade practice in telecommunications businesses. The regulation prescribes specific rules for telecommunications businesses in addition to the general rules relating to the prevention of monopolistic acts and unfair trade practices set by laws of Trade Competition (antitrust) to which all licensees are subject. The regulation prohibits licensees from cross-subsidization which includes direct or indirect support of the same services or other types of services which would give rise to a monopoly or a reduction or restriction of competition; cross-holding in the same category of service which includes directly or indirectly occupying business by holding shares of more than 10 percent in a company providing the same service; abuse of a dominant position which includes any acts of a licensee having market share of more than 25 percent for each type of service;, the use of significant market power to restrict competition or cause unfair competition such as setting service fees or product prices below cost; or providing bundled services and products to another licensee in a discriminatory manner,etc.

Tariff settings and Price Control In November 2006, the NTC issued a regulation regarding the setting of maximum tariffs and fees for telecommunications services and prepaid collection. Operators are offered TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

two alternatives in setting maximum tariffs including one based on rate of return and the price cap method. Under this regulation, the price caps are currently set the prices set by the operators prior to the effective date of this regulation, but the NTC will announce new price caps pursuant to the regulation in the future. Any changes to service fees and tariffs must be approved by the NTC, with the exception of operators who use the price cap method. All licenses are prohibited from collecting fees higher than the maximum tariffs. Licenses must obtain prior approval from the NTC to collect prepaid service fees.

Consumer Protection In 2006 the NTC issued many procedures to protect the rights of consumer including procedures for receiving complaints from subscribers, standards for telecommunication service contracts and measures for protecting rights of privacy and the right of people to communicate by means of telecommunications as well as standards of telecommunications service contracts. Subscriber Complaints In August 2006, the NTC issued a regulation concerning procedures for receiving and considering subscribersâ&#x20AC;&#x2122; complaints. It prescribes the rights of a subscriber and the steps and procedures to be employed by both a telecommunications operator and the NTC for receiving and considering a complaint. Under the regulation, a telecommunications operator is required, among other things, to provide to a subscriber a written acknowledgement of receipt within 7 days of receipt of the complaint. The telecommunications operator is required to resolve the complaint within 30 days of receipt of the complaint and to keep the subscriber apprised of further developments every 10 days. If the telecommunications operator sees that a complaint is groundless or not rational, it must inform the complainant of its opinion in writing in 14 days, and the complainant may forward the opinion to the NTC if the complainant still thinks the complaint is rational. If the complaint cannot be resolved, either in full or in part, the telecommunications operator is required to present the complaint to the NTC, together with the memorandum and the report, within 3 days from the final date of negotiation. A complaint can be filed with the NTC by a telecommunications operator (as mentioned previously) or directly by the subscriber without initially filing a complaint with the telecommunications operator. The telecommunications operators have a duty to establish a department directly responsible for receiving and resolving complaints as well as making a summary report listing all complaints and resolutions and submitting this to the NTC to review. Standards of Telecommunications Service Contracts In September 2006, the NTC issued a regulation concerning the standards of telecommunications service contracts between operators and their subscribers. It prescribes rules on the characteristics of and processes for implementing telecommunications service contracts between an operator and its subscriber, the rights and obligations of an operator and its subscriber, the right and obligations for the collection and payment of service fees, provision of telecommunications service and the TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

cessation of service, the termination of telecommunications service and complaints and methods for resolving complaints. An operator is required to submit a draft contract for the NTC’s consideration at least 60 days before its use. Any amendment of an approved contract that may affect the rights, obligations, or benefits of a subscriber must be submitted for the NTC’s prior approval at least 30 days before its use. Any existing contract between a provider and a subscriber before the effective date of this regulation must be revised to be in accordance with the regulation. The revised contract must be submitted for the NTC’s approval within 60 days of the effective date of the regulation. The revised contract must later be sent to the subscriber for consideration of whether he/she wishes to accept the amended terms and conditions or terminate such a contract. Except for getting NTC approvals, there should be no conditions to force customers to use the prepaid fees within a specific timeframe. In approving, the NTC might set conditions regarding the transfer of remaining fees, refundable unused fees, etc. In addition, in the case that operators sell their equipment at lower than market prices, operators could not use this to collect fees in case subscribers disconnect before the contract expires.

Privacy In August 2006, the NTC issued a regulation on measures to protect telecommunications subscribers, data privacy, privacy rights and freedom of communications that established specific rules requiring telecommunications operators to collect, process and maintain the personal data of their subscribers. Under the regulation, personal data includes information such as a subscriber’s name, birth date, facts and any details relating to a subscriber which can or may identify the subscriber whether directly or indirectly, telecommunications numbers, and how the subscriber uses telecommunications services. The regulation prescribes that personal data of telecommunications subscribers must be obtained with permission from the subscribers and should be for the sake of operating a telecommunications business only. Exceptions are disclosure to the government or the authorities in accordance with national security laws or for the protection of the good morals of the Thai people, or to prevent or put to an end any hazard to the lives, physical well-being or health of telecommunications subscribers. Telecommunications operators also have duties to establish rules to protect personal data, privacy rights and freedom of communications for subscribers. For example, there are requirements to change security passwords at least once every 3 months to protect access to personal data, and to implement systems to prevent unauthorized capture or inspection of telecommunications signals. Exceptions are disclosure to the government or the authorities in accordance with national security laws or for the protection of the good morals of the Thai people.

Foreign Ownership Restrictions The Foreign Business Act requires that ‘‘foreigners’’ that want to provide services, including telecommunications services, in Thailand obtain a license from the Ministry of Commerce if ‘‘foreigners,’’ as defined in that Act, own more than 50% of the business. Under the Foreign Business Act, ‘‘foreigner’’ means the following: (i) an individual who does not have Thai nationality; (ii) a legal entity not registered in Thailand; TRUETF: Details of each business line

True Corporation Public Company Limited

(iii)

(iv)

Annual Registration Statements (Report Form 56-1)

a legal entity registered in Thailand which has half or more of its share capital held by a person or persons described in paragraph (i) or (ii) above, or in which a person or persons described in paragraphs (i) or (ii) above provides half or more of the total capital; or which is a limited or registered ordinary partnership where an individual described in paragraph (i) above serves as managing partner or manager; and a legal entity registered in Thailand having half or more of its share capital held by a person or persons described in paragraph (i), (ii) or (iii) above, or in which a person or persons described in paragraph (i), (ii) or (iii) above provides half or more of the total capital.

According to the Foreign Business Act, foreign persons are prohibited from operating these businesses: Category 1: the businesses for which foreign persons are not allowed to operate on specific reasons (agricultural, property, etc) Category 2: the businesses relating to national safety or security; and Category 3: the businesses which Thai nationals are not yet ready to compete with foreigners. In addition, the TBO Act requires that service providers holding a Type Two or Type Three license not be a company that is a ‘‘foreigner’’ within the meaning of the Foreign Business Act. However, the NTC may require the applicant for a license to undertake business of a certain nature or categories to prescribe the prohibition of any act which has the nature of a business takeover by a foreigner, which we will refer to as a ‘‘foreign takeover of a business.’’ Moreover, if the NTC deems that a licensee is in violation of or in breach of any regulation, such a licensee would be included in the NTC’s watch list or priority watch list. If the NTC considers that such a licensee does not follow the regulations on disclosure of measures to resolve, the NTC may revoke the license due to a lack of the required qualification pursuant to the law. In January 2007, the Cabinet approved in principle the amending of the FBA including the definition of ‘foreign’ person to include ‘foreign juridical person’ who has voting rights of more than 50 percent. All foreign persons, based on this new definition, who want to continue their businesses within the country are required to inform the relevant government agency and request certification within one year, and if classified as category 1 and 2 such persons can continue their business for 2 years or forever in the case of category 3. Operators need to inform the relevant government agency within 90 days and resolve within 1 year if they are against this new law. It is unclear which category telecommunications services should be under.

Radio Frequency Allocation The NTC and the NBC are jointly required to manage radio frequency allocations. This Joint Commission has the power, among other things, to prescribe policies for the allocation of radio frequencies, allocate radio frequencies between the TRUETF: Details of each business line

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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. In August 2006 the Council of State issued an advisory opinion stating that the NTC could proceed with the allocation provided that the NTC first complete a master plan for managing frequencies in compliance with the 1997 Constitution and the relevant ITU (International Telecommunication Union) standard. However, the 1997 Constitution has recently been abrogated due to the military coup in Thailand in September 2006. Therefore, it is uncertain when new radio frequencies will be allocated.

Conversion of Concessions True Group was granted 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, 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. 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. True Group believes that, as a result of the protection afforded by the TBO Act, any attempt to amend its concessions would require the consent of both parties to the arrangements. 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 parties, if such a 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.

Privatization of the Telephone Organization of Thailand (TOT) and the Communications Authority of Thailand (CAT) As a step towards privatization, TOT and CAT were reorganized as public companies on July 31, 2002 and August 14, 2003, respectively. As a result, TOT and CAT received all the substantial telecommunications and related assets and liabilities of their respective predecessors. 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 Group did not invest any on Research and Development (R&D) activities for the technology or communication apparatuses as technology network and equipments that the Group used in providing the services to the customers. The Group decided to purchase the ready-made communication networks and equipments from the various suppliers which the Group has an opinion that those products are efficient, hightechnological and appropriate to the Groupâ&#x20AC;&#x2122;s activities. Therefore, it was unnecessary for the Group 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 Group 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)

2006

126,066.84

2005

25,010.33

2004

29,900.71

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, Internet services and Pay TV, the assets pertaining to these agreements must be transferred to TOT, CAT and MCOT. As at 31st December 2006, 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 Pay - TV Work in progress

1,848 859 16, 051 42,922 434 2,453 149 6,034 937

1,848 859 14,254 1,055 383 148 39

71,687

18,586

Total

Network equipment in the consolidated financial statements at net book value of Baht 19,536 million as transferred to TOT, CAT and MCOT under the various agreements, and Baht 15,809 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 assigns 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 31st December 2006, the Group's assets are listed below: Non-network equipment Net book value (Baht Million) Consolidated Company Land and land improvement 548 Leasehold right & improvement 1,129 69 Furniture, fixture and equipment 1,098 200 Vehicle 1,841 Power Supply & computer 1,307 330 Work in progress 19 306 Total 618 6,229

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 subsidiary at the date of acquisition. At 31 December 2006 net book value was Baht 13,107 million. Goodwill from acquisition of True Visions Public Company Limited (“True Visions”) at the amount of Baht 12,065 million, Bangkok Inter Teletech Public Company Limited (“BITCO”) amount of Baht 690 million and MKSC World Dot Com Co., Ltd. (“MKSC”) amount of Baht 352 million. 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 2006 net book value was Baht 2,297 million. Copyright Copyright represent the consideration paid by a subsidiary to related party. To grant that related party the right to provide song and/or video clip downloading through the subsidiary’s website. At 31 December 2006 net book value was Baht 52 million. Flim and program rights Flim and program right represent the rights acquired and obligation incurred under license agreements of True Visions Public Company Limited, The cost of each program and the program material are accepted and it is available for the first showing. At 31 December 2006 net book value was Baht 344 million. 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 2006 net book value was Baht 344 million. Customer list Customer list represents the fair value of mobile subscribers list arising from the acquisition in BITCO. At 31 December 2006 net book value was Baht 220 million. Investment in subsidiaries and associates policy Investment in subsidiaries and associates of the Company has been done through Telecom Holding Co., Ltd. (“TH”) and Bangkok Inter Teletech Company Limited. (“BITCO”), which the Company holds 99.99% of TH shares and 93.36 of BITCO shares accordingly. 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. BITCO was established as a holding company to invest in the mobile telecommunication business and related business. For operation policy in subsidiaries and associates, 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)

6. FUTURE PROJECTS True Group and its subsidiaries plan to invest around Baht 10 billion in 2007. This is nearly the same amount as last year. The major investments are: 1. Mobile Phone Business (by True Move) In 2007 True Group subsidiary True Move has a project to expand its network capacity to cover more than 8 million subscribers. True Move’s network population coverage at the end of 2006 was around 92 percent. In 2007 True Move aims to capture one-third of market net adds and also plans to increase its non-voice service capability to cope with market growth. So True Move’s Capex for 2007 is expected to be around Baht 5-6 billion. True Move also plans to expand its retail distribution centers, investing around Baht 150 million. 2. Online Business We expect to spend around Baht 2-3 billion on our Online (formerly Wireline) business in 2007 which is similar to 2006. Most of the investment will involve Broadband business expansion, investment on the Digital Data Network (DDN) business and the expansion of our retail distribution centers. There will also be investment in new businesses following the NTC’s granting of new licenses to the Company and its subsidiaries as follows: 2.1 Investment in Fixed Line Business In December 2006, True Group subsidiary True Universal Convergence Company Limited (formerly R & R Communication Company Limited) was granted a Type 2 Fixed Line license by the NTC allowing R&R to provide fixed line phone and additional services nationwide. The company expects to invest a small amount in the first year. 2.2 Increasing the Capability of the Broadband Business True Group’s subsidiaries have a project to increase the capacity of Broadband services from 600,000 subscribers at the end of 2006 to 800,000 subscribers in 2007, with estimated investment per subscriber of around Baht 5,000. 2.3 True Money True Group plans to invest around Baht 200 million to improve True Money service capability because there are more and more True Move customers using True Money. 2.4 International Internet Gateway and Internet Exchange Services True Internet Gateway (TIG) (formerly Sky Office Company Limited), a subsidiary of True Group, plans to provide international Internet gateway and Internet exchange services after receiving an international Internet gateway Type 2 license from the NTC in August 2005. In January 2007 the NTC gave approval to TIG to directly connect with the overseas international Internet gateway providers. This approval will allow the company to provide services to other Internet providers as well as improving the quality of customer service. TIG plans to invest around Baht 2-300 million in 2007.

TRUETI: Future Projects

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

2.5 International Direct Dialing (IDD) Business In January 2007, the NTC approved in principle the granting of an International Direct Dialing - Type 3 license to N&T Communication Company Limited, a True Group subsidiary. The company plans to invest around Baht 2-300 million on the IDD business in 2007. 2.6 Product Bundling True Group has launched many promotions and campaigns that bundle our products and services. This has required investment in new equipment for promotions such as the one between TrueVisions and True Move called “TrueVisions UBC True Move Free View” which cost around Baht 3,000 per subscriber. The Company also plans to add new service centers to express its convergence lifestyle strategy as well as leveraging the True brand to consumers. This may increase the number of subscribers to each service while at the same time saving on the Company’s advertising expenses. 3. Pay TV Businesses (by TrueVisions) TrueVisions (formerly United Broadcasting Corporation Limited or UBC), a True Group subsidiary, plans to invest in new channels and digital video recorders so subscribers can select services on demand. In addition, the company has to invest in equipment for new subscribers, expected to be around Baht 3,000 per subscriber. TrueVisions’ total investment for 2007 is expected to be around Baht 8-900 million.

TRUETI: Future Projects

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 2006. Litigations outstanding, Administrative Court 1)

Litigation case files by the Company against TOT

1.1) Dispute in relation to the call tariff reduction campaign “Y-Tel 1234” On 11 October 2001, the Company filed a 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. 1.2) Dispute in relation to 43 Million Baht Public Payphone’s Revenue Sharing 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. On 18 January 2006, the Company submitted to enforce the payment (according to the arbitral award). But The Court gave an order to combine this case with the case that TOT filed a motion in the Central Administrative Court for an order to withdraw the arbitral award. The lawsuit is currently in the judicial process of the Central Administrative Court. 1.3) 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 12 July 2006, the arbitral tribunal awarded the Company have to pay damages to TOT for Baht 155 million including interest rate at 7.5 per annum since the filing date and the Company has obligation to pay damages for Baht 90 per month for each telephone booth since the filing date until the Company stop using True logo on booths and replace them with TOT logo. The Company filed a lawsuit in order to withdraw the arbitral award at Central Administrative Court on 6 November 2006. The lawsuit is currently in the judicial process of the Central Administrative Court.

Litigation case files by TOT against the Company

2.1) Dispute in relation to 43 Million Baht Public Payphone’s Revenue Sharing 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

TRUETJ: Legal Disputes

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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. The lawsuit is currently in the judicial process of the Central Administrative Court. 2.2) 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. The arbitral tribunal granted an award on 17 January 2006 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. 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. 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.

The Company is taking steps to enforce the payment (according to the arbitral award). On 20 April 2006 TOT filed a motion in the Central Administrative Court for an order to withdraw the arbitral award. Currently, the Company prepares to submit the statement of objection to TOT’S motion in the Central 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 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. The case is currently pending for 6 months since October 2006 as both parties is waiting for the result of negotiation that due on March 2007.

TRUETJ: Legal Disputes

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

1.2) Dispute in relation to the Concession Article 38 On 15 May 2006 the Company filed an arbitration claim against TOT asking TOT to discontinue using its power over the concession as well as to discontinue using its power over the contract from the day its status has changed. The power to regulate shall be transferred The Ministry of Transport or The Ministry of Information and Communication Technology. This case has no claimed amount. TOT submitted the objection statement on 17 June 2006. On 8 November 2006, the Company filed an arbitration claim against the authorize power of TOT on the Concession Article 38 as another case. Both cases are currently pending for 6 months since October 2006 as both parties is waiting for the result of negotiation that due on March 2007.

Arbitration cases filed by TOT against the Company

2.1) 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 case is currently pending for 6 months since October 2006 as both parties is waiting for the result of negotiation that due on March 2007. 2.2) 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. The Company submitted the statement of objection on 4 January 2006. On 24 March 2006 the parties nominate their respective arbitrators and schedule to commence on 8 June 2006. The case is on the process of negotiation that due on March 2007. 2.3) 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 was 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 submitted the statement of objection on 21 February 2006. On 24 March 2006 both sides appoint the compromiser. The case is currently pending for 6 months since October 2006 as both parties is waiting for the result of negotiation that due on March 2007. 2.4) Dispute in relation to the lease of telephone conduits. On 31 May 2005, TOT filed an arbitration claim against the Company seeking an order to pay rent for the lease of telephone conduits from May 2004 to April 2005 in the amount of Baht 6.72 million plus interest and onwards. The Company submitted the statement of objection on 19

TRUETJ: Legal Disputes

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

September 2005. The arbitration proceeding is scheduled to hear the compromise on 7 July 2006. The case is currently pending for 6 months since October 2006 as both parties is waiting for the result of negotiation that due on March 2007.

Other Disputes 1)

Dispute between the Company and the Bangkok Area 3 Excise tax office in relation to daily account and monthly budget making (duties of excise tax payer). On 29 September 2006, the Company filed a lawsuit against the Bangkok Area 3 Excise tax office at Central Administrative Court for withdrawing the administrative order that True has duties to make daily account and monthly budget. On 13 November 2006, The Court dismissed the case. The Company filed an appeal to the Supreme Administrative Court on 15 November 2006. The case is on the process of the Supreme Administrative Court.

Dispute between the Company and Bang Bua Thong Municipal office at Central Taxation Court in relation to the illegal assessment of property tax from public telephone booth and requesting for tax refund. On 2 March 2006, the Company filed a lawsuit. On 11 October 2006, the Court withdrew the illegal assessment. Bang Bua Thong Municipal office is appealing the case.

The Customs Department has investigated the import and export of the Company and has notified that the importation of Alcatel’s products under the name of the Company is invalid for the case of engineering services stated in the Bill of Quantity (BOQ) in Digital GSM 1800 Project, which should be considered as a part of customs values. This case is currently under investigating by the Customs Officers.

