TRUE : FORM 56-1 For the Year 2008

(Translation) Annual Registration Statement (Report form 56-1) For the Year 2008

True Corporation Public Company Limited

Contents Part I

Executive Summary

Page 1

Part II

The Listed Company

1

1. Risk Factors

1-1

2. Nature of Business

2-1

3. Details of each Business Line 3.1

Products and Services

3-1

3.2

Marketing Strategy

3 - 14

3.3

Distribution and sales

3 - 15

3.4

Procurement of Products and Services

3 - 16

3.5

Thai Telecom Industry

3 - 17

3.6

Regulatory update

3 - 20

4. Research and Development

4-1

5. Operating Assets

5-1

6. Future Projects

6-1

7. Legal Disputes

7-1

8. Capital Structure 8.1

Company’s Securities

8-1

8.2

Shareholders

8 - 12

8.3

Dividend Policy

8 - 13

8.4

Liabilities Structure

8 - 13

9. Management 9.1

Management Structure

9-1

9.2 9.3 9.4

Remuneration for the Company’s Directors and the Executive Officers Corporate Governance Report Insider Trading Policy

9 - 10 9 - 13 9 - 27

9.5

Personnel

9 - 28

10. Internal Controls

10 - 1

11. Connected Transactions

11 - 1

12. Financial Status and Performance 12.1 Auditor’s Report

12 - 1

12.2 Summary of Financial Statements

12 - 2

12.3 Financial Ratios

12 - 5

12.4 Management’s Discussion and Analysis

12 - 6

12.5 Audit Fees

12 - 20

13. Other Related Information Appendix 1: Information of Directors and Executive Officers

Part III

13 - 1 1

Appendix 2: Information of Director of Subsidiaries

1

Acknowledgement of the correctness of the information

1

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 (“Joint Operation Agreement”) 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 under the Digital PCN (Personal Communication Network) 1800 (“Agreement to Operate”) with the Communications Authority of Thailand (currently is CAT Telecom Public Company Limited or “CAT”). In addition, True group also provide pay-TV service through a subsidiary who made the Agreements for Joint Venture in the Membership Television (and Cable Television) Services (“Agreement for Joint Venture”) with the Mass Communication Organization of Thailand (currently is MCOT Public Company Limited or “MCOT”) Our vision is to be the leader convergence lifestyle and our mission is to bring knowledge, information, entertainment and convenience to every household as well as to the young people of Thailand. At the same time, we aim to enhance value for our shareholders, customers, organization and employees.

We are Thailand’s largest Broadband and dial-up Internet provider, the only nationwide pay-TV company, the largest fixed-line phone operator in the Bangkok Metropolitan Area and the third-largest mobile operator. We also offer a wide range of e-commerce and digital content services.

True’s business is built around delivering the benefits of the convergence of its products, networks and services to consumers. Providing customers with their preferred combinations from our full range of telecommunications offerings reduces the need to compete solely on price. It also helps us to differentiate ourselves from the competition while fulfilling the lifestyles and facilitating the work choices of our 20 million subscribers, including: 14.8 million 2.2 million 1.3 million 1.5 million

mobile phone (TrueMove) fixed-line phone/WE PCT (TrueOnline) Internet/Broadband (TrueOnline) pay-TV (TrueVisions)

Our convergence strategy progressed well in 2008 with recent figures indicating that over 1.9 million households now use multiple True products, a 22 percent increase from a year ago.

Furthermore, we are aware of our social and environmental responsibility. Therefore we contribute actively to our stakeholders and the public at large, helping build a strong foundation for society and delivering sustainable benefits as a good corporate citizen.

2008 Highlights Consolidated service revenue (excluding IC) increased slightly while ongoing operations showed profit for the first time, despite tougher economic climate Diversified revenue base reduced operational exposure to any single business Broadband revenues rose 19% to Baht 5 billion; subscriber numbers grew 15% TrueMove improved after difficult first half; subscriber numbers increased 22% for full year TrueVision’s subscribers grew 41%, upselling rate reached 30%

Part I

TRUETB: Executive Summary

1

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

IDD service, Internet and data gateways, and online games became important revenue

sources Recapitalization helped strengthen balance sheet, expand business, and provide cash cushion True’s Corporate Social Responsibility (CSR) policy was endorsed by the Board of Directors and is publicly available at www.turecorp.co.th While the True group saw many opportunities for growth, 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 Since the beginning of 2007, True has been organized into five core businesses: Online business under TrueOnline, consisting of fixed-line phone service and value-added

services, business data services, Internet and Broadband Internet services and WE PCT (Personal Communication Telephone