The ultimate outcomes of the aforementioned arbitration are presently unable to determine, accordingly, no provision for possible liability has been made in the Company’s financial statements.

The Management, however, believes that the Company’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)

8. CAPITAL STRUCTURE 8.1

Company’s Securities (a)

Authorized Capital

As at 31st December 2006, the company’s authorized capital is Baht 47,134,724,910 consisting of 4,014,105,645 ordinary shares with a par value of Baht 10 per share and 699,366,846 preference shares with a par value of Baht 10 per share. The Company’s paid-up capital is Baht 45,015,277,360 comprising of 3,802,160,890 ordinary shares with a par value of Baht 10 per share and 699,366,846 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. As at 31st December 2006, the Company have 699.36 million preferred shares, 357.99 million preferred shares is held by Thai Trust Fund (held shares for KfW) and 341.37 million preferred shares is held by KfW. (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.

TRUETK: Capital Structure

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

As at 23rd February 2007, Thai NVDR Company Limited invested in a company’s ordinary shares in the amount of 287,823,157 shares, which represents 6.39% of the total shares to be issued and paid-up of said company.

1) 2) 3) 4) 5) 6)

(d) Warrant Warrants under the Warrants under the Warrants under the Warrants under the Warrants under the Warrants under the

Employee Employee Employee Employee Employee Employee

Stock Stock Stock Stock Stock Stock

Option Option Option Option Option Option

Plan Plan Plan Plan Plan Plan

Year Year Year Year Year Year

2000 2002 2003 2004 2005 2006

(“ESOP (“ESOP (“ESOP (“ESOP (“ESOP (“ESOP

2000”) 2002”) 2003”) 2004”) 2005”) 2006”)

DETAILS OF EMPLOYEE STOCK OPTION PLAN 1)

Employee Stock Option Plan 2000

The Annual General Meeting of the Shareholders of the Company for the year 2000 held on 27th April 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 30th June 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 31st December 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 Meeting of the Shareholders of the Company for the year 2002 held on 12th April 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 Meeting of the Shareholders of the Company for the year 2003 held on 11th April 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

: 12,832,207 units (as of 31st December 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 Meeting of the Shareholders No. 2/2547 of the Company held on 10th June 2004 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

: 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

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

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Employee Stock Option Plan 2005 The Extraordinary General Meeting of the Shareholders No. 1/2548 of the Company held on 15th July 2005 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. Summary details are as follows:

Number of Warrants Issued and Outstanding

: 18,774,429 units

Date of Issuance

28th April 2006

Maturity

5 years from the issuance date

Date of Expiry

27th April 2011

Exercise Period

Exercise Ratio

TRUETK: Capital Structure

The 1st Certificate:

Warrant Holders shall be starting exercising from 13th May 2006 until its expiration.

The 2nd Certificate:

Warrant Holders shall be starting exercising from 13th May 2007 until its expiration.

The 3rd Certificate:

Warrant Holders shall be starting exercising from 13th May 2008 until its expiration.

One unit of warrants entitles to purchase one ordinary share at Baht 9.73

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Employee Stock Option Plan 2006 The Annual General Meeting of the Shareholders of the Company for the year 2006 held on 11th April 2006 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. Summary details are as follows:

Number of Warrants Issued and Outstanding

: 36,051,007 units

Date of Issuance

31st January 2007

Maturity

5 years from the issuance date

Date of Expiry

30th January 2012

Exercise Period

Exercise Ratio

TRUETK: Capital Structure

The 1st Certificate:

Warrant Holders shall be starting exercising from the last business day of April 2007 until its expiration.

The 2nd Certificate:

Warrant Holders shall be starting exercising from the last business day of April 2008 until its expiration.

The 3rd Certificate:

Warrant Holders shall be starting exercising from the last business day of April 2009 until its expiration.

One unit of warrants entitles to purchase one ordinary share at Baht 10.19

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. Currently, there are 699.36 million convertible preferred shares which are still outstanding. 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 Meeting of the Shareholders of the Company for the year 2000 held on 27th 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, not exceeding 35 persons. 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 Meeting of the Shareholders of the Company 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 Meeting of the Shareholders of the Company 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 Meeting of the Shareholders No. 3/2547 of the Company held on 23rd September 2004 has approved the issuance and the offer of non-transferable warrants to

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 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 Meeting of the Shareholders No. 2/2547 of the Company held on 10th June 2004) 6. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2005) The Extraordinary General Meeting of the Shareholders No. 1/2548 of the Company held on 15th July 2005 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level in the total of 18,774,429 units (“ESOP 2005”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 18,774,429 new ordinary shares to be reserved for exercise of the warrants right according to such plan. 7. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2006) The Annual General Meeting of the Shareholders of the Company for the year 2006 held on 11th April 2006 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level in the total of 36,051,007 units (“ESOP 2006”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 36,051,007 new ordinary shares to be reserved for exercise of the warrants right according to such plan. 8. For the capital increase to reserve for IFC The Annual General Meeting of the Shareholders of the Company for the year 2006 (is made in order to replace the past resolution of the Extraordinary General Meeting of the Shareholders No. 1/2548) 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.

TRUETK: Capital Structure

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

8.2 SHAREHOLDERS

True Corporation Public Company Limited Major Shareholders 1 (as of 23rd February 2007) NAME

1. 2. 3. 4. 5. 6.

CP Group

THAI TRUST FUND

KREDITANSTALT FÜR WIEDERAUFBAU (“KfW”) THAI NVDR COMPANY LIMITED

STATE STREET BANK AND TRUST COMPANY 8

CHASE C.S. CENTRAL NOMINEES LIMITED

STATE STREET BANK AND TRUST COMPANY FOR AUSTRALIA 9

SOMERS (U.K.) LIMITED

1 2 3

5 6

7 8 9 10

MORGAN STANLEY & CO INTERNATIONAL LIMITED

HSBC (SINGAPORE) NOMINEES PTE LTD

No. of Shares (Million Shares)

% of Total Issued Shares 2

1,368.64

30.40

357.99

7.95

341.37

7.58

287.82

6.39

161.69

3.59

155.27

3.45

137.83

3.06

114.39

2.54

86.46

1.92

84.67

1.88

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 (99.99% held by Charoen Pokphand Group Co., Ltd. (“CPG”)) 3) Charoen Pokphand Foods Public Company Limited (35.28% 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 om p an y L im i ted (99.44% held by Charoen Pokphand Foods Public Company Limited) 5 ) B ang ko k Agro-Industri al Prod uc ts Publ ic Comp any Li mi ted (99.90% held by Charoen Pokphand Foods Public Company Limited) 6 ) C h aroe n Pokp h and Northeastern Public Company Limited (99.61% held by Charoen Pokphand Foods Public Company Limited) 7) Kasetphand Industry Company Limited (99.99% held by CPG) 8) Charoen Pokphand IN-EX Company Limited (99.99% held by CPG) 9) Unique Network Company Limited (29.00% held by Bangkok Telecom Holding Company Limited and 58.94% held by connected person(s) of CPG pursuant to the section 258 of the Securities and Exchange Act) 10) Wide Broad Cast Company Limited (29.00% 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 (99.99% held by CPG) 12) Star Marketing Company Limited (99.99% held by CPG) 13) Advance Pharma Company Limited (99.99% held by CPG) 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 February 2007, Thai Trust Fund held shares for KfW 7.95 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. 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 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. 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 Australia 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 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.

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, 2006, the total liabilities of the Company and its subsidiaries according to the consolidated financial statements is Baht 113,367 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 776 11,775 8,838 2,608 5,724 2,512 32,233

80,108 184 842 81,134 113,367

As of December 31, 2006, 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 89,906 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)

52,839 million; denominated in US Dollar currency of Baht 33,636 million (or USD 928 million); and denominated in Yen currency of Baht 3,431 million (or Yen 11,219 million). Since the debt restructuring on December 22, 1999 until December 31, 2006, 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.

July 2006

The company prepaid Secured Debenture with Periodic Payments No. 1/2545 in partially amount Baht 1,787 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 41.2% as of December 31, 2006.

TRUETK: Capital Structure

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

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

95,200

86,044 80,000

76,520

89,906

7,000

3,431

4,729

78,710 75,051

6,591

4,010

8,205

77,187 73,634

6,664

73,379 11,581

16,091

16,239

60,000

33,636

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

52,839

38,252 32,271

32,152 23,826

0 1998

1999

Baht loan

2000

2001

2002

US$ Loan

2003

2004

2005

2006

Yen Loan

Debentures 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) Early Redeemable Secured Debenture with Periodic Payments No. 1/2545, Due 2008 amount 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) Par value per unit 1,000 Baht 2) Partially Guaranteed Early Redeemable Secured Debenture with Periodic Payments No. 2/2545, Due 2011 amount 6,750,000 units, valuing in the amount of Baht 6,750,000,000 (six billion seven hundred fifty million Baht) Par value per unit 1,000 Baht 3) Secured Debenture with Periodic Payments No. 1/2546, Due 2007 amount 3,319,000 units, valuing in the amount of Baht 3,319,000,000 (three billion three hundred and nineteen million Baht) Par value per unit 1,000 Baht 4) Secured Debenture with Periodic Payments No. 1/2547, Due 2011 amount 2,413,000 units, valuing in the amount of Baht 2,413,000,000 (two billion four hundred and thirteen million Baht) Par value per unit 1,000 Baht

TRUETK: Capital Structure

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Secondary Market of Debentures Currently, Debentures of the Company can be traded and invested on the Thai Bond Market Association. 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 25th May 2006. 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 25th May 2006. 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 25th May 2006. 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 25th May 2006. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.

Distribution & Sales

Office / SME Solution & Wireless Access

TRUETL: Management

Marketing

Home / Consumer Solution & Highspeed Access

Customer Management

Corporate Solution, Wholesales & Data

Legal

Corporate Communication & Public Affairs

Operation

President / Chief Executive Officer

Board of Directors

Audit Committee

Finance Committee

Human Resources

Finance & Accounting

Research & Development

Group Investment

Corporate Planning & Quality Assurance

Group Internal Audit

Annual Registration Statements (Report Form 56-1)

Marketing & Brand Committee

True Corporation Public Company Limited

Group Management Committee

Independent Committee

Corporate Governance Committee

Compensation & Nominating Committee

9.1 Management Structure

9. MANAGEMENT

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The Management Structure of the Company consists of: A.

The Board of Directors

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. A.

The Executive Officers 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 that 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 law. As of 31st December 2006, the Company’s Board of Directors consists of 18 members as follows: 1)

4 Executive Directors

14 Non-Executive Directors consisting of: -

4 Independent Directors

10 Directors from various organizations relevant to the Company’s business, including the lender group’s representatives and the major shareholders

Definitions Executive Director means - A director who holds a management position and engages in the Company’s business management. Non-Executive Director means - A director who does not hold a management position and does not engage in the Company’s business management, whether or not he or she is an Independent Director.

TRUETL: Management

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Independent Director means a director who holds the following qualifications: - Is not engaged in the business management of the Company, or of any affiliated, associated or related company or major shareholder of the Company, and is not an employee, staff member or consultant receiving a salary from the Company, any affiliated, associated or related company or major shareholder of the Company. An Independent Director also has no power of control over the Company, any affiliated or associated company, or any person with a conflict of interest with the Company. - Holds less than 5 percent of the Companyâ&#x20AC;&#x2122;s total shares with voting rights, and holds less than 5 percent of the total shares of any company affiliated, associated with or related to any person who may have a conflict of interest with the Company as prescribed by Article 258 under the Securities Act B.E. 2535. - Is not connected or related to executives or major shareholders of the Company, or to any companies affiliated or associated with any person who has a conflict of interest with the Company. - Does not represent or protect the interests of the Board of Directors, major shareholders, or shareholders who are related to the major shareholders of the Company. - Is able to perform and provide comments on, or report on, the performance of the Board of Directors in an independent manner. Is not under the control of management or major shareholders including related persons or close relatives of the said person. The Board of Directors of the Company (as of 31st December 2006) is as follows: Name

Position

Mr. Narong

Srisa-an

Independent Director

Mr. Vitthya

Vejjajiva

Independent Director and Chairman of the Audit Committee

Dr. Kosol

Petchsuwan

Independent Director and Member of the Audit Committee

Mr. Joti

Bhokavanij

Independent Director and Member of the Audit Committee

Mr. Dhanin

Chearavanont

Chairman

Mr. Sumet

Jiaravanon

Vice Chairman

TRUETL: Management

True Corporation Public Company Limited

Name

Annual Registration Statements (Report Form 56-1)

Position

Dr. Ajva

Taulananda

Vice Chairman

Mr. Chaleo

Souvannakitti

Vice Chairman

Mr. Athueck

Asvanund

Vice Chairman and Group General Counsel

10. Mr. Supachai

Chearavanont

Director, President and Chief Executive Officer

11. Mr. Soopakij

Chearavanont

Director

12. Mr. Chatchaval

Jiaravanon

Director and Managing Director-Group Investment

13. Mr. Vichaow

Rakphongphairoj

Director, Managing Director and Chief Operating Officer

14. Mr. Umroong

Sanphasitvong

Director

15. Mr. Heinrich

Heims

Director

16. Mr. Andreas

Klocke

Director

17. Mr. Harald

Link

Director

18. Dr. Lee

Lam

Director

All Director qualifications have been prescribed by law. None are prohibited persons under the laws and regulations 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, with the Company’s seal affixed. Authority and Responsibilities of the Board of Directors The Board of Directors is granted the authority and duty to manage the Company in compliance with the Company’s objectives and Articles of Association, and the resolutions of shareholder meetings. With regard to the management of the Company, the Board of Directors has the authority to make any decision related to the Company’s regular operations except for matters that require the approval of the shareholder meeting as specified by law. In addition, the Board of Directors may grant authorization to one or more directors, or any other person, to perform any acts on its behalf. However, for any decision on major operations such as a major investment or a major loan procurement, the management team shall propose the said transactions to the Board of Directors for approval.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

In the year 2006, the Board of Directors held 7 meetings. Director attendance at those meetings was as follows: Directors

Attendance / Number of Meetings* (times)

1. Mr. Narong

Srisa-an

4/7

2. Mr. Vitthya

Vejjajiva

5/7

3. Dr. Kosol

Petchsuwan

7/7

4. Mr. Joti

Bhokavanij

6/7

5. Mr. Dhanin

Chearavanont

3/7

6. Mr. Sumet

Jiaravanon

1/7

7. Dr. Ajva

Taulananda

7/7

8. Mr. Chaleo

Souvannakitti

7/7

9. Mr. Athueck

Asvanund

7/7

10. Mr. Supachai

Chearavanont

7/7

11. Mr. Soopakij

Chearavanont

1/7

12. Mr. Chatchaval

Jiaravanon

4/7

13. Mr. Vichaow

Rakphongphairoj

7/7

14. Mr. Umroong

Sanphasitvong

7/7

15. Mr. Heinrich

Heims

3/7

16. Mr. Andreas

Klocke

7/7

17. Mr. Harald

Link

5/7

Lam

6/7

18. Dr. Lee Remark: *

â&#x20AC;&#x153;Attendance / Number of Meetingsâ&#x20AC;? shows how many meetings in 2006 each director has attended compared to the total number of meetings held since each director was appointed.

TRUETL: Management

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

All directors are committed to their responsibilities as Directors. They cooperate on all director decisions affecting the Company, which entails major work and responsibilities. All directors attend all meetings except in unavoidable circumstances. Directors otherwise engaged in this way notify the Board of their absence in advance while providing their comments on the major agenda items. In addition, the Board of Directors supports seminars organized by the Thai Institute of Directors Association (“IOD”). Some of the Directors have also been the Independent Director who has the real independence and have not been the authorized signatory binding the Company. All Directors are properly qualified and comply with the principles stipulated by the Securities and Exchange Commission, and the Stock Exchange of Thailand. Election of Directors The Company allows minority shareholders to submit nominations for directors before the 2007 AGM by using the form provided by the Company and sending it by registered mail to the Company. The Compensation and Nominating Committee is responsible for appraising the qualifications of persons proposed as directors (including independent directors) of the Company in light of the significant prestige and experience required to fill the role. The Committee’s deliberations are presented to the Board of Directors for initial consideration. The Board of Directors then presents the relevant information, together with the Compensation and Nominating Committee’s opinion, to the Shareholders’ Meeting ahead of any election. Directors are appointed by shareholders by majority vote. All shareholders have the rights to appoint directors. Each shareholder is entitled to one vote for each share held and is entitled to participate in the voting for all directors, provided that they do not split their votes among candidates. B. The Committees of the Board of Directors 1) Audit Committee The Audit Committee of the Company consists of 3 persons as follows: 1.

Mr. Vitthya

Vejjajiva

Chairman of the Audit Committee

Dr. Kosol

Petchsuwan

Member of the Audit Committee

Mr. Joti

Bhokavanij

Member of the Audit Committee

TRUETL: Management

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

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 systems and the 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 practices of the Company to ensure compliance with the regulations of the Securities and Exchange Act, Rules and Regulations of the Stock Exchange of Thailand and related law and regulations; 5. To review the disclosure of information of the Company to ensure the accuracy and adequacy of said information in case that there is a connected transaction that may lead to a conflict of interest; 6. To prepare a report on monitoring activities of the Audit Committee 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. In the year 2006, the Audit Committee held 6 meetings. The member of the committee in attendance at those meetings was as follows: Name

Attendance / Number of Meetings* (times)

1. Mr. Vitthya Vejjajiva

6/6

2. Dr. Kosol

Petchsuwan

6/6

3. Mr. Joti

Bhokavanij

6/6

Remark: *

“Attendance / Number of Meetings” shows how many meetings in 2006 each director has attended compared to the total number of meetings held since each director was appointed.

2) Independent Committee The Committee is responsible for reviewing the entering into highly significant connected transactions. The Committee consists of the following members: 1.

Mr. Narong

Srisa-an

Independent Director

Mr. Joti

Bhokavanij

Independent Director and Member of the Audit Committee

Mr. Andreas

TRUETL: Management

Klocke

KfW-nominated Director

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Mr. Supachai

Chearavanont

CP-nominated Director

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 a case. 3) Compensation and Nominating Committee The

Compensation

and

Nominating

Committee

responsible

for

making

recommendation to the Board of Director regarding the compensation of directors and CEO; and the nomination of directors of the Company. The Committee consists of the following members: 1.

Mr. Dhanin

Chearavanont

Mr. Heinrich

Heims

Mr. Soopakij

Chearavanont

Mr. Umroong

Sanphasitvong

In 2006, the Compensation and Nominating Committee held one meeting. The member of the committee in attendance at that meetings was as follows: Name 1. 2. 3. 4.

Mr. Mr. Mr. Mr.

Dhanin Heinrich Soopakij Umroong

Remark: *

Attendance / Number of Meetings* (times)

Chearavanont Heims Chearavanont Sanphasitvong

0/1 1/1 1/1 1/1

â&#x20AC;&#x153;Attendance / Number of Meetingsâ&#x20AC;? shows how many meetings in 2006 each director has attended compared to the total number of meetings held since each director was appointed.

4) Finance Committee The Finance Committee assists the Board of Directors in reviewing the financial management of the Company. The Committee consists of the following members: 1.

Dr. Ajva

Taulananda

Mr. Chaleo

Souvannakitti

Mr. Heinrich

Heims (alternates being Mr. Andreas Klocke)

4. Mr. Umroong

TRUETL: Management

Sanphasitvong

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

In 2006, the Finance Committee held 6 meetings. The member of the committee in attendance at those meetings was as follows: Name

Attendance / Number of Meetings* (times)

1. Dr. Ajva

Taulananda

5/6

2. Mr. Chaleo

Souvannakitti

6/6

3. Mr. Andreas

Klocke

4/6

4. Mr. Umroong Sanphasitvong Remark: *

4/6

“Attendance / Number of Meetings” shows how many meetings in 2006 each director has attended compared to the total number of meetings held since each director was appointed.

5) Corporate Governance Committee The Corporate Governance Committee assists the Board of Directors in setting policy on the Corporate Governance of the Company. The Committee consists of the following members: 1.

Mr. Narong

Srisa-an

Mr. Vitthya

Vejjajiva

Dr. Kosol

Petchsuwan

Mr. Joti

Bhokavanij

Mr. Andreas

Klocke

Dr. Ajva

Taulananda

In 2006, the Corporate Governance Committee held two meetings. The member of the committee in attendance at those meetings was as follows: Name

Attendance / Number of Meetings* (times)

1. Mr. Narong

Srisa-an

2/2

2. Mr. Vitthya

Vejjajiva

1/2

3. Dr. Kosol

Petchsuwan

2/2

4. Mr. Joti

Bhokavanij

2/2

5. Mr. Andreas

Klocke

1/2

6. Dr. Ajva

Taulananda **

0/2** Remark: * “Attendance/Number of Meetings” shows how many meetings in 2006 each director has attended compared to the total number of meetings held since each director was appointed. ** Dr. Ajva Taulananda was appointed as a member of the Corporate Governance Committee on 17th November 2006, after the last Corporate Governance Committee meeting of the year.

TRUETL: Management

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

C. The Executive Officers As of 31st December 2006, the executive officers of the Company are as follows: Name

Position

Mr. Supachai

Chearavanont

Director, President and Chief Executive Officer

Mr. Vichaow

Rakphongphairoj

Director, Managing Director and Chief Operating Officer

Mr. Chatchaval Jiaravanon

Director and Managing Director - Group Investment

Mr. Athueck

Asvanund

Vice Chairman, Group General Counsel and Acting Company Secretary

Mr. William

Harris

Chief Financial Officer

Mr. Thiti

Nantapatsiri

Managing Director - Home / Consumer Solution & Highspeed Access

Mr. Adhiruth

Thothaveesansuk

Managing Director - Office / SME Solution & Wireless Access

Mr. Songtham Phianpattanawit

Managing Director - Corporate Solution, Wholesales & Data

Note:

The term “Executive Officers” refers to Directors, the President and persons with managerial authority who are among the top four ranked individuals in the Company, after the President, and all other persons who occupy a position equivalent to a top four ranking.

All the Executive Officers’ qualifications have been prescribed by law and the Officers themselves are not forbidden individuals under the laws and pronouncements of the Securities and Exchange Commission and the Stock Exchange of Thailand. Authority and Responsibility of the President The President has authority to supervise and carry on the Company’s day-to-day business, and if any matter/transaction is important, the President will submit said matter/transaction to the independent directors and/or the relevant 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 or transaction proposed by the Company or its subsidiaries in which he or she may have a conflict of interest or any other form of conflict. In such a case, the matter/transaction has to be approved by the independent directors and/or the relevant Committee and/or the Board of Directors.

TRUETL: Management

True Corporation Public Company Limited

9.2

Annual Registration Statements (Report Form 56-1)

Remuneration of the Companyâ&#x20AC;&#x2122;s Directors and Executive Officers

(1) Remuneration (1.1) Remuneration of Directors The 18 directors of the Company were remunerated Baht 32.4 million for the year 2006.

Remuneration per person

Total

(Baht/year)

Group 1 - Chairman

3,600,000

(Mr. Dhanin Chearavanont)

3,600,000

- Independent Director who is also the Chairman of the Committee (Mr. Vitthya Vejjajiva) Total

7,200,000

Group 2 - Independent Directors who are also Committee members

2,400,000

(Mr. Narong Srisa-an, Dr. Kosol Petchsuwan and Mr. Joti Bhokavanij) Total

7,200,000

Group 3 - Vice Chairmen

1,800,000

(Mr. Sumet Jiaravanon, Dr. Ajva Taulananda, Mr. Chaleo Souvannakitti and Mr. Athueck Asvanund) Total

7,200,000

Group 4 - Directors

1,200,000

(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) Total Grand Total

TRUETL: Management

10,800,000 32,400,000

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(1.2)

Remuneration of Executive Officers

The top eight executives received remuneration totaling Baht 109.12 million for the year 2006 (January to December), which included Baht 85.20 million for salary, Baht 19.48 million for performance pay and Baht 4.44 million for provident fund. (2) Other Compensation Other compensation received by Directors and Executive Officers of the Company are under the Employee Stock Option Plan 5 Project, namely: (2.1)

Employee Stock Option Plan 2005

(2.2)

Employee Stock Option Plan 2004

(2.3)

Employee Stock Option Plan 2003

(2.4)

Employee Stock Option Plan 2002

(2.5)

Employee Stock Option Plan 2000

In addition, the Annual General Meeting of the Shareholders for the year 2006 approved a project named ESOP 2006 and later on the Securities and Exchange Commission (“SEC”) granted the approval of the issuance and offering of the warrant under this project. The Company issues and offers the warrants on 31st January 2007. The Company has disclosed the detail of said 5 ESOP Projects in “Capital Structure” (Warrant and Obligation in stock issuance in the future)

Details of warrants allotted to Directors and Executive Officers under ESOP Plan Warrants under

Warrants under

ESOP 2005

ESOP 2004

ESOP 2003

ESOP 2002

ESOP 2000

Name

No. of

% of

No. of

% of

No. of

% of

No. of

% of

No. of

% of

warrants

project

warrants

project

warrants

project

warrants

project

warrants

project

1. Dr.Ajva

Taulananda

2,240,000

6.06

2. Mr.Soopakij

Chearavanont

4,130,000

11.16

3. Mr.Supachai

Chearavanont

1,900,000

10.12

2,434,077

12.74

3,696,402

18.61

7,058,824

19.01

6,510,000

17.60

4. Mr. Vichaow

Rakphongphairoj

1,000,000

5.33

1,277,890

6.69

1,617,176

8.14

3,088,235

8.32

2,800,000

7.57

5. Mr.Chatchaval

Jiaravanon

350,000

1.86

1,277,890

6.69

1,940,611

9.77

3,705,882

9.98

4,130,000

11.16

6. Mr.Athueck

Asvanund

1,200,000

6.39

1,331,136

6.97

2,021,470

10.18

3,860,294

10.40

5,320,000

14.38

7. Mr.William

Harris

1,000,000

5.33

1,277,890

6.69

1,297,838

6.53

3,000,000

8.08

945,000

2.55

8. Mr.Adhiruth

Thothaveesansuk

1,000,000

5.33

1,277,890

6.69

850,404

4.28

1,503,662

4.05

9. Mr.Thiti

Nantapatsiri

1,000,000

5.33

1,277,890

6.69

10. Mr.Songtham

Phianpattanawit

1,000,000

5.33

1,277,890

6.69

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

9.3 Corporate Governance Report In 2006 the Company started to carry out its business according to the Principles of Good Corporate Governance for Listed Companies 2006 issued by the Stock Exchange of Thailand (SET). The first guideline consisted of 15 practices issued on March 2002, then fine tuned and modified by the SET in line with the Organization for Economic Cooperation and Development (OECD) Principles of Corporate Governance 2004 and World Bank suggestions from its corporate governance project called Reports on the Observance of Standards and Codes (CG-ROSC).

True’s good corporate governance

practices are summarized as follows: Corporate Governance Practice True has two levels of corporate governance oversight; by the Board of Directors and by management. The Board of Directors has established the Corporate Governance Committee which comprises Mr. Narong Srisa-an, Mr. Vitthya Vejjajiva, Dr. Kosol Petchsuwan, Mr. Joti Bhokavanij, Mr Andreas Klocke and Dr. Ajva Taulananda. Corporate governance at management level is overseen by the CEO and other senior executives. Section 1 Rights of Shareholders 1.

The Board of Directors has established a corporate governance policy that takes into account – as much as possible – the rights of shareholders, without being limited to the rights specified only by law. The Board of Directors has approved and implemented the new Corporate Governance policy which has been amended to be in line with the Principles of Good Corporate Governance for Listed Companies 2006 issued by the Stock Exchange of Thailand and combined with the concept of Sufficiency Economy.

The Company held its Annual General Meeting of Shareholders for the Year 2006 on April 11, 2006 by taking into account of convenience of shareholders, the meeting was scheduled on a working day during working hours and held in Bangkok where transportation is convenient.

The Company will send shareholders an invitation letter to inform them of dates, times, locations, meeting agendas and the background to issues which shareholders are being asked to vote on, and rules and regulations for the meeting and its voting processes.

This information is provided to shareholders in the notice of meeting in accordance with the legally required advance period. Information is explained in detail so a reader who has no background knowledge of the topic will still be able to easily

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

understand it. Since March 24, 2005, all information regarding shareholder meetings has been posted on the Company’s website before notice of the meetings is sent out, so that shareholders can study all information prior to receiving the notice. 5.

The Company’s policy prohibits any action that could be considered to violate a shareholder’s right to access information on the shareholder meeting. Shareholders can make advance inquiries about information they do not understand or submit advance questions to the Company’s Investor Relations Department on 0-2699-2515 or to the Company Secretary Department on 0-2643-0076.

To encourage attendance at shareholder meetings, the Company provides free-ofcharge refreshments and snacks for shareholders before and after meetings as well as souvenirs. The Company encourages shareholders’ participation and voting in meetings at no charge. Any action that could be considered to violate their right to attend meetings is prohibited. The Company has streamlined its procedures for attending and voting at meetings. The chairman of the meeting ensures there is appropriate time set aside for discussion and encourages shareholders to express their opinions and ask questions related to the Company’s operations. Moreover, after the meeting directors meet with shareholders in person and provide them with an opportunity to ask any questions they may not want to ask during the meeting. Section 2 Equitable Treatment of Shareholders

The Company allows shareholders who cannot attend meetings to cast a proxy vote. Shareholders must submit a proxy form to the Company Secretary Department before the meeting so it can be verified.

The Company encourages the use of proxy forms on which shareholders can specify their voting preferences. The Company provides an option for shareholders to appoint the Chairman of the Audit Committee, who is an independent director, as their proxy.

The Company allows minority shareholders to propose any issues to be added to the meeting agenda as well as submitting nominations for directors before the 2007 AGM by using the form provided by the Company and sending it by registered mail to the Company from December 1, 2006 to January 31, 2007. The Company posted the above proposals on its website and through the SET’s electronic media.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

For the sake of transparency and historical record, the Company encourages the use of voting cards. The voting cards will be kept as evidence if there is any argument after the meeting.

The Company allows shareholders to vote on individual nominees.

The Company’s code of conduct covers inside information and insider trading, as well as the use of applicable laws to monitor and prevent the personal use of confidential Company information by management and related persons. In addition, the Company prohibits directors and senior management using inside information in violation of their responsibilities to the Company, its shareholders and its strict compliance policy. Material information which has not yet been disclosed is kept confidential, apart from disclosure to the relevant senior management of the Company. Directors and senior management must report purchases, sales, transfers and assignations of securities issued by the Company to the Securities and Exchange Commission (SEC) within three days of the transaction’s execution, and provide a copy of this report to the Company for its records and incorporation in its regular report to the Board of Directors.

In 2006 there is no Board members or executives having a conflict of interest in proposed Company transactions

The Company has measures and procedures for approving the entering into 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”) i.e. related party transactions must obtain approval from the Independent Directors to be processed according to the internal procedure relating to related party transactions, details of which have been stipulated by the Independent Directors. If any related party transaction is deemed to be a connected transaction, the said transaction must be approved by the Audit Committee, the Board of Directors and/or Shareholders Meeting – as the case may be – according to the Regulations of the Stock Exchange of Thailand. The Company has also established an Independent Committee to take part in monitoring highly significant connected transactions. This committee comprises independent directors, creditor-nominated directors and directors representing major shareholders. If any major shareholder has a conflict of interest, directors nominated by this shareholder will abstain from the Independent Committee meeting to consider the case.

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Section 3 Role of Stakeholders 1. The Board of Directors recognizes the importance of acknowledging the rights of all stakeholders and their ability to positively influence the Company’s conduct and activities, and vice versa. Accordingly, the Company has established a “Code of Conduct” covering employees and stakeholders which includes: Employees i

The right to privacy and the right to be protected from any violation of that privacy

The right to receive fair and equal treatment

The right to fair and equal employment rights such as the right to take leave and to receive fringe benefits, and the opportunity to be promoted, to transfer to other work units, and to receive performance assessments

Customers i

The right to receive fair and equal treatment

The right to receive full and efficient service from the Company’s employees

The right to receive quality goods and highly efficient service

The right to protection of confidential information

Suppliers and dealers (business partners) i

The right to fair and equal treatment

The right to protection of confidential information

The right to be treated honestly and reliably

The right to information on relevant laws, regulations and policies

The right to fair competition

Creditors i

The right to receive honor compliance (with all agreements in accordance with their terms and relevant laws and regulations)

The right to receive correct and complete financial information

The right to receive payments owing, as well as safeguarding all guaranteed assets given as security

TRUETL: Management

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Investors i

The right to receive fair and equal treatment

The right to be treated with the best intentions of the management to operate the business with their best knowledge, skills, and honesty

The right to be protected from the use of insider information for pursuing private interests

Government agency i

The right to regulate, monitor and punish according to laws and regulation and the government agency’s standard practice.

2. The Company’s Internal Audit Department reports directly to, and is accountable to, the Audit Committee. The Company provides opportunities for its employees to address their concerns directly to this department or the Audit Committee. 3. The Company operates its business while taking into consideration environmental and social matters and is focused on promoting a knowledge-based society as a path to sustainable development for Thailand. The Company uses modern telecommunications technology to develop educational projects which help with the development of youth and underprivileged children in Thai society. A knowledge-based society offering a better quality of life is an important foundation for ensuring Thailand’s future prosperity. The Company has established various environmental projects and activities such as: i

Mobile Phone Battery Disposal Project: The Company fully supports the Mobile Phone Battery Disposal Project initiated by the Ministry of Natural Resources and Environment to dispose of mobile phone batteries correctly and safely. The Company joined the project by promoting the risk that expired mobile phone batteries pose to the environment if incorrectly disposed of. Unwanted batteries can be left in collection boxes at all True Shops and True Move Shops nationwide.

Dropwire Reuse Project: A project reusing dropwire that is not in service and has become “aerial garbage”.

Beautiful River by True: The Company’s fixed line team is working with Bang Plat District’s Environmental Office to collect garbage in the Chao Phraya River.

Solar Energy Project: The Company is working with King Mongkut’s Institute of Technology Ladkrabang to encourage the use of solar energy to tackle fuel shortage problems and reduce environmental impacts. This includes offering high

TRUETL: Management

100

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

speed Internet connections powered by solar cells and by using solar energy for hi-tech home solutions. i

Bangkok Surrounding Improvement Project: A joint venture between Bangkok Metropolitan Administration and the Company to tidy up all fixed line cabling along Bangkok’s main roads to commemorate the Auspicious Occasion of the Sixtieth Anniversary of His Majesty the King’s Accession to the Throne.

Save Pattaya Beach Campaign: A joint venture between the Company and Pattaya City Council to collect garbage on a three kilometer stretch of central Pattaya beachfront.

Natural and Environmental Preservation for Youth: Activities to raise youth awareness of natural and environmental preservation are being jointly undertaken by the Company, Rangsit Nature Education Center and WWF Thailand. The project team has arranged two activities: “Our Sea We Love” and “Life On Our Planet” at Digital Playground by True on the third floor of Bangkok’s shopping mega mall Siam Paragon to encourage the younger generation to preserve nature and the environment.

Nature Classroom Project: This project takes education outside the traditional classroom by helping students in schools under the management of the Bangkok Metropolitan Administration’s Education Department to learn more about preserving nature and the environment. The project’s activities include marine tours to Siam Ocean World at Siam Paragon.

The Nature Conservation Photography Contest - “Precious Wildlife and Valued Forest”: This program aims to build awareness of nature and the environment, especially forest and wildlife, through a photography contest held annually since 1995 and now in its 12th year. The program also includes a phototaking forum where leading photographers and nature preservation activists are invited to share their knowledge and viewpoints on photo-taking technique as well as natural and environmental preservation. So far this year we have held seven of these forums.

The Company is also considering establishing an environmental and social policy and submitting it to the Board of Directors in 2007.

TRUETL: Management

101

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Section 4 Disclosure and Transparency 1.

The Company discloses financial and non-financial information (as required by SET regulations) accurately, thoroughly, and in a timely and transparent manner through various channels including the SET and the Company’s website, in Thai and English. All disclosed information is updated from time to time. The Company also posts on its website detailed information for analysts and investors such as a graphical summary of financial results showing core business performance, comparative balance sheets, investor news, etc.

The Company provides a summary of the Corporate Governance Policy approved by its Board and corporate governance practice through various channels such as the annual report and website.

The Company provides a statement of the Board’s responsibilities concerning the Company’s financial report. This statement is presented alongside the auditor’s report in the Company’s annual report.

The Company discloses the roles and responsibilities of the Board of Directors and its committees, the total number of meetings and the number of meetings each member attends, as well as the results of tasks performed during the year in the annual report and in shareholder meeting notices, according to SET and the SEC regulations.

The Company paid Directors remuneration in 2006 according to rates approved by shareholders at the 2006 AGM, which are the same rates approved by the 1998 and 2002 AGMs and which have not changed for several years. Remuneration of Directors is paid on a monthly basis as follows: Chairman

Baht 300,000 per month

Honorary Chairman

Baht 200,000 per month

Vice Chairman

Baht 150,000 per month

Director

Baht 100,000 per 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.

TRUETL: Management

102

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Independent Directors who hold a position on a Committee shall receive remuneration as follows: Independent Directors who is also the Chairman of a Committee Baht 300,000 per month Independent Directors who is also member of a 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 6.

In 2006 the Company paid senior executives remuneration according to their contributions and responsibilities, commensurate with that paid by other companies in the same industry.

The Company discloses details of its remuneration, including the nature and amount of payment, in its annual report and annual registration statement (Form 56-1).

The Company’s Investor Relations Department communicates with external parties in a fair and professional manner. Section 5 Responsibilities of the Board

1. Board Structure 1.1

The Board of Directors consists of four executive directors and 14 nonexecutive directors. Independent directors make up 22 percent of the total number.

1.2

The term of service for each director is clearly stated in the Company’s corporate governance policy and Articles of Association which are in accordance with legal requirements.

1.3

The Company has specified the details of independent directors’ qualifications in its annual registration statement (Form 56-1) and the annual report.

1.4

The Company details the background and position of each member of the Board in its annual report and annual registration statements (Form 56-1). Shareholders can download this information from the SET website at www.set.or.th or from the Company website at www.truecorp.co.th.

1.5

Board policy specifies that directorships held in other companies by the Company’s senior executives must be disclosed to their superiors.

1.6

The Chairman of the Board is a non-executive director and the CEO is not the same person as the Chairman. The roles and responsibilities of the Chairman

TRUETL: Management

103

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

are in accordance with the law. The roles and responsibilities of the CEO are determined by the Board of Directors. 1.7

The Company Secretary serves the Board of Directors by providing legal advice, helping organize the Board’s activities, and monitoring compliance with the Board’s resolutions. The Company Secretary also meets with counterparts from other listed companies from time to time to discuss best practice.

2. Committees 2.1

As well as the Audit Committee established by the Company according to SET regulations, the Board of Directors has established the following committees to manage good corporate governance: The Compensation and Nominating Committee is responsible for making recommendation to the Board of Director regarding the compensation of directors and CEO; and the nomination of directors of the Company. The Finance Committee is responsible for assisting the Board of Directors to review and monitor the Company’s financial management. The Corporate Governance Committee assists the Board of Directors to establish and review the Company’s corporate governance policy as well as making sure that the Company has a sound and appropriate corporate governance practice. The Independent Committee is responsible for reviewing and monitoring Company transactions which may involve highly significant conflicts of interest.

2.2

So that the committees can perform their duties transparently, independently, and at the same time effectively, their membership comprises independent directors, creditor-nominated directors and non-executive directors.

3. Roles and Responsibilities of the Board 3.1

The Board of Directors reviews and approves key business matters such as the vision and mission of the Company, strategy, financial targets, risks, major plans of action and budget. The Board also monitors the performance of management to ensure their efficiency and effectiveness.

3.2

The Board sets and approves a written corporate governance policy for the Company and reviews the policy and its compliance regularly, at least annually.

TRUETL: Management

104

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

In 2006, the Board of Directors approved and implemented the new Corporate Governance policy (which has been amended and proposed by the Corporate Governance Committee) to be in line with the Principles of Good Corporate Governance for Listed Companies 2006 issued by the Stock Exchange of Thailand, combined with the concept of Sufficiency Economy. 3.3

The Board of Directors ensures that a written code of business conduct is in place so that all directors, executives and employees understand the Companyâ&#x20AC;&#x2122;s ethical standards for doing business. Compliance with the code is closely monitored by the Board.

3.4

The Board of Directors considers transactions involving conflicts of interest thoroughly. It follows clear guidelines on approving such transactions so that they are conducted in the best interests of the Company and all shareholders. The person who has an interest in the transaction does not participate in the decision-making process. The Board also monitors compliance with the regulations regarding criteria, procedures and disclosure of transactions involving conflicts of interest.

3.5

The Board of Directors ensures that internal control systems are in place, including financial, compliance and policy controls, and reviews the system at least annually. The Board also assigns the Audit Committee to monitor the independent audit and report on the system.

3.6

The Company runs a risk management system covering operational and financial risk as well as maintaining internal auditing using a risk-based audit approach. To manage operational risk the Company has established the BCP Steering Committee to develop and maintain a business continuity plan. The Company has also established a Crisis Management Team to support significant business operations of the Company which may face a crisis, by implementing and managing a crisis response. To manage financial risk, the Company has a financial management policy to mitigate risks arising from fluctuations in currency exchange rates. This policy includes entering into forward foreign exchange contracts, negotiating payment terms for individual foreign currency settlements, and negotiating with foreign suppliers to share foreign exchange exposure, etc.

TRUETL: Management

105

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

4. Board Meetings 4.1

The Company sets its meeting schedule in advance and notifies each director of this schedule. However, in an emergency case the Company can also call for an additional Board meeting.

4.2

In 2006 the Company held seven Board meetings which are appropriate to the obligations and responsibilities of the Board and the nature of the Company during the year.

4.3

The Chairman and/or Vice Chairman of the Board and the CEO jointly set the agenda for each Board meeting.

Moreover, each Board member is free to

suggest agenda items. 4.4

Meeting documents are sent to each director before the meeting.

These

documents are concise but contain all relevant information. Any confidential issues are discussed during the meeting. 4.5

The Chairman of the Board allocates enough time for the meeting to receive full presentations from management and host comprehensive discussions by directors.

4.6

The Board is able to access additional information, under a prearranged agreement, via the CEO, the Company secretary and/or the executive designated as a contact person.

4.7

Top executives attend Board meetings to detail the issues that they are directly responsible for.

5. Board Self Assessment 5.1

The Board of Directors will start its annual Board Self Assessment in 2007

6. Remuneration 6.1

Board membersâ&#x20AC;&#x2122; remuneration is commensurate with that of other directors in the Companyâ&#x20AC;&#x2122;s industry, and reflects the experience, obligations, range of work, accountability, responsibilities and contributions of each director. Members of the Board with greater responsibilities, such as independent directors who also hold committee memberships, are paid more.

TRUETL: Management

106

True Corporation Public Company Limited

6.2

Annual Registration Statements (Report Form 56-1)

Remuneration of the CEO and top executives is set in accordance with Board policy, within the limits approved by shareholders (for the types of remuneration that require such approval). Executives’ salaries, bonuses, and other long-term compensation reflect the Company’s performance and that of each executive.

6.3

The Compensation and Nominating Committee appraises the performance of the CEO annually to set his compensation. The basis of the appraisal is agreed upon by the CEO ahead of the evaluation. The criteria are objective, including financial performance, long-term strategic performance, career development plan, etc. The results of the appraisal are then presented to the Board for approval. The Chairman of the Board or a senior director communicates the evaluation results to the CEO.

7. Board and Management Training 7.1

The Company encourages and facilitates training for all internal parties who have a role in corporate governance, including directors, members of the Audit Committee, executives, the Company Secretary, etc. Training – either internal or external – enables them to continuously improve their performances.

7.2

In 2006 the Company had no new Directors. However, the Company has a policy stipulating that every time it appoints new directors, the administrator has to provide all necessary documents and information on the nature of the business and the operations of the Company to the new Directors.

9.4

Insider Trading Policy

The Board of Directors is aware of the importance of protecting the Company from personal insider trading. The Company has a code of conduct regarding inside information and insider trading, as well as the use of applicable laws to monitor and prevent the personal use of confidential Company information by management and related persons. In addition, the Company has a policy of strict compliance to its requirement that Directors and senior management who have gained inside information on the Company by virtue of their positions do not use that information in any way that violates their responsibilities to the Company and its Shareholders. Material information which has not yet been disclosed is kept confidential, apart from disclosure to the relevant Director and senior management of the Company. Directors and senior management must report purchases, sales, transfers and assignations of the securities issued by the Company to the Securities and Exchange Commission (“SEC”) within three days and provide a copy of this report to the Company for its records and incorporation

TRUETL: Management

107

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

in its regular report to the Board of Directors. In this regard, Directors and senior management are required to submit an accurate report on the securities holder within the required period. This will be deemed one of the material obligations which senior management of the Company need to be aware of and need to meet. This gives confidence to Directors and senior management that the business is being managed and developed in a manner which is trustworthy, clear and transparent, and which is consistent with measurements related to Good Corporate Governance Policy. It also provides shareholders, including general investors, with confidence in the Company’s senior management. 9.5

Personnel

As of 31st December 2006, the total number of employees was as follows: Work Group and Classification

No. of Employees

Management

Service Area & Network Operation

2,055

Marketing & Sales

1,109

Information Technology

256

Customer Services

408

Finance & Accounting

224

Support

297 Total

4,434

Source : The Company Remuneration for the Company’s Employees Remuneration Â Monthly Salary Â Annual Performance Pay: between zero and 4 times the monthly salary, subject to the Company’s performance and financial status. Â Retirement:

the employee must be aged 60 years or can take early

retirement with agreement between the Company and the employee. Severance pay will be paid accord to the labor law. In 2006, the total remuneration for employees was approximately Baht 2,600.30 million consisting of wages, salaries, Social security cost, provident fund and other benefit (For details please see note 31 to the financial statements)

TRUETL: Management

108

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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

Annual Leave x The employee shall be entitled to paid annual leave of 10, 12 or 15 working days per calendar year dependent on the seniority of their position or their number of years of service as follows: o

Assistant Director or equivalent level and upwards: 15 working days

Below Assistant Director or equivalent level: Past 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 work requirements which mean the employee can not get approval for annual leave, unused annual leave can be accumulated and carried over to the subsequent year, limited to half of the entitlement, and not exceeding 5, 6 or 7 working days as appropriate. This matter is to be approved by an authorized superior and the employee is required to take the accumulated days within the first quarter of the subsequent year.

TRUETL: Management

109

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Employee Training and Development Employee Training and Development Policy In order to help carry out its corporate strategy and achieve its goals, the Company encourages all employees to develop their knowledge, skills and attitude to be able to perform their jobs more effectively and improve their competencies with a view to career advancement.

Presently, the Company provides employees with an ongoing

series of training and development programs. The Core Competency program includes courses such as Effective Communication, Planning to Increase Work Efficiency and Effective Self Development, etc. The Functional Competency Program includes courses such as Accounting Standard, Project Management, Contract Management and Sales Planning and Management, etc. The Core Business Program includes courses such as Datacommunication and Networking, True Products and Services and Cisco Certified Network Associate (CCNA), Microsoft Server, etc.

TRUETL: Management

110

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

111

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

11. CONNECTED TRANSACTIONS During 2006, 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 2006 (Note 11). 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 2006 (Baht'000)

Relationship

Rationale and necessity

1. Sales of goods 1.1 Bangkok Inter Teletech Group of companies (BITCO) Sales of mobile handset and mobile accessories to Charoen Pokphand Group of companies (CPG)

23,988 CPG is a major shareholder of the Company. BITCO is the cellular telephone operator which the Company directly holds 78.26% and indirectly holds 15.10% of its equity interest. These companies are related through directorships.

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

1.2 Company Sales of Lan Network to Charoen Pokphand Group of companies (CPG)

5,957 CPG is a major shareholder of the Company.

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

1.3 Company Sales of WIFI service and modem to Asia Infonet Co., Ltd. (AI)

101 The Company indirectly holds 65.00% in AIâ&#x20AC;&#x2122;s equity interest and related through directorships, i.e. Mr. Chatchaval Jiaravanon and Mr. Ajva Taulananda.

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

1.4 Company and subsidiaries Sales among related parties with the size of which not exceeding Baht 1 million. True Internet Data Center Co., Ltd. (TIDC) 1.5 Company and subsidiaries Sales among related parties with the size of which not exceeding Baht 1 million. Charoen Pokphand Group of companies (CPG)

Total Sales of goods

TRUETN: Connected Transactions

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

94 CPG is a major shareholder of the Company and related through directorships.

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

30,146

112

True Corporation Public Company Limited

Details of transactions

31 December 2006 (Baht'000)

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

2. Sales of services 2.1 True Multimedia Co., Ltd. (TM) Digital Data Network services to Asia Infonet Co., Ltd. (AI)

14,708 The Company indirectly holds 91.08% in TM’s equity interest and 65.00% in AI’s equity interest. These companies are related through directorship, i.e. Mr. Chatchaval Jiaravanon. 2.2 True Multimedia Co., Ltd. (TM) Digital Data Network services to KSC Commercial Internet Co., Ltd. (KSC)

7,589 The Company indirectly holds 91.08% in TM’s equity interest and 37.83% in KSC’s equity interest. These companies are related through directorship, i.e. Mr. Supachai Chearavanont and Mr. Athueck Asvanund.

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

2.3 True Multimedia Co., Ltd. (TM) Digital Data Network services to Charoen Pokphand Group of companies (CPG)

28,380 CPG is a major shareholder of the Company. The Company indirectly holds 91.08% 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.

2.4 True Internet Co., Ltd. (TI) Sales of internet service to Charoen Pokphand Group of companies (CPG)

8,808 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.

11,448 The Company directly holds 99.99% in TI’s equity interest and indirectly holds 37.83% in KSC’s equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont.

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

9,149 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 at the rate of Baht 455 per square metre. The maturity are normally in 3 years and are allowed to be renewed.

2.5 True Internet Co., Ltd. (TI) Sales of internet service to KSC Commercial Internet Co., Ltd. (KSC)

2.6 True Properties Co., Ltd. (TP) Office rental and related services to Charoen Pokphand Group of companies (CPG)

TRUETN: Connected Transactions

113

True Corporation Public Company Limited

31 December 2006 (Baht'000) 2.7 True Properties Co., Ltd. (TP) Details of transactions

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

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

6,145 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.

3,279 The Company indirectly holds 99.99% in TP’s equity interest and 70.00% in TIDC’s equity interest. These companies are related through directorships, 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.

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

2.9 True Leasing Co., Ltd. (TLS) Car rental and related services to Charoen Pokphand Group of companies (CPG)

607,525 CPG is a major shareholder of the Company. The Company directly holds 99.99% in TLS's equity interest.

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.

2.10 True Internet Data Center Co., Ltd. (TIDC) Rental server to NC True Co., Ltd. (NC True)

3,069 The Company holds 40.00% in NC True’s equity interest and indirectly holds 70.00% in TIDC’s equity interest.

The transactions arosed in ordinary course of business at the rate of Baht 54,000 per unit per month. The maturity are normally in 1 years basis.

2.11 True Visions Group of companies (True Visions) Cable TV services to Charoen Pokphand Group of companies (CPG)

17,470 CPG is a major shareholder of the Company. The Company indirectly holds 91.79% in True Visions’s equity interest.

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

2.12 Bangkok Inter Teletech Group of companies (BITCO) Sales of scratch card to Charoen Pokphand Group of companies (CPG)

6,674,047 Same as 1.1

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

2.13 Company Consult to Asia Infonet Co., Ltd. (AI)

TRUETN: Connected Transactions

2,001 Same as 1.3

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

114

True Corporation Public Company Limited

Details of transactions

31 December 2006 (Baht'000)

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

2.14 Company Engineering and management service in associate with DDN to NEC Corporation (Thailand) Co., Ltd. (NEC) 2.15 Company

243 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.

Coin distribution services and service other to Charoen Pokphand Group of companies (CPG) 2.16 Company and subsidiaries

2,399 Same as 1.2

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. Asia Infonet Co., Ltd. (AI) 2.17 Company and subsidiaries

1,102 The Company indirectly holds 65.00% in AIâ&#x20AC;&#x2122;s equity interest and 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. True Internet Data Center Co., Ltd. (TIDC) 2.18 Company and subsidiaries

535 Same as 1.4

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) 2.19 Company and subsidiaries

538 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

1,026 Same as 1.5

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

7,399,461

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

4,063 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 at the rate of Baht 358,750.55 per month. The maturity are normally in the year and are allowed to be renewed.

115

True Corporation Public Company Limited

31 December 2006 (Baht'000) 3.2 Asia Wireless Communication Co., Ltd. (AWC) Details of transactions

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

Annual Registration Statements (Report Form 56-1)

Relationship

16,110 The Company indirectly holds 9.62% in NEC's equity interest and 99.99% in AWC’s equity interest.

6,307 Same as 2.4

Rationale and necessity

The transactions arosed in ordinary course of business.

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.

3.4 True Internet Co., Ltd. (TI) Corporate internet services from Asia Infonet Co., Ltd. (AI)

318,123 The Company directly holds 99.99% in TI's equity interest and indirectly holds 65.00% in AI’s equity interest. These companies are related through directorships.

The transactions arosed in ordinary course of business.

7,667 The Company directly holds 99.99% in TI's equity interest and indirectly holds 70.00% in TIDC’s equity interest. These companies are related through directorships, i.e. Mr. Noppadol Dej-Udom.

The transactions arosed in ordinary course of business.

3.5 True Internet Co., Ltd. (TI) Cost of revenue sharing from True Internet Data Center Co., Ltd. (TIDC)

3.6 True Internet Co., Ltd. (TI) Rental network from 2,034 Same as 2.5 KSC Commercial Internet Co., Ltd. (KSC) 3.7 True Digital Entertainment Co., Ltd. (TDE)

The transactions arosed in ordinary course of business.

Office rental and related services from Charoen Pokphand Group of companies (CPG)

The transactions arosed in ordinary course of business.

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

1,720 The Company indirectly holds The transactions arosed 70.00% in TIDC’s equity interest and in ordinary course of directly holds 88.39% and indirectly business. holds 11.61% in TDE’s equity interest. These companies are related through directorships.

5,034 CPG is a major shareholder of the Company. The Company directly holds 88.39% and indirectly holds 11.61% in TDE’s equity interest. These companies are related through directorships. 3.8 True Digital Entertainment Co., Ltd. (TDE)

3.9 True Touch Co., Ltd. (TT) Office rental and related services from Charoen Pokphand Group of companies (CPG)

TRUETN: Connected Transactions

9,288 CPG is a major shareholder of the Company. The Company indirectly holds 99.99% in TT’s equity interest. These companies are related through directorships.

The transactions arosed in ordinary course of business.

116

True Corporation Public Company Limited

31 December 2006 (Baht'000) 3.10 Wire and Wireless Co., Ltd. (WW) Details of transactions

Insurance from Charoen Pokphand Group of companies (CPG)

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

2,670 CPG is a major shareholder of the Company. The Company directly holds 87.50% in WWâ&#x20AC;&#x2122;s equity interest. These companies are related through directorships.

The transactions arosed in ordinary course of business.

7,768 CPG is a major shareholder of the Company. The Company directly hold 49.00% and indirectly holds 51.00% in TMNâ&#x20AC;&#x2122;s equity interest. These companies are related through directorships. 3.12 True Visions Group of companies (True Visions)

The transactions arosed in ordinary course of business.

Other service from 5,149 Same as 2.11 Charoen Pokphand Group of companies (CPG) 3.13 Bangkok Inter Teletech Group of companies (BITCO)

The transactions arosed in ordinary course of business.

3.11 True Money Co., Ltd. (TMN) Commission from Charoen Pokphand Group of companies (CPG)

Office rental and related services from Charoen Pokphand Group of companies (CPG)

461,651 Same as 1.1

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.

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

8,621 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 at the rate of Baht 810,536.60 per month. The maturity are normally in the year and are allowed to be renewed.

2,094 Same as 2.14

The transactions arosed in ordinary course of business.

3.15 Company Repair and maintenance services from NEC Corporation (Thailand) Co., Ltd. (NEC) 3.16 Company Commission from Charoen Pokphand Group of companies (CPG)

TRUETN: Connected Transactions

22,072 Same as 1.2

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

117

True Corporation Public Company Limited

Details of transactions

31 December 2006 (Baht'000)

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

3.17 Company Office rental and related services from Charoen Pokphand Group of companies (CPG)

34,014 Same as 1.2

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.

41,427 Same as 1.2

The transactions arosed in ordinary course of business.

3.18 Company Development purchasing system from Charoen Pokphand Group of companies (CPG) 3.19 Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. Asia Infonet Co., Ltd. (AI) 3.20 Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. True Internet Data Center Co., Ltd. (TIDC) 3.21 Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. NEC Corporation (Thailand) Co., Ltd. (NEC) 3.22 Company 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

TRUETN: Connected Transactions

271 Same as 2.16

1,089 Same as 1.4

25 The Company indirectly holds 9.62% in NEC's equity interest and related through directorship.

2,286 Same as 1.5

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

959,483

118

True Corporation Public Company Limited

Details of transactions

31 December 2006 (Baht'000)

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

4. Purchase of goods 4.1 True Internet Co., Ltd. (TI) Purchase office supply from Asia Infornet Co., Ltd. (AI)

2,228 Same as 3.4

The transactions arosed in ordinary course of business.

1,263 Same as 2.4

The transactions arosed in ordinary course of business.

1,131 Same as 3.5

The transactions arosed in ordinary course of business.

1,875 Same as 2.3

The transactions arosed in ordinary course of business.

4.2 True Internet Co., Ltd. (TI) Computer software from Charoen Pokphand Group of companies (CPG) 4.3 True Internet Co., Ltd. (TI) Purchase office supply from True Internet Data Center Co., Ltd. (TIDC) 4.4 True Multimedia Co., Ltd. (TM) Computer software from Charoen Pokphand Group of companies (CPG)

4.5 True Lifestyle Retail Co., Ltd. (TLR) Computer software from Charoen Pokphand Group of companies (CPG)

5,067 CPG is a major shareholder of the Company. The Company indirectly holds 99.99 TLRâ&#x20AC;&#x2122;s equity interest. These companies are related through directorships. 4.6 True Digital Entertainment Co., Ltd. (TDE) Computer software from Charoen Pokphand Group of companies (CPG)

3,081 Same as 3.7

The transactions arosed in ordinary course of business.

4.7 Bangkok Inter Teletech Group of companies (BITCO) Purchase of good from NC True Co., Ltd. (NC TRUE)

5,839 The Company holds 40.00% in NC Trueâ&#x20AC;&#x2122;s equity interest. BITCO is the cellular telephone operator which the Company directly holds 78.26% and indirectly holds 15.10% of its equity interest. These companies are related through directorships. 4.8 Bangkok Inter Teletech Group of companies (BITCO) Computer software from Charoen Pokphand Group of companies (CPG)

14,397 Same as 1.1

The transactions arosed in ordinary course of business.

4.9 Company Purchase network equipment from NEC Corporation (Thailand) Co., Ltd. (NEC)

TRUETN: Connected Transactions

1,721 Same as 2.14

The transactions arosed in ordinary course of business.

119

True Corporation Public Company Limited

Details of transactions

31 December 2006 (Baht'000)

Annual Registration Statements (Report Form 56-1)

Relationship

Rationale and necessity

4.10 Company Computer software from Charoen Pokphand Group of companies (CPG)

64,047 Same as 1.2

The transactions arosed in ordinary course of business.

4.11 Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. NC True Co., Ltd. (NC True) 4.12 Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. KSC Commercial Internet Co., Ltd. (KSC) 4.13 Company and subsidiaries Selling among related parties with the size of which not exceeding Baht 1 million. Asia Infonet Co., Ltd. (AI) 4.14 Company 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 goods

ii)

179 Same as 2.18

11 The Company indirectly holds 37.83% in KSCâ&#x20AC;&#x2122;s equity interest. These companies are related through directorships.

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

250 Same as 2.16

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

720 Same as 1.5

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

101,809

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. KSC Commercial Internet Co., Ltd. NC True Co., Ltd. NEC Corporation (Thailand) Co., Ltd. CP Group of companies Total

TRUETN: Connected Transactions

Amount Bahtâ&#x20AC;&#x2122;000 14,973 827 57,100 6,024 24 850,867 929,815

120

True Corporation Public Company Limited

iii)

Annual Registration Statements (Report Form 56-1)

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. KSC Commercial Internet Co., Ltd. NC True Co., Ltd. CP Group of companies NEC Corporation (Thailand) Co., Ltd. Total

iv)

Amount Baht’000 26,585 5,205 7,214 1,045 50,653 3,622 94,324

Loans to related party Outstanding balance and movement of loans to a related party: Related companies KSC Commercial Internet Co., Ltd. True Internet Data Center Co., Ltd. Total

Amount Baht’000 25,880 12,000 37,880

The Company indirectly holds 37.83% in KSC’s equity interest.

Loans from a related party

Related companies Kreditanstalt fuer Wiederaufbau (KfW)

Amount Baht’000 5,579,378

KfW is the only preference shareholder of the Company and holds 15.54% of issued and paid-up share capital. Loan are denominated in US Dollar amounting to USD 160.65 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 423.14 million for the year ended 31 December 2006.

TRUETN: Connected Transactions

121

True Corporation Public Company Limited

vi)

Annual Registration Statements (Report Form 56-1)

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 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.

Measures and Procedures for Approving the Entering into of Connected Transactions The Company has measures and procedures for approving the entering into of connected transactions in compliance with the Rules and Regulations of the Office of the Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand (“SET”) i.e. related party transactions must be approved by the Independent Directors and processed according to established internal procedures for related party transactions, details of which have been stipulated by the Independent Directors. If any related party transaction is deemed to be a connected transaction, the said transaction must be approved by the Audit Committee, the Board of Directors and/or the Shareholders’ Meeting as the case may be, according to the regulations 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 which specifies that the Company must disclose if its major shareholders or affiliates enter into any connected transactions.

TRUETN: Connected Transactions

122

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 internal guidelines for connected transactions by undertaking a comparative study of the connected transactions guidelines of 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 that 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

123

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

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 2006

PricewaterhouseCoopers ABAS Limited

Financial statements for the year ended 31 December 2005

PricewaterhouseCoopers ABAS Limited

Financial statements for the year ended 31 December 2004

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 2006 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 2006 and results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles. 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.

TRUETO: Financial Status and Performance

124

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

12.2

Summary of Financial Statements

True Corporation Public Company Limited Consolidated Balance Sheet As at 31 December 2006, 2005 and 2004 (Unit: Thousand Baht) 31 December 2006 Assets Current assets Cash and cash equivalents Restricted cash Short-term investments Trade accounts receivable, net Loan to related parties Inventories, net Income tax deducted at source Claimable value added tax Other current assets Total current assets

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

Common Size (%)

(Restated) 31 December 2005

Common Size (%)

31 December 2004

Common Size (%)

3,923,739 2,212,303 314,628 6,561,502 37,880 1,046,715 1,447,066 672,565 2,087,863 18,304,261

3.19 1.80 0.26 5.34 0.03 0.85 1.18 0.55 1.70 14.90

8,274,065 9,141,281 159,367 6,635,707 895,201 1,311,998 387,371 1,881,657 28,686,647

7.05 7.79 0.14 5.65 0.76 1.12 0.33 1.60 24.44

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

15,670 166,845 57,674 77,915,758 9,958,064

0.01 0.13 0.05 63.37 8.10

4,693,031 94,682 53,874 71,975,162 8,938,577

4.00 0.08 0.05 61.32 7.61

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

3.56 0.09 0.05 73.74 -

16,100,144 437,876 104,652,031

13.09 0.35 85.10

2,529,379 412,374 88,697,079

2.15 0.35 75.56

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

2.87 0.39 80.70

122,956,292

100.00

117,383,726

100.00

102,625,180

100.00

776,461 11,774,864 8,837,648 2,608,346 5,723,724 2,511,892 32,232,935

0.63 9.58 7.19 2.12 4.65 2.04 26.21

13,120,072 4,917,461 7,153,322 1,130,165 3,918,407 1,955,123 32,194,550

11.17 4.19 6.09 0.96 3.34 1.66 27.41

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

80,107,905 2,188,517 184,400 842,378 83,323,200

65.15 1.78 0.15 0.69 67.77

74,984,280 1,990,725 302,312 77,277,317

63.87 1.70 0.26 65.83

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

77.92 1.21 0.35 79.48

115,556,135

93.98

109,471,867

93.24

97,887,628

95.38

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 (44,244,802) 6,867,892 532,265 7,400,157

0.03 (35.99) 5.59 0.43 6.02

34,881 (40,064,770) 7,688,629 223,230 7,911,859

0.03 (34.23) 6.57 0.19 6.76

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

0.03 (42.32) 4.25 0.37 4.62

Total liabilities and shareholders' equity

122,956,292

100.00

117,383,726

100.00

102,625,180

100.00

6,993,668 40,141,056

6,994,055 39,780,160

6,994,655 39,588,738

6,993,668 38,021,609

5.69 30.93

6,994,055 33,953,398

5.98 29.01

6,994,655 33,930,617

6.82 33.09

11,432,046

9.30

11,432,046

9.77

11,432,046

11.15

(1,492,847) (3,980,592) 104,344

(1.21) (3.24) 0.08

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

(1.28) (2.80) 0.09

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

(1.46) (3.18) 0.10

(415)

TRUETO: Financial Status and Performance

(415)

24,623

0.02

125

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

True Corporation Public Company Limited Consolidated Statements of Income For the year ended 31 December 2006, 2005 and 2004 (Unit: Thousand Baht) 31 December 2006

Common Size (%)

(Restated) 31 December 2005

Common Size (%)

31 December 2004

Common Size (%)

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

50,445,414 1,416,518 51,861,932

97.27 2.73 100.00

41,173,319 2,617,360 43,790,679

94.02 5.98 100.00

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

92.85 7.15 #####

Costs Cost of providing services Cost of sales Total costs

36,886,949 1,344,711 38,231,660

71.13 2.59 73.72

29,172,275 2,399,789 31,572,064

66.62 5.48 72.10

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

66.93 6.18 73.11

13,630,272 13,955,673 (325,401) 694,815 (409,553) (40,139)

26.28 26.91 (0.63) 1.34 (0.79) (0.08)

12,218,615 11,275,714 942,901 396,743 (2,183,536) (843,892)

27.90 25.75 2.15 0.91 (4.99) (1.93)

8,876,364 7,959,285 917,079 633,058 (179,372) 1,370,765

26.89 24.11 2.78 1.92 (0.54) 4.16

(25,562) (65,701) 171,497 (6,306,217) 1,903,007 (4,297,414) 250,986 (4,046,428)

(0.05) (0.13) 0.33 (12.16) 3.67 (8.29) 0.48 (7.81)

271,898 370,238 (201,756) 103,918 (4,785,369) (146,016) (5,029,223) 834,155 (4,195,068)

0.62 0.85 (0.46) 0.24 (10.93) (0.33) (11.48) 1.90 (9.58)

338,137 156,695 1,865,597 41,251 (4,212,697) 255,222 (2,050,627) (87,521) (2,138,148)

1.02 0.47 5.65 0.12 (12.76) 0.77 (6.22) (0.27) (6.49)

(4,046,428) (133,604) (4,180,032)

(7.81) (0.26) (8.07)

801,001 (3,394,067) 131,062 (3,263,005)

1.83 (7.75) 0.30 (7.45)

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

8.26 1.77 0.05 1.82

Gross profit Selling and administrative expenses Profit (loss) from sales and providing services Other revenues Other expenses Operating results Share of results in subsidiaries, joint ventures and associates Other non-operating income Profit (loss) before interest and income 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 Profit (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

(1.36)

(1.41)

(0.93)

(1.36)

0.24 (1.17)

0.90 (0.03)

126

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

True Corporation Public Company Limited Consolidated Statements of Cash Flow For the year ended 31 December 2006, 2005 and 2004 (Unit: Thousand Baht) 31 December 2006 Cash flows from operating activities Profit (loss) before minority interest Add : Interest expense Income tax Profit before interest and income tax Adjustments for: Depreciation and amortisation Gain on disposals of property, plant and equipment Doubtful accounts Impairment charge of fixed assets Gain from termination of lease obligation Inventories written down Other operating assets and liabilities written-off Gain from sale of available-for-sale securities Gain from sales of investment in other company Unrealised gain on foreign exchange Gain from debt restructuring Gain on repayment of borrowings Gain from forgiveness Share of results 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

(Restated) 31 December 2005

31 December 2004

(4,046,428) 6,306,217 (250,986) 2,008,803

(3,394,067) 4,785,369 (834,155) 557,147

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

18,092,136 (149,642) 591,538 19,223 (235,614) 1,458 (1,852,769) 25,562

15,020,511 (186,842) 923,460 2,047,972 63,787 (16,857) (961) (3,883) (801,001) (370,239) (271,898)

12,247,349 (73,030) 558,421 8,330 26,454 22,891 (566,826) (2,726,305) (156,695) (165,044) (338,137)

(161,360) 50,479 (128,443) (145,669) (22,949) 1,137,657 857,586 101,951 20,189,947 (6,253,827) (1,008,364) 12,927,756

(1,322,123) 347,515 (437,215) 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

Cash flows from investing activities Withdrawal (deposit) in restricted cash Withdrawal (deposit) in short-term investment-time deposit Loans made to subsidiaries and joint venture Acquisition of subsidiaries and joint venture, net of cash acquired Acquisition of intangible assets Acquisition of property, plant and equipment Acquisition of subsidiaries, net of cash acquired Additional investments in other company Additional investments in subsidiaries and associate Additional investment property Proceeds from disposals of available-for-sale securities Proceeds from disposals of investment in other company Proceeds from disposals of property, plant and equipment and intangible assets Net cash used in investing activities

6,928,977 (205,837) (12,000) (6,632,376) (1,255,052) (9,450,121) (72,163) (3,800) 520,422 (10,181,950)

(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)

Cash flows from financing activities Proceeds (repayments) from short-term borrowings Issue of common shares Proceeds from borrowings, net of cash paid for debt issuance cost Repayments on short-term borrowings Proceeds from minority in share call up by a subsidiary Repayments on long-term trade accounts payable Repayments on borrowings Net cash (used in) received from financing activities Net (decrease) increase in cash and cash equivalents Opening balance Effects of exchange rate changes Closing balance

2,686,832 3,359,296 27,646,006 (15,292,034) (143,624) (25,304,849) (7,048,373) (4,302,566) 8,274,065 (47,761) 3,923,738

13,040,490 11,075 2,029,084 (100,898) (585,662) (5,234,014) 9,160,075 3,858,859 4,469,146 (53,940) 8,274,065

(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

TRUETO: Financial Status and Performance

127

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

12.3 Financial Ratios

TRUETO: Financial Status and Performance

128

True Corporation Public Company Limited

12.4

Annual Registration Statements (Report Form 56-1)

Management’s Discussion and Analysis

OVERVIEW The year 2006 was marked by the successful integration of pay-TV operator TrueVisions (formerly known as UBC) into True Group and the implementation of our convergence lifestyle strategy. True started to bundle Group products and services across its voice, data and video platforms which led to record subscriber growth, especially at True Move and TrueVisions. The integration of TrueVisions to the Group also allowed us to greatly increase the range and value of our offerings to customers. Total subscribers for True Group increased to more than 11 million, and are expected to grow significantly in FY07. True Group also made significant progress in creating key vehicles for realizing its vision of becoming a convergence lifestyle leader, establishing True Money, a digital commerce service, and TrueLife, which provides content and access for the Group’s businesses. True Money posted impressive growth in its first full year, reaching around 850,000 subscribers by year-end 2006. TrueLife launched many bundled packages and contents, achieving 300,000 subscribers for its Trueworld.net portal. TrueLife’s success was highlighted by the casual online game Special Force, which had 1.5 million registered subscribers in just 4 months after its official launch. Meanwhile, TrueLife shops showcased all True products and services and raised customer awareness of the True Brand. True Group continued its strong growth in 2006. Consolidated service revenue increased 21.7 percent in full year 2006 to Baht 50.4 billion, due to the full consolidation of TrueVisions, and strong contributions from True Move and Consumer Broadband. Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) was 7.8 percent higher at Baht 16.9 billion, due to the contribution of TrueVisions. True Move posted record subscriber growth for the year of 3.1 million, gaining almost 32 percent of total net adds to reach 7.6 mn subscribers – a market share of 19.3 percent. True Move service revenue for FY 2006 was 13.9 percent higher at Baht 22.3 billion although higher costs related to network expansion resulted in a 0.5 percent decline in EBITDA to Baht 5.1 billion. True Move also entered into interconnection agreements with other mobile operators. These should encourage a fairer market environment and more sensible pricing of mobile services. Consumer Broadband growth for FY 2006 accelerated with revenue approximately 50 percent higher at Baht 3.3 billion and subscriber numbers up 47 percent to 442,728. Continued growth in overall Internet and other non-voice revenue helped to partially offset the ongoing decline in True’s fixed-line voice revenue. Overall True Online service revenue increased 4.4 percent to Baht 24.0 billion. EBITDA, however, decreased 8.1 percent to Baht 9.8 billion due mainly to increased costs related to Broadband network expansion. During the year, the National Telecommunications Commission (NTC) granted True an international Internet gateway license, which has allowed True to offer better value high-speed packages to its Broadband customers. TrueVisions posted service revenue of Baht 8.3 billion and EBITDA of Baht 2.1 billion for FY 2006, lifting subscriber numbers by 30% to 629,269, including TrueVisions-True Move bundled packages. Much of this gain was due to the successful implementation of TrueVisions’ mass market strategy – a key rationale for True’s acquisition of the business – which greatly increased household penetration by other True Group products and services, as well as expanding the overall pay-TV business. True’s consolidated loss from ongoing operations increased to Baht 6.0 billion (compared to a Baht 2.9 billion loss in FY 2005) due mainly to increased costs relating to the TrueVisions acquisition (Baht 1.7 billion) and increased network operating expenses due to network expansion at True Move and Consumer TRUETO: Financial Status and Performance

129

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Broadband (included in True Online). True’s consolidated net loss for FY 2006 was Baht 4.2 billion (compared to a net loss of Baht 3.3 billion in FY 2005) after non-recurring items. During the year True adopted an accounting policy on deferred taxes that increased shareholders’ equity at YE 2006 to Baht 7.4 billion. True’s balance sheet was also strengthened by approximately Baht 8.0 billion of debt repayment. In addition, True completed its long-term financing of the TrueVisions acquisition and made a Baht 3.4 billion equity placement, while True Move completed a USD 465 million international bond issue. True remains committed to deleveraging its balance sheet, reflected by a ratio of consolidated net debt to EBITDA of 4.6 times for FY 2006, compared with 4.8 times in FY 2005 and 6.5 times four years ago. True Group was also rated as Thailand’s most innovative company in the way it responds to its customers by readers of The Wall Street Journal Asia. The Group plans to build on this success in the years ahead. Looking Forward True Group enters 2007 with strong momentum at its True Move, TrueVisions and Consumer Broadband businesses as the benefits of its convergence lifestyle strategy become apparent. True Move will continue to target one-third of the market net additional subscribers and an overall market share of more than 20 percent. True Move’s financial results are expected to improve with the likelihood of less intense price competition, in large part due to the introduction of the interconnection regime for mobile operators. Consumer Broadband will further drive True Online’s performance. Our Internet gateway business will boost market penetration and reduce our costs. In addition, the International Direct Dialing (IDD) business will be an additional source of income for True Online after the NTC granted True an IDD license in early 2007. TrueVisions’ mass market promotions will continue with key content such as Academy Fantasia creating new convergence opportunities with the rest of the Group. New partnerships will boost True Money’s offerings and we expect more and more True Move subscribers to use the service. TrueLife will add further rich content to be used by the whole Group and launch more bundled packages. These five businesses will work together, wherever possible, in 2007 to deliver greater value for our customers as part of our convergence lifestyle strategy. This strategy should also ensure True’s long-term success. Our increasing ability to bundle different True Group products and services across our voice, data and video platforms will differentiate us from our competitors, reduce the need for us to compete on price alone and help us obtain greater market share and lower churn rates.

CONSOLIDATED RESULTS OF OPERATIONS The results of operations are discussed on a normalized basis without non-recurring items, which are disclosed in the consolidated profit and loss statement on an adjusted basis. In Q4, 2006, True adopted an accounting policy for deferred income taxes to give an accurate reflection of the future tax consequences of assets and liabilities. The comparative consolidated financial statements have been restated accordingly.

TRUETO: Financial Status and Performance

130

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Deferred income taxes are calculated in full on temporary differences, using the liability method and a principal tax rate of 30 percent. The deferred taxation represents the temporary differences between carrying amounts and the tax bases of assets and liabilities. This accounting change resulted in an increase in shareholders’ equity of Baht 7.8 billion, including a gain of Baht 822 million in FY 2006 and Baht 1.0 billion in FY 2005 (see Note 17 to the Consolidated Financial Statements relating to Deferred Income Taxes).

x True Group continued its strong growth in 2006, due to contributions from True Move, Consumer Broadband, and the full consolidation of TrueVisions.

x Consolidated revenue grew 21.7 percent to Baht 50.4 billion and EBITDA increased 7.8 percent to Baht 16.9 billion.

x Revenue from sales decreased 46 percent to Baht 1.4 billion due mainly to True Move shifting its handset sales strategy to focus more on high-end handsets which better support True’s convergence lifestyle strategy.

x EBITDA margin fell to 32.6 percent in FY 2006 (from 35.6 percent in FY 2005) due to greater contributions from lower-margin businesses and declining margins at True Move (21.4 percent in FY 2006 compared with 23.4 percent in FY 2005) and True Online (40.0 percent in FY 2006 as against 44.9 percent in FY 2005).

x Total consolidated operating expenses increased 19.7 percent due mainly to the full consolidation of TrueVisions. In addition, network operating expenses increased due to network expansion at True Move and Consumer Broadband, and goodwill amortization increased due mainly to the acquisition of TrueVisions.

x Total depreciation and amortization increased by Baht 2.0 billion to Baht 17.0 billion, due to the inclusion of TrueVisions’ depreciation and amortization of Baht 719 million. In addition, amortization expenses for investment in TrueVisions was higher (Baht 1 billion) and depreciation and amortization for True Move increased due to network expansion.

x The FY 2006 depreciation and amortization expenses have been normalized to exclude TrueVisions’ film and program rights of Baht 839 million (reclassified to cash operating expenses) and True Move’s amortization for debt issuance cost relating to loan prepayments of Baht 231 million (reclassified to nonrecurring items).

x Interest expenses increased to Baht 6.3 billion (from Baht 4.8 billion in FY 2005), due mainly to longterm financing for the acquisition of TrueVisions and higher interest costs.

x Net loss from continuing operations increased to Baht 6.0 billion (compared to a Baht 2.9 billion loss in 2005) due mainly to increased costs relating to the TrueVisions acquisition of Baht 1.7 billion (see “Summary of Special Items”). Excluding these special items, True posted a loss from ongoing operations of Baht 3.7 billion (compared with a Baht 2.3 billion loss in 2005) due to increased costs, mainly network operating expenses.

x Net loss for FY 2006 was Baht 4.2 billion, compared with a loss of Baht 3.3 billion in FY 2005, after non-recurring items (see “Consolidated Results of Operations – Adjusted Basis”). Excluding the special items relating to the TrueVisions acquisition, net bottom line loss was Baht 1.9 billion (compared with a Baht 2.7 billion loss in 2005).

TRUETO: Financial Status and Performance

131

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Consolidated Results of Operations - Adjusted Basis (Unaudited)

FY 2006

FY 2005

% Change

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

50,445 1,417

41,456 2,617

21.7 (45.9)

51,862

44,073

17.7

36,887 10,674 13,094 13,119 1,345 13,725

29,713 9,876 7,447 12,390 2,400 11,276

24.1 8.1 75.8 5.9 (44.0) 21.7

51,956

43,389

19.7

16,928 (17,022)

15,705 (15,021)

7.8 13.3

Operating profit Interest income Interest expense Tax

(95) 171 (6,306) 251

684 104 (4,785) 834

NM 65.0 31.8 (69.9)

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

(5,978) (26)

(3,163) 272

(89.0) NM

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

(6,004)

(2,891)

(107.7)

(503) (146) (235) 493

NM NM 100.0 (100.0)

Total revenues

Operating expenses Cost of services Revenue sharing and access charges Network operating expenses Depreciation and amortization 3/ Cost of sales Selling and administrative expenses 3/ Total operating expenses

1/ 2/

2/ 3/ 4/

EBITDA Total depreciation and amortization

Non recurring items Gain (loss) on foreign exchange Downward adjustment-International call revenue (net) Impact from change in the calculation method of True Move's regulatory fee 2/ Penalty fee for True Move loan prepayment Adjustment-Amortization of debt issuance cost due to True Move loan prepayment 3/ 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 Net profit (loss) for the period

1,957 1,903 (187) (231)

NM NM

472 (4,046) (134)

253 370 (2,040) 801 (3,394) 131

86.6 (100.0) 100.0 (100.0) (19.2) NM

(4,180)

(3,263)

(28.1)

Note : Consolidated service revenues and total revenues for the year 2005 have been adjusted to exclude out-of-period accounting adjustment of Baht 282 million for over accrued revenues from fixed line's international call service in the year 2004. 2/ FY 2005 regulatory cost has been adjusted upwards by Baht 493 million to exclude an out-ot-period adjustment for True Move's change in the calculation method in Q2 2005. FY 2005 revenue sharing was laso adjusted upwards by Baht 48 million to exclude the out-of-period adjustment related to remark no.1. 3/ Excluding the following items: - TrueVisions amortization for film and program rights of Baht 839 million for FY 2006 (adjusted to cash operating expenses). - True Move amortization of debt issuance cost due to loan prepayment of Baht 231 million in Q4 2006 (adjusted to non-recurring item). 4/ Proportionate consolidation of True Move up to Q3 2004, and full consolidation since Q4 2004. 5/ Full consolidation of TrueVisions from Q1 2006 (equity method previously). 1/

TRUETO: Financial Status and Performance

132

Special items are costs relating to TrueVisions acquisition.

TRUETO: Financial Status and Performance

(3,008)

Net profit (loss) - Excludiong special items

Note :

(3,008)

Net profit (loss) - Reported

Total special items

(2,114)

(503)

(1,512)

1,009

(693)

(39) (276)

(315)

FY 2006

(721)

FY 2005

Interest income from TrueVisions bridging loan

FY 2006

(911)

(1,023)

113

(42)

(32)

(314)

(380) (14)

(394)

FY 2005

TrueOnline

Interest expense from TrueVisions bridging loan

3. Interest expense (net)

Share of results in TrueVisions

and associates

2. Share of results in subsidiaries, joint-venture

Amortization of goodwill for investments Amortization of debt issuance cost - TrueVisions bridging loan

1. Amortization of goodwill (SG&A)

(Baht in millions unless otherwise indicated)

(Unaudited)

True Move

Summary of Special Items and Reconciliation of Net Profit Excluding Special Items

True Corporation Public Company Limited

2,270

FY 2006

FY 2005

TrueVisions

(625)

(1,931)

1,306

(88)

(1,215) (3)

(1,218)

FY 2006

342

(126)

468

314

(153) -

(153)

FY 2005

Eliminations

(1,865)

(4,180)

2,315

(809)

(782)

(1,254) (280)

(1,534)

FY 2006

133

(2,683)

(3,263)

580

(42)

(32)

(534) (14)

(548)

FY 2005

Consolidated

Annual Registration Statements (Report Form 56-1)

TRUETO: Financial Status and Performance

True Corporation Public Company Limited

134

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Normalized Revenue Profile

Consolidated Revenues (Before Intersegment Eliminations) (Unaudited)

FY 2006

(Baht in millions unless otherwise indicated)

True Move - Service revenue - Product sales Intersegment elimination

Revenue

% of revenue after eliminations

FY 2005

Revenue

% of revenue after eliminations

% Change

23,659

21,775

8.7

22,309

19,594

13.9

1,350

2,181

(38.1)

(965)

(126)

22,694

True Online

24,543

23,789

3.2

- Fixed line telephone

12,601

14,725

(14.4)

- Fixed line voice

10,419

11,964

(12.9)

- VAS - Public phone - Fault reporting and dropwiring

43.8%

21,648

662.5

True Move after elimination

49.1%

4.8

2,182

2,761

(21.0)

1,110

1,577

(29.6)

723

652

10.8 (34.2)

- Others

350

532

- Data services

3,414

2,617

30.5

- DDN

2,329

1,651

41.1

- Multimedia

1,086

966

12.4

4,378

2,610

67.7

3,258

2,047

59.2

1,119

563

98.9

1,409

2,337

(39.7)

1,218

1,771

(31.3) (66.1)

- Internet & Broadband - Consumer broadband - Dial up Internet

- PCT - Service revenue - Product sales

192

566

2,740

1,500

82.7

Intersegment elimination

(3,752)

(1,364)

175.1

True Online after elimination

20,791

- Others

TrueVisions - Service revenue - Product sales Intersegment elimination TrueVisions after elimination

40.1%

22,425

50.9%

(7.3)

8,869

8,352

517

(491)

8,377

16.2%

Normalized consolidated revenues

57,070

45,563

25.3

Total intersegment elimination

(5,208)

(1,490)

249.5

Normalized consolidated revenues - net

51,862

Note :

100.0%

Full consolidation of TrueVisions from Q1 2006 (equity method previously).

Including revenue from on-line games.

TRUETO: Financial Status and Performance

44,073

100.0%

17.7

135

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

SEGMENT RESULTS At the beginning of 2007, True was organized into five core businesses: True Move (previously the Wireless segment), True Online (previously Wireline), TrueVisions (formerly known as payTV), True Money (our digital commerce service) and TrueLife (providing digital content and access). The discussion below follows this category format. In terms of financial reporting, we report in three segments: True Move, True Online and TrueVisions. The contributions of True Money and TrueLife are considered part of True Online as they are key vehicles for realizing the Group’s vision of becoming a convergence lifestyle leader.

True Move

x FY 2006 service revenue increased 13.9 percent to Baht 22.3 billion due to record net subscriber additions (“net adds”) which offset a decline in ARPU.

x EBITDA decreased slightly (0.5 percent) to Baht 5.1 billion due mainly to an increase in network operating expenses. This was largely the result of network expansion. In addition, regulatory costs increased (in line with increased service revenue and due partly to an increase in the revenue-sharing rate from 20 percent to 25 percent effective September 2006). EBITDA margin for FY 2006 was 21.4 percent, down from 23.4 percent in FY 2005.

x Net loss from ongoing operations increased to Baht 3.5 billion in FY 2006 (from Baht 2.7 billion in FY 2005) due mainly to increases in costs, mainly network operating expenses and regulatory costs.

x Non-voice revenue increased 44.2 percent to Baht 2.1 billion, with its contribution to total service revenue rising to 9.6 percent (from 7.6 percent in FY 2005), mainly from SMS and color ring services.

x Subscriber growth of 3.1 million in FY 2006 lifted the subscriber base to 7.6 million. Market share was 19.3 percent, up from 15.1 percent at the end of 2005, and the share of total net adds was close to 32 percent.

x True Move has now claimed around one-third of market net adds each year since 2004. x FY 2006 ARPU of Baht 292 was 25.7 percent lower than 2005 due to the impact of price competition.

TrueVisions

x TrueVisions was rebranded from UBC in January 2007. At the beginning of 2006 True changed its accounting policy for recognition of TrueVisions’ results to full consolidation (from the equity method) following the acquisition of TrueVisions shares. The comparison of results between 2006 and 2005 is provided below for investors to better understand the business.

x TrueVisions service revenue in FY 2006 increased 5.1 percent to Baht 8.4 billion due to subscriber increases which offset the decline in ARPU.

x EBITDA increased 2.5 percent to Baht 2.1 billion but EBITDA margin decreased to 24.0 percent, from 25.7 percent in 2005, due mainly to increases in network operating expenses (principally the cost of content for new channels). As a result, net profit from ongoing operations increased to Baht 1.3 billion.

TRUETO: Financial Status and Performance

136

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x Boosted by mass market promotions, TrueVisions added 75,044 net new subscribers in FY 2006, almost three times the increase in 2005. Year-end total subscribers were 558,860 or 629,269, including subscribers to bundled packages with True Move, an increase of 30 percent from YE 2005.

x During 2006, TrueVisions shifted its strategy to the mass market aiming to lift its penetration rate above 3 percent. The launch of the True Knowledge Package (in Q2) and True Move Free View (in Q3) were key parts of this strategy.

x 2006 was another successful year for TrueVisions’ production of the popular reality TV show Academy Fantasia 3 (AF3), a key retention tool for TrueVisions which created strong subscriber growth for True Move.

True Online

x FY 2006 service revenue increased 4.4 percent to Baht 24.0 billion as strong growth in non-voice businesses, Internet, Consumer Broadband and DDN offset declining fixed line voice revenues.

x EBITDA decreased 8.1 percent in 2006 to Baht 9.8 billion due mainly to increases in network operating expenses, mainly relating to expansion in the Broadband business. EBITDA margin fell to 40 percent (from 44.9 percent in 2005).

x Excluding costs relating to TrueVisions acquisition (special items), True Online’s loss from ongoing operations in 2006 would have been Baht 1.4 billion, an increase from FY 2005 (a loss of Baht 317 million) due mainly to cost increases and lower gains from deferred taxes.

Fixed line telephone

x FY 2006 revenue from fixed-line telephone and value-added services declined 14.4 percent to Baht 12.6 billion due mainly to declines in basic fixed-line and public-phone revenues.

x FY 2006 ARPU for fixed line declined 16 percent to Baht 414 (from Baht 493 in FY 2005). x In 2007, True expects to receive a new revenue stream from the IDD business licensed by the NTC in early 2007.

Internet/Broadband

x Consumer Broadband revenue increased over 50 percent in FY 2006 to Baht 3.3 billion. x Consumer Broadband subscribers increased by 142,406, or 47 percent, in 2006 to 442,728 with an expected 80 percent market share in the BMA (Bangkok Metropolitan Area).

x FY 2006 ARPU was Baht 721, a 2.4 percent decline from 2005. x True continued to grow Consumer Broadband’s subscriber base while maintaining its ARPU. Key growth strategies included entering the mass market with the launch of the Junior Package; the pursuit of its convergence strategy by bundling with other True Group services, i.e. True Move, Wi-Fi and IPTV, to offer best value to customers; and offering content, mainly music and sport, that meets daily lifestyle needs in order to retain subscribers.

x True maintained its status as the no. 1 Internet provider with total Internet users of over 1 million, including Consumer Broadband and subscribers of KSC, an affiliated company. TRUETO: Financial Status and Performance

137

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

x In August 2006, True Internet Gateway (TIG) was granted a Type 2 Internet Gateway license from the NTC. As a result of the late December earthquake in Taiwan, which disrupted most Internet access for Thai consumers, the NTC allowed TIG to connect directly with international gateway operators for a trial period of 3 months.

x Early in February 2007, True launched “SUPER” hi-speed Internet setting a new standard speed of 1 Mbps at Baht 599 per month, 4 times faster than the previous standard rate of 256 Kbps, with a tariff only Baht 9 higher. True has received strong positive feedback from the market following the launch.

Data Services

x Revenue increased 30.5 percent to Baht 3.4 billion, before intersegment eliminations. This was mainly due to a 17.8 percent growth in DDN circuits-in-service to 12,033 links, with a 6.7 percent increase in ARPU per link. The strong growth was partly due to True Move renting more circuits as it expanded its network.

x True focused on differentiating itself by customization via convergence and partnering with Cisco to provide an IP-based network as well as emphasizing high-quality service, allowing it to price higher and retain customers.

WE PCT

x FY 2006 service revenue fell 31.3 percent to Baht 1.2 billion due mainly to the impact of mobile competition (especially from per-call and low-commitment promotional packages).

x WE PCT’s subscriber base declined 122,026 during 2006 to 347,099, compared with a loss of 3,721 during 2005.

x ARPU decreased 19 percent in 2006 to Baht 257 (from Baht 318 in 2005). True Money

x True Money, True’s digital commerce service, posted impressive growth in its first full year, reaching around 850,000 subscribers by the end of 2006. Future growth will, to a greater extent, take advantage of the service’s ties with True Online, the segment to which True Money’s results are now allocated.

True Life

x TrueLife provides digital content and access through three components: online community portals Trueworld.net and Truelife.com; TrueLife shops; and TrueLife Plus (True’s bundling packages). Launched in 2006, TrueLife introduced a number of products and services during the year.

TRUETO: Financial Status and Performance

138

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Consolidated Balance Sheets and Cash Flows

(Unaudited)

FY 2006

FY 2005

% Change

(Baht in millions unless otherwise indicated) Balance Sheets Cash and cash equivalents including restricted cash Trade accounts receivable, net Current assets Investments in subsidiaries, joint ventures and associates Property, plant and equipment, net Intangible assets, net

6,136 6,562 18,304 16 77,916 16,100

17,415 6,636 28,687 4,693 71,975 2,529

(64.8) (1.1) (36.2) (99.7) 8.3 536.5

Total assets Current liabilities Long term borrowings

122,956 32,233 80,108

117,384 32,195 74,984

4.7 0.1 6.8

Total liabilities

115,556

109,472

5.6

7,400

7,912

(6.5)

Cash flows from operating activities

12,928

11,604

11.4

Total shareholder's equity Cash Flows

Cash flows from investing activities

(10,182)

(16,905)

(39.8)

Cash flows from financing activities

(7,048)

9,160

Net (decrease) increase in cash and cash equivalents

(4,303)

3,859

Beginning cash balance and effects of exchange rate changes

8,226

4,415

86.3

Ending cash balance

3,924

8,274

(52.6)

FINANCIAL POSITION Trueâ&#x20AC;&#x2122;s consolidated assets amounted to Baht 123.0 billion as at December 2006, an increase of 4.7 percent (Baht 5.6 billion) on year-end 2005, due mainly to increases in property, plant and equipment, mainly at TrueVisions and True Move, and intangible assets, mainly goodwill for acquisition of TrueVisions. Cash and restricted cash decreased due mainly to the use of cash from bridging loan to buy shares of TrueVisions. Trade accounts receivables (net) decreased slightly at Baht 6.6 billion due partly to higher efficiency in collection (average collection days of 30 in 2006 as against 34 in 2005). Investments in subsidiaries, joint venture and associates decreased to Baht 16 million (Baht 4.7 billion in 2005) due to a change in accounting policy for investment in TrueVisions to full consolidation (from the equity method in 2005) following the acquisition of TrueVisions. Property, plant and equipment (net) increased to Baht 77.9 billion (from 72.0 billion in 2005) due to the inclusion of Baht 6.0 billion in TrueVisionsâ&#x20AC;&#x2122; property, plant and equipment (net) while the increase in property, plant and equipment (net) at True Move was offset by the decline at True Online. During the year, True recognized impairment losses for public phone equipment totaling Baht 19 million. Deferred income tax assets increased Baht 1.0 billion in FY 2006 to Baht 10.0 billion due mainly to depreciation and tax losses carried forward during the year. Intangible assets (net) increased to Baht 16.1 billion (from Baht 2.5 billion in 2005) due largely to goodwill from the acquisition of TrueVisions.

TRUETO: Financial Status and Performance

139

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True’s consolidated liabilities increased by Baht 6.1 billion to Baht 115.6 billion at YE 2006 due mainly to increase in long term borrowings. In addition, trade accounts payable increased to Baht 11.8 billion (from Baht 4.9 billion at YE 2005) due to higher payables to True Move’s suppliers of equipment and the inclusion of TrueVisions’ liabilities. Consolidated long term borrowings (including finance leases) increased by Baht 6.8 billion to Baht 88.9 billion due mainly to long-term loans for the acquisition of TrueVisions of US Dollar 300 million (approximately Baht 11 billion). In addition, TrueVisions entered into an amendment to its transponder use agreement due to a technical issue relating to Thaicom 3, incurring a new 12year finance lease of Baht 4.5 billion for Thaicom 5 due in November 2018 (the remaining finance lease for Thaicom 3 of Baht 1.0 billion was derecognized). These were partly offset by loan repayment of approximately Baht 8.0 billion by True and its subsidiaries, mainly at True Online businesses. The long-term loan for the TrueVisions acquisition was completed in July 2006; two-thirds of this is in US Dollars. The loan is in 4 tranches with 5-7 year maturity with a 2-year grace period and the final payment is due on 29 June 2013. The interest rate was hedged to a fixed Thai Baht rate of approximately 7 percent and the principal payment was also fully hedged. In December 2006, True Move issued 7-year, unsecured US Dollar notes amounting to USD 465 million to refinance the existing Baht loans. The notes carry interest at 10.75 percent and are payable semi-annually in June and December. The principal repayment is in bullet form (one-time payment) in 2013. As a result, True Move was able to postpone half of its principal repayments for 7 years and thus free up cash for its business expansion. The interest rate was hedged to a fixed Thai Baht rate and the principal payment was also fully hedged. Shareholders’ equity decreased by Baht 0.5 billion to Baht 7.4 billion due to a net loss of Baht 4.2 billion for FY 2006, net of an increase of Baht 3.4 billion from an equity issue and Baht 175 million from revaluation of investment in TrueVisions. In July 2006, True placed 402 million shares via a private placement at Baht 8.4 per share raising Baht 3.4 billion in total proceeds. Baht 2.5 billion of this was injected into BITCO/True Move, increasing True’s shareholding in BITCO/True Move from 82.86 percent to 93.4 percent. The Company has made prior year adjustments to shareholders’ equity as at YE 2005 to reflect the impact of the adoption of an accounting policy on deferred income taxes, which increases equity by Baht 6.9 billion. In addition, the Company made an upward adjustment of Baht 657 million to the carrying amount of net assets for pre-acquisition investment in TrueVisions following the revaluation of its fair value of assets and liabilities. Liquidity and capital resources True’s primary capital resources for the year 2006 were cash flows from operations, a capital increase, and cash and cash-equivalents carried forward from 2005. Most of the proceeds from the capital increase were used for funding growth at True Move. The acquisition of TrueVisions was funded by a bridging loan, which was later replaced by a long-term loan. Consolidated net cash flows from operations increased by Baht 1.3 billion to Baht 12.9 billion due mainly to the full consolidation of TrueVisions. Consolidated net cash flows from investing activities were Baht 10.2 billion, compared with Baht 16.9 billion in 2005, due mainly to the withdrawal of restricted cash to acquire the shares of TrueVisions.

TRUETO: Financial Status and Performance

140

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

During 2006, True and its subsidiaries invested in capex (property, plant and equipment) of Baht 9.5 billion, of which Baht 5.2 billion was at True Move, Baht 3.3 billion at True Online and approximately Baht 900 million at TrueVisions. This represented a decline of Baht 819 million from FY 2005 due mainly to decreased True Move capex (Baht 7.2 billion in FY 2005). In 2006, True and its subsidiaries also invested in intangible assets of Baht 1.3 billion, most of which (Baht 839 million) represented TrueVisions’ film and program rights and was treated as operating expenses in our results analysis. True and its subsidiaries also acquired TrueVisions shares valued at Baht 6.6 billion, net of cash acquired, using cash from bridging loans. Free cash flows (cash flows from operations less capex) increased to Baht 3.5 billion (from Baht 1.3 billion in FY 2005) mainly from TrueVisions and True Move. Cash flows from financing activities. Our net cash used from financing activities was Baht 7.0 billion due mainly to loan repayments totaling approximately Baht 8.0 billion. During the year True raised Baht 3.4 billion in proceeds from an equity issue (see “Shareholders’ Equity”) Conclusion True’s financial position continues to steadily improve with consolidated net debt to EBITDA reducing to 4.6 times in FY 2006, from 4.8 times in FY 2005 and 6.5 times four years ago. However, True’s consolidated EBITDA to interest coverage ratio decreased to 2.7 times (from 3.3 times in 2005) due to the higher interest expenses incurred from loan for the acquisition of TrueVisions. True remained committed to deleveraging with a further debt repayment of approximately Baht 8 billion in FY 2006, most of which was at True Online, reducing net debt to EBITDA at our Online business to 3.9 times (from 4.2 times in FY 2005).

12.5

Audit fees

Audit fees The audit fees and related expenses occurred during the year 2006 was Baht 21.46 million. The Company and subsidiaries paid during the year amount of Baht 13.32 million to the appointed auditing firm. The remaining fees of Baht 8.14 million will be paid in the following year.

Other non-audit fees During the year 2006, the appointed auditing firm provided other non-audit services, i.e. agree-upon procedures, tax consulting service and other to the Company and subsidiaries. The fees were Baht 29.88 million and Baht 28.66 million was paid during the year. The remaining fees of Baht 1.22 million will be paid in the following year upon the completion of work.

TRUETO: Financial Status and Performance

141

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

13. OTHER RELATED INFORMATION a) The issuance and offering of warrants to purchase the Company’s ordinary shares granted to directors and the employees at executives level of the Company and/or its subsidiaries (“ESOP 2007 Project”) On 23rd February 2007, the Board of Directors of the Company approved the issuance and offering of warrants to purchase the Company’s ordinary shares granted to directors and the employees at executives level of the Company and/or its subsidiaries (“ESOP 2007 Project”) in the total number not exceeding 38,000,000 units. In this regard, the Board of Directors of the Company approved the reduction of the authorized share capital from Baht 47,134,724,910 to Baht 46,835,781,350 by canceling the authorized ordinary shares which were not yet issued totaling of 29,894,356 shares in order to be in accordance with the provision of the Public Limited Company Act. Furthermore, an increase of authorized share capital from Baht 46,835,781,350 to Baht 47,515,194,180 was approved by issuing 67,941,283 new ordinary shares at a par value of Baht 10 each. The aforementioned matters shall be proposed to the Annual General Shareholders Meeting for the year 2007 further consideration and approval.

TRUETP: Other Related Information

142

Independent Director and Chairman of the Audit Committee

Mr. Vitthya Vejjajiva

Appendix 1

Independent Director

Position

Mr. Narong Srisa-an

Name

10,000 shares

True Share Ownership (31/12/06)

Age (year)

Family Relationship

DIRECTORâ&#x20AC;&#x2122;S INFORMATION (AS OF 31ST DECEMBER 2006)

True Corporation Public Company Limited

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

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

Honorary Master Degree of Economics, Thammasat University

Education

1981 1979

1984

1991-1992 1988

1998-Present

Chairman K Line (Thailand) Company Limited and its subsidiaries Permanent Secretary of the Ministry of Foreign Affairs Ambassador Extraordinary and Plenipotentiary of the United States of America Ambassador Extraordinary and Plenipotentiary of Belgium and the European Community Ambassador Extraordinary and Plenipotentiary of Canada Director, General of Department of Economic Affairs

Non Listed Company

Company Listed on the Stock Exchange of Thailand 1998-Present Independent Director and Chairman of the Audit Committee True Corporation Public Company Limited

143

Non Listed Company 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 of Executive Board, Thai Beverage Can Limited Chairman, BJC Cellox Limited Chairman, Thai Glass Industries Public Company Limited Chairman, Thanakorn Vegetable Oil Products Company Limited Chairman, Prida Pramote Company Limited Chairman, Eastern Seaboard Industrial Estate (Rayong) Company Limited Executive Director, Com-link Company Limited

Company Listed on the Stock Exchange of Thailand 1998-Present Independent Director, True Corporation Public Company Limited Present Vice Chairman, Vice Executive Chairman and Member of Remuneration Committee, Berli Jucker Public Company Limited Chairman, Advance Agro Public Company Limited Chairman and Chairman of Executive Board Siam Food Products Public Company Limited Chairman and Chairman of Executive Board Oishi Group Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)

Appendix 1

Chairman

Independent Director and Member of the Audit Committee

Mr. Joti Bhokavanij

Mr. Dhanin Chearavanont

Independent Director and Member of the Audit Committee

Position

Dr. Kosol Petchsuwan

Name

True Share Ownership (31/12/06)

Age (year)

True Corporation Public Company Limited

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

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

The National Defence College of Thailand

Director, Mahidol Wittayanusorn School (Public Organization) President, The Telecommunications Association of Thailand under Royal Patronage Chairman, The Aeronautical Radio of Thailand Limited Rector, King Mongkut’s Institute of Technology Ladkrabang

144

Non Listed Company Present Chairman, Subsidiaries of True Corporation Public Company Limited Chairman, True Move Company Limited Chairman and Chief Executive Officer, Charoen Pokphand Group Company Limited and its subsidiaries Chairman, Subsidiaries of Charoen Pokphand Foods Public Company Limited Chairman, Subsidiaries of C.P. Seven Eleven Public Company Limited

Company Listed on the Stock Exchange of Thailand Present Chairman, True Corporation Public Company Limited Chairman, Charoen Pokphand Foods Public Company Limited Chairman, C.P. Seven Eleven Public Company Limited Honorary Chairman, Siam Makro Public Company Limited

Non Listed Company 2002-Present Director, True Move Company Limited

Company Listed on the Stock Exchange of Thailand Independent Director and Member of the Audit Committee 1999-Present True Corporation Public Company Limited Chief Executive Officer, ACL Bank Public Company Limited 2004-2006 Executive Chairman, TISCO Finance Public Company Limited 2000-2001 President & CEO, Thai Wah Group of Companies 1994-1997 Managing Director and Consul-General of Denmark for Bangkok 1992-1994 The East Asiatic (Thailand) Public Company Limited

2000-2001 1986-1992

2001-Present 2001-2005

Non Listed Company

Bachelor of Engineering, University of London, England Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP) - Director Certification Program (DCP) - Audit Committee Program (ACP) - Chairman 2000

Major Experience

Company Listed on the Stock Exchange of Thailand 1999-Present Independent Director and Member of the Audit Committee True Corporation Public Company Limited 2004-Present Independent Director and Chairman of the Audit Committee ACL Bank Public Company Limited

Education

Doctorate of Engineering, University of London, England

Mr. Supachai’s and Commercial School Mr. Soopakij’s Hong Kong father Shantou Secondary School The People’s Republic of China

Family Relationship

Annual Registration Statements (Report Form 56-1)

Vice Chairman

Dr. Ajva Taulananda

Mr. Chaleo Souvannakitti

Appendix 1

Vice Chairman

Position

Mr. Sumet Jiaravanon

Name

3,350,000 shares

150,000 shares

True Share Ownership (31/12/06)

Age (year)

True Corporation Public Company Limited

Mr.Chatchavalâ&#x20AC;&#x2122;s father

Family Relationship

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

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

Vice Chairman, Charoen Pokphand Group Company Limited Honorary Chairman The Thai Chamber of Commerce and Board of Trade of Thailand Deputy Minister, Ministry of Agriculture and Cooperatives Director, Subsidiaries of True Corporation Public Company Limited

145

Non Listed Company 1992-Present Director, Telecom Holding Company Limited Present Director, Subsidiaries of True Corporation Public Company Limited

Company Listed on the Stock Exchange of Thailand 1992-Present Vice Chairman, True Corporation Public Company Limited

1991-1992 Present

1992-Present

Non Listed Company

Company Listed on the Stock Exchange of Thailand 1992-Present Vice Chairman, True Corporation Public Company Limited 1993-1999 Director and President, True Corporation Public Company Limited

Executive Chairman, Charoen Pokphand Group Company Limited Director, Subsidiaries of True Corporation Public Company Limited

Non Listed Company

Related training programs held by the Thai Institute of Directors Association (IOD) - None 1993-Present Present

Company Listed on the Stock Exchange of Thailand 1993-Present Vice Chairman, True Corporation Public Company Limited

Major Experience

Secondary School Sarasitphitayalai, Ratchaburi

Education

Annual Registration Statements (Report Form 56-1)

Appendix 1

* Authorized Signatory

Mr. Supachai Chearavanont*

Vice Chairman

Mr. Athueck Asvanund*

Director, President and Chief Executive Officer

Group General Counsel

and

Position

Name

Age (year)

1,240,000 shares

1,300,046 shares

True Share Ownership (31/12/06)

True Corporation Public Company Limited

Dhaninâ&#x20AC;&#x2122;s son Supakijâ&#x20AC;&#x2122;s younger brother

Family Relationship

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

Bachelor of Business Administration in Financial Management Boston University, U.S.A.

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

Training Capital Market Academy Leader Program

Bachelor of Laws (Honours), Thammasat University

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

Education

Vice Chairman and Group General Counsel, Subsidiaries of True Corporation Public Company Limited Group General Counsel, Charoen Pokphand Group Company Limited and its subsidiaries Director, True Visions 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

146

Non Listed Company Director and CEO, True Visions Public Company Limited 2006-Present Director, CPPC Public Company Limited 2004-Present Director and CEO, True Move Company Limited 2001-Present Chairman of the Board, Pantavanij Company Limited Director, Subsidiaries of True Corporation Public Company Present Limited

Company Listed on the Stock Exchange of Thailand Director, President and Chief Executive Officer 1999-Present True Corporation Public Company Limited Director and Senior Executive Vice President 1992- 1999 True Corporation Public Company Limited

1978-1997 Present

2002-Present Present 2001-2006

1997-Present

Non Listed Company

Company Listed on the Stock Exchange of Thailand 1997-Present Vice Chairman and Group General Counsel, True Corporation Public Company Limited Advisor to the Board of Directors, C.P. Seven Eleven Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)

Appendix 1

* Authorized Signatory

Jiaravanon*

Director and Managing Director Group Investment

Director

Mr. Soopakij Chearavanont*

Mr. Chatchaval

Position

Name

1,293,740 shares

True Share Ownership (31/12/06)

Age (year)

True Corporation Public Company Limited

Mr. Sumet’s son

Dhanin’s son Supachai’s elder brother

Family Relationship

Present

Co-Chairman, Shanghai Kinghill Limited – Super Brand Mall Chairman, Chia Tai Enterprises International Limited Chairman, True Visions 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, True Move Company Limited Director, Subsidiaries of True Corporation Public Company Limited

2006-Present 1992-2005 1990-Present Present

2000-Present 1997-Present

147

President and C.E.O., Telecom Holding Company Limited C.E.O., True Multimedia Company Limited True Internet Company Limited and Asia Infonet Company Limited Chairman, Thai Kodama Company Limited Director, Thai Kodama Company Limited Director, Metro Machinery Company Limited Director, Subsidiaries of True Corporation Public Company Limited

Company Listed on the Stock Exchange of Thailand 1993-Present Director and Managing Director-Group Investment True Corporation Public Company Limited Related training programs held by the Thai Institute of Directors 2001-Present Director and Member of the Audit Committee Ticon Industrial Connection Public Company Limited Association (IOD) - Director Accreditation Program (DAP) Non Listed Company

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

Major Experience

Company Listed on the Stock Exchange of Thailand Present Director, True Corporation Public Company Limited Director, C.P. Seven Eleven Public Company Limited

Related training programs held by the Thai Institute of Directors Association (IOD) Non Listed Company - None -

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

Education

Annual Registration Statements (Report Form 56-1)

Director

Mr. Heinrich Heims

Appendix 1

* Authorized Signatory

Director

Director, Managing Director and Chief Operating Officer

Mr. Vichaow Rakphongphairoj*

Mr. Umroong Sanphasitvong

Position

Name

384,000 shares

7,000 Shares

True Share Ownership (31/12/06)

Age (year)

True Corporation Public Company Limited

Family Relationship

Major Experience

Deputy Group CFO, Charoen Pokphand Group Company Limited Director, Ayudhya Allianz C.P. Life Public Company Limited Director, CPPC Public Company Limited

2002- Present 2004-Present

148

Director, True Move Company Limited COO and Member of the Board of Managing Directors of KfW IPEX-Bank Senior Vice President - Export and Project Finance, KfW Export Finance, KfW

Non Listed Company

Company Listed on the Stock Exchange of Thailand 2000-Present Director, True Corporation Public Company Limited

Present

Non Listed Company

Company Listed on the Stock Exchange of Thailand 2001-Present Director, True Corporation Public Company Limited Present Director, C.P. Seven Eleven Public Company Limited

Non Listed Company Present Director, Subsidiaries of True Corporation Public Company Limited

Related training programs held by the Thai Institute of Directors 1998-Present Association (IOD) 1978-1998 - None -

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.

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

Bachelor of Accounting, Thammasat University

Master Degree of Accounting, Thammasat University

- Director Certification Program (DCP)

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

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

Education

Annual Registration Statements (Report Form 56-1)

Director

Mr. Harald Link

Dr. Lee G. Lam

Appendix 1

Director

Position

Mr. Andreas Klocke

Name

Age (year)

50,000 shares

3,500 Shares

True Share Ownership (31/12/06)

True Corporation Public Company Limited

Family Relationship

LLB (Hons) in Law from the Manchester Metropolitan University, the U.K. Related training programs held by the Thai Institute of Directors Association (IOD) - None -

Post-graduate Diploma in English and Hong Kong Law from the Manchester Metropolitan University, the U.K.

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

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

MBA, St. Gallen University, Switzerland

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

DIPLOMA VOLKSWIRT University of Hamburg, Germany

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

Education

Head of KfW’s South-East Asia Regional office in Bangkok in Charge of KfW Affairs in Thailand and South - East Asia Region

Director, True Corporation Public Company Limited Director, Siam City Cement Public Company Limited

President & CEO / Vice Chairman of the Board Chia Tai Enterprises International Limited

149

Non Listed Company 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

2003-Sep 15, 2006

Company Listed on the Hong Kong Stock Exchange

Company Listed on the Stock Exchange of Thailand 2003-Present Director, True Corporation Public Company Limited

Non Listed Company Managing Partner, B. Grimm & Co. R.O.P. 1987-Present Chairman, B. Grimm Group of Companies

2000-Present Present

Company Listed on the Stock Exchange of Thailand

Present

Non Listed Company

Company Listed on the Stock Exchange of Thailand 2000-Present Director, True Corporation Public Company Limited

Major Experience

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

Mr. Supachai Chearavanont

1,240,000 shares

7,000 Shares

Executive Officers’ Information (As of 31st December 2006) Name Position Age True Share (year) Ownership (31/12/06)

True Corporation Public Company Limited

Education

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

Bachelor of Electrical Engineering Arizona State University, U.S.A.

Master Degree of Electrical Engineering University of Wisconsin, U.S.A.

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

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

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

Family Relationship

Present

150

Director, Subsidiaries of True Corporation Public Company Limited

Non Listed Company

Company Listed on the Stock Exchange of Thailand 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 E.V.P., Central Operation & Information Technology 1997-1998 True Corporation Public Company Limited Region Director, Bangkok-Southeast Region 1996-1997 True Corporation Public Company Limited Region Director, Bangkok-West Region 1995-1996 True Corporation Public Company Limited

Company Listed on the Stock Exchange of Thailand 1999-Present Director, President and Chief Executive Officer True Corporation Public Company Limited Director and Senior Executive Vice President 1992- 1999 True Corporation Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)

Jiaravanon

Appendix 1

Mr. Athueck Asvanund

Mr. Chatchaval

Name

Vice Chairman and Group General Counsel

Director and Managing Director Group Investment

Position

True Share Ownership (31/12/06)

1,293,740 shares

1,300,046 shares

Age (year)

True Corporation Public Company Limited

Major Experience

1997-Present

1978-1997 Present

151

Non Listed Company

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

Training Capital Market Academy Leader Program

Bachelor of Laws (Honours), Thammasat University

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

2006-Present 1992-2005 1990-Present Present

2000-Present 1997-Present

Company Listed on the Stock Exchange of Thailand 1993-Present Director and Managing Director-Group Investment True Corporation Public Company Limited Director and Member of the Audit Committee Related training programs held by the Thai Institute of Directors Association 2001-Present Ticon Industrial Connection Public Company Limited (IOD) - Director Accreditation Program (DAP) Non Listed Company

Education

Mr. Sumetâ&#x20AC;&#x2122;s son Bachelor of Science Business Administration University of Southern California, U.S.A.

Family Relationship

Annual Registration Statements (Report Form 56-1)

Chief Financial Officer

Position

Appendix 1

Mr. Adhiruth Thothaveesansuk Managing Director Office / SME Solution & Wireless Access

Mr. William Harris

Name

Age (year)

566,936 shares

1,117,838 shares

True Share Ownership (31/12/06)

True Corporation Public Company Limited

Family Relationship

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

Bachelor of Industrial Management, Thammasat University

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

Related training programs held by the Thai Institute of Directors Association (IOD) - None -

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

Education

Chief Financial Officer True Corporation Public Company Limited Executive Vice President - Corporate Finance True Corporation Public Company Limited

Director Credit Policy, Verizon Communications, Philadelphia Director, Subsidiaries of True Corporation Public Company Limited

152

Non Listed Company President, Asia Wireless Communication Company Limited Present President, True Money Company Limited Director, True Visions Public Company Limited Chief Commercial Officer, True Move Company Limited 2002 General Manager, Wire & Wireless Company Limited 1998-2002 President, Asia Wireless Communication Company Limited 1998-2001

Company Listed on the Stock Exchange of Thailand Managing Director - Office / SME Solution & Wireless Access Present True Corporation Public Company Limited Executive Vice President, True Corporation Public Company 2001 Limited

Present

1993-1999

Non Listed Company

1999-2000

2001-Present

Company Listed on the Stock Exchange of Thailand

Major Experience

Annual Registration Statements (Report Form 56-1)

700 Shares

Mr. Songtham Phianpattanawit Managing Director Corporate Solution, Wholesales & Data

Managing Director Home / Consumer Solution & Highspeed Access

Appendix 1

Mr. Thiti Nantapatsiri

True Share Ownership (31/12/06)

Position

Age (year)

Name

True Corporation Public Company Limited

Family Relationship

Company Listed on the Stock Exchange of Thailand Present Managing Director - Corporate Solution, Wholesales & Data True Corporation Public Company Limited

Major Experience

Present

1992-2000

2001-2002

153

President & CEO Hutchison CAT Wireless Multimedia Company Limited President & CEO Hutchison Telecommunications (Thailand) Company Limited Director, Subsidiaries of True Corporation Public Company Limited

Company Listed on the Stock Exchange of Thailand Managing Director - Home / Consumer Solution & Highspeed Access Present True Corporation Public Company Limited Executive Vice President, Loxley Public Company Limited 1999-2003 Related training programs held by the Thai Institute of Directors Association First Senior Vice President, Loxley Public Company Limited 1997-1999 (IOD) - None Non Listed Company

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

Related training programs held by the Thai Institute of Directors Association (IOD) Non Listed Company - Director Certification Program (DCP no.54) Executive Director - Corporate Solution Present 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 2006-Present Director, True Internet Gateway Company Limited Director, Bangkok Inter Teletech Public Company Limited Country General Manager / MD, IBM Thailand Company 2001-2003 Limited Chairman, IBM Solution Delivery Company Limited Director, IBM Storage Product Thailand Company Limited 2001-2002 Director, Sales & Marketing, IBM Thailand Company Limited 2000 Country Manager System Sales, IBM Thailand Company Limited Country Manager Finance & Administration and CFO 1998 IBM Thailand Company Limited Service Business Executive, IBM Thailand Company Limited 1997

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

Education

Annual Registration Statements (Report Form 56-1)

Appendix 1

Remark:

True

Independent Director

Lam

Heims

13. Mr. Heinrich

18. Dr. Lee G.

Asvanund

12. Mr. Athueck

Sanphasitvong

Vejjajiva *

11. Mr. Vitthya

17. Mr. Umroong

Srisa-an *

10. Mr. Narong

Rakphongphairoj

Chearavanont

9. Mr. Supachai

16. Mr. Vichaow

Chearavanont

8. Mr. Soopakij

Klocke

Jiaravanon

7. Mr. Chatchaval

Link

Petchsuwan *

6. Dr. Kosol

15. Mr. Harald

Taulananda

5. Dr. Ajva

14. Mr. Andreas

Bhokavanij*

Souvannakitti

4. Mr. Chaleo

2. Mr. Sumet

3. Mr. Joti

Chearavanont

Jiaravanon

1. Mr. Dhanin

Name

TLS

TLR

TT&D

TEMCO

= Chairman

K.I.N.

W&W /

TT /

TMN

VC = Vice Chairman

True Internet /

Asia DBS /

TM /

TIDC /

Nilubon <BVI>

BITCO

TDE

/ = Director

K.I.N. <BVI> /

Subsidiaries/Associated Companies

TMV /

TVS /

TSC /

NEC /

NC True

ARM

NTU

AWC

Information of Directors and Executive Officers (AS OF 31st December 2006)

TDS /

SD /

CNP /

IBC /

TVSC /

SSV /

UBCF /

Annual Registration Statements (Report Form 56-1)

IKSC /

KSC /

ISM /

OAGS

Internet KSC MKSC

CTV

TUC

True Corporation Public Company Limited

TKSC /

Beboyd

N&T

154

True Magic

TPC

TIG

Appendix 1

N & T Communication Co., Ltd.

(Formerly named United Broadcasting Corporation Public Company Limited)

Asia Wireless Communication Co., Ltd. True Multimedia Co., Ltd. True Internet Data Center Co., Ltd. True Digital Entertainment Co., Ltd. Nilubon Co.,Ltd. (Registerred at BVI) K.I.N. (Thailand) Co.,Ltd. (Registerred at BVI) Bangkok Inter Teletech Public Company Limited True Move Co., Ltd. True Visions Public Company Limited

AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> BITCO TMV TVS

N&T

True Touch Co., Ltd. True Money Co., Ltd. True Internet Co., Ltd. Asia DBS Public Company Limited Asia Infonet Co., Ltd.

Wire & Wireless Co., Ltd.

Full Name True Corporation Public Company Limited Telecom Holding Co., Ltd. True Properties Co., Ltd. Tele Engineering and Services Co., Ltd. True Leasing Co., Ltd. (Formerly named True Fleet Management Co., Ltd.) True Lifestyle Retail Co., Ltd. Telecom International Co., Ltd. K.I.N. (Thailand) Co., Ltd. Telecom Training and Development Co., Ltd. Telecom Equipment Manufacturing Co., Ltd.

TT TMN True Internet Asia DBS AI

W&W

TLR TI K.I.N. TT&D TEMCO

Abbreviation True TH TP TE TLS

Remark:

True Corporation Public Company Limited

SSV UBCF MKSC Internet KSC IKSC KSC ISM OAGS TKSC Beboyd True Magic

TVSC

CNP CTV RM IBC

TUC

TDS SD TIG SM TPC

Abbreviation NTU TSC NEC ARM NC True True Distribution and Sales Co., Ltd. Song Dao Co., Ltd. True Internet Gateway Co., Ltd. (Formerly named Sky Office Co., Ltd.) Samut pakan Media Corporation Co., Ltd. True Public Communication Co., Ltd. (Formerly named Chachoengsao sky Network Co., Ltd.) True Universal Convergence Co., Ltd. (Formerly named R & R COMMUNICATION Co., Ltd.) Cineplex Co., Ltd. Click TV Co., Ltd. Red Media Co., Ltd. IBC Symphony Co., Ltd. True Vision Cable Public Company Limited (Formerly named UBC Cable Network Public Co., Ltd.) Satellite Service Co., Ltd. UBC Fantasia Co., Ltd. MKSC World Dot Com Co., Ltd. Internet KSC Co., Ltd. Internet Knowledge Service Center Co., Ltd. KSC Commercial Internet Co., Ltd. Internet Shopping Mall Co., Ltd. Online Advertising Goldsite Co., Ltd. Telecom KSC Co., Ltd. BeboydCg Co., Ltd. True Magic Co., Ltd.

Full Name N.T.U. (Thailand) Limited Thai Smart Card Co., Ltd. NEC Corporation (Thailand) Co., Ltd. Asia Remanufacturing Industries Co., Ltd. NC True Co., Ltd.

Annual Registration Statements (Report Form 56-1)

155

Mr. Sunthorn

Gen. Suchinda

Mr. Montree

Mr. Chaturong

Mr. Kachorn

Mr. Anat

Mr. Surapol

Mr. Rolf Herman

Maj.Gen.M.R.Suphawat

Mr. William

Mr. Nopadol

Mr. Thanachai

Mr. Thavorn

Pol.Gen Nopadol

Mr. Wasan

Mr. Adhiruth

Mrs. Thippawan

Mr. Visit

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

Appendix 2

Mr. Min

Name

Rakvisitwong

Wuttisarn

Thothaveesansuk

Ourrat

Somboonsub

Nakbutr

Wongthongsri

Dej-Udom

Harris

Khasemsri

Laus

Methidol

Mekpaiboonvatana

Chiaravanont

Chatupparisoot

Navikapol

Kraprayoon

Arunanondchai

Tieanworn

TLS

TLR

K.I.N.

TT&D

TEMCO

W&W

TMN

True Internet

Asia DBS

TIDC

TDE

Nilubon <BVI>

BITCO

TMV

TVS

/ /

ARM

NEC

NTU TSC

K.I.N. <BVI>

AWC

Subsidiaries / Associated Companies

NC True

Information of Directors of Subsidiaries / Associated Companies (As of 31st December 2006)

TDS SD

TPC

Annual Registration Statements (Report Form 56-1)

CNP

CTV

IBC

TVSC

SSV

MKSC

Internet KSC

IKSC

KSC

ISM

OAGS

UBCF

TUC

True Corporation Public Company Limited

Beboyd

N&T

156

True Magic TKSC

TIG

Charoenchen

Kasemset

Suebkha

Mr. Kashem

Mr. Taj

Dr. Vallobh

Mr. Hans Roger

Mr. Sompan

Mr. Francois David

Mr. Visit

Mrs. Aranrat

Mrs. Phenthippha

Mr. Sahai

Dr. Subin

Mr. Dhanadit

Dr. Damrong

Mr. Prasart

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

Appendix 2

Pinkayan

Mr. Sompol

22.

Supsunthornkul

Dulyachinda

Youkong

Tantisunthorn

Theron

Charumilinda

Snook

Vimolvanich

Bussadeegarn

Kornseri

Chanprasert

Nantapatsiri

Mr. Thiti

21.

Phianpattanawit

Mr. Songtham

20.

Name W&W

TMN

True Internet

AWC

TIDC

TDE

BITCO

TMV

TVS

NTU

ARM

NEC

TSC

K.I.N. <BVI>

Nilubon <BVI>

Asia DBS

TEMCO

TT&D

K.I.N.

TLS

TLR

Subsidiaries / Associated Companies NC True

Information of Directors of Subsidiaries / Associated Companies (As of 31st December 2006)

TDS SD TIG

Annual Registration Statements (Report Form 56-1)

TUC

CNP

CTV

IBC

TVSC

SSV

UBCF

MKSC

Internet KSC

IKSC

KSC

ISM

OAGS

TKSC

TPC

True Corporation Public Company Limited

Beboyd

N&T

157

True Magic

Chung

Mr. Watchara

Mrs. Uraiwan

Mrs. Alisa

Mr. Paisit

Mr. Yoshihicha

Mr. Tomonobu

Mr. Jin

Mr. Daichaku

Mr. Tomohilo

Mr. Fumiarki

Mr. Sanguansak

Mr.Carl

Dr. Montree

Mr. Taek Jin

Mr. Christopher Dong

40.

41.

42.

43.

44.

45.

46.

47.

48.

49.

50.

51.

52.

53.

54.

Appendix 2

Kim

Mrs. Preeprem

39.

Chulawattanatol

Goodier

Bhaesajsanguan

Yamada

Yaki

Takeauchi

Ikarachi

Yoshida

Autsunomiya

Vatjanapagorn

Wannakarnsopon

Seangkeaw

Kanjanapun

Seriwong

Pakkasem

Mr. Pisit

38.

Chairasamisak

Mr. Kosak

37.

Name TT

TDE

NTU

TSC

NEC

NC True

ARM

TMV TVS

Nilubon <BVI> K.I.N. <BVI> BITCO

TM TIDC

AWC

Asia DBS AI

True Internet

TMN

W&W

TEMCO

TT&D

K.I.N.

TLR

TLS

Subsidiaries / Associated Companies TDS

Information of Directors of Subsidiaries / Associated Companies (As of 31st December 2006)

TIG

Annual Registration Statements (Report Form 56-1)

Beboyd OAGS

TKSC KSC

ISM

Internet KSC IKSC

MKSC

UBCF

TVSC SSV

IBC

CTV RM

CNP

TUC

True Corporation Public Company Limited

N&T

158

True Magic

TPC

Mr. Vacharin

Mr. Khanchit

Mr. Choi Byung

Mr. Rim ong

Mr. Vasu

Mr. Thaweechai

Mrs. Dollis Gold

Mrs. Keatvalee

Col. M.L. Pongchomphunuch

Gen. Boonlert

Mr. Terrence Michel

Mr. Bearry Michel

Mr. David George

Mr. Sarit

Mr. Daecha

Mr. Supoj

Mr. Wanniwat

Mr. Papon

Mr. Sayan

Mr. Jay Ho

56.

57.

58.

59.

60.

61.

62.

63.

64.

65.

66.

67.

68.

69.

70.

71.

72.

73.

74.

75.

Appendix 2

Ms. Su Jin

55.

Name

Lee

Teinsumran

Ratanachaikanont

Srikraivin

Limsuansub

Singchinsuk

Jinnasith

Len

Smith

Kamberland

Kaewprasit

Thongtham

Likitnulak

Vibonsilp

Pureetip

Khunvasi

chu

Chang

Bunajinda

Suwanwat

Kim

TLR TI

Asia DBS AI AWC /

TM /

TIDC TDE Nilubon <BVI> K.I.N. <BVI> BITCO TMV /

TVS /

NTU TSC NEC ARM NC True

True Internet

TMN

W&W TT

TEMCO

TT&D

K.I.N.

TLS

Subsidiaries / Associated Companies

TDS SD

Information of Directors of Subsidiaries / Associated Companies (As of 31st December 2006)

TIG /

SM TPC /

Annual Registration Statements (Report Form 56-1)

IKSC

KSC

CNP CTV RM IBC TVSC SSV UBCF MKSC Internet KSC

TUC

True Corporation Public Company Limited

159

ISM OAGS TKSC Beboyd N&T True Magic

Mr. Supoj

Dr. Pishnu

Mr. Ardkit

Pol.Gen.Pornsak

Dr. Mana

Mr. Vasirious

Mr. Kitikorn

Mr. Chayen

Mr. Pon

Mr. Prachub

Mr. Somboon

Mr. Cheewin

Mrs. Worakanya

Mr. Nipon

Mr. Suphakit

Mr.Somkiat

Mr.Sayan

81.

82.

83.

84.

85.

86.

88.

89.

91.

92.

93.

94.

95.

96.

97.

Appendix 2

Mr. Thada

Mr. Polpan

Mr. Songpol

78.

80.

Dr. Jen

77.

79.

Dr. Chitti

76.

Name

Sattayakitkajon

Sujaritpanit

Vuntanadit

Longsomboon

Kosiyabong

Patcharasopark

Tantinond

Kanlayavinai

Khomnuan

Phenroj

Sakauldos

Lohatepanont

Durongkhaviboon

Suntornwat

Suntharanund

Mahapan

Uttapap

Savetsila

Supachalasai

Sriwattanathamma

Vijakkhana

True Internet

AWC

TDE

TVS

NC True

ARM

NEC

NTU TSC

TMV

K.I.N. <BVI> BITCO

Asia DBS AI

TMN

W&W TT

TEMCO

TT&D

K.I.N.

TLS TLR

Subsidiaries / Associated Companies

TDS

Information of Directors of Subsidiaries / Associated Companies (As of 31st December 2006)

TIG SM

TPC

TUC

Annual Registration Statements (Report Form 56-1)

CNP

CTV

IBC

TVSC

SSV

UBCF

IKSC

KSC

TKSC

Beboyd OAGS ISM

Internet KSC

MKSC

True Corporation Public Company Limited

N&T

160

True Magic

Nilubon <BVI>

TIDC

AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> BITCO TMV

Appendix 2

NTU True Magic

TVS

True Touch Co., Ltd. True Money Co., Ltd. True Internet Co., Ltd. Asia DBS Public Company Limited Asia Infonet Co., Ltd.

Wire & Wireless Co., Ltd.

Full Name Telecom Holding Co., Ltd. True Properties Co., Ltd. Tele Engineering and Services Co., Ltd. True Leasing Co., Ltd. (Formerly named True Fleet Management Co., Ltd.) True Lifestyle Retail Co., Ltd. Telecom International Co., Ltd. K.I.N. (Thailand) Co., Ltd. Telecom Training and Development Co., Ltd. Telecom Equipment Manufacturing Co., Ltd.

TT TMN True Internet Asia DBS AI

W&W

Abbreviation TH TP TE TLS TLR TI K.I.N. TT&D TEMCO

Remark :

True Corporation Public Company Limited

Beboyd N&T

TKSC

SSV UBCF MKSC Internet KSC IKSC KSC ISM OAGS

CNP CTV RM IBC TVSC

TUC

TPC

Abbreviation TSC NEC ARM NC True TDS SD TIG SM

BeboydCg Co., Ltd. N & T Communication Co., Ltd.

Telecom KSC Co., Ltd.

Full Name Thai Smart Card Co., Ltd. NEC Corporation (Thailand) Co., Ltd. Asia Remanufacturing Industries Co., Ltd. NC True Co., Ltd. True Distribution and Sales Co., Ltd. Song Dao Co., Ltd. True Internet Gateway Co., Ltd. (Formerly named Sky Office Co., Ltd.) Samut pakan Media Corporation Co., Ltd. True Public Communication Co., Ltd. (Formerly named Chachoengsao Sky Network Co., Ltd.) True Universal Convergence Co., Ltd. (Formerly named R & R Communication Co., Ltd.) Cineplex Co., Ltd. Click TV Co., Ltd. Red Media Co., Ltd. IBC Symphony Co., Ltd. True Visions Cable Public Company Limited (Formerly named UBC Cable Network Public Co., Ltd.) Satellite Service Co., Ltd. UBC Fantasia Co., Ltd. MKSC World Dot Com Co., Ltd. Internet KSC Co., Ltd. Internet Knowledge Service Center Co., Ltd. KSC Commercial Internet Co., Ltd. Internet Shopping Mall Co., Ltd. Online Advertising Goldsite Co., Ltd.

Annual Registration Statements (Report Form 56-1)

161

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 2007 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

162

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Name

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

163

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

164

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

165

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

166

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

167

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

168

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

169

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

170

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

171

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

172

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

173

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

174

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

175

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

176

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(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

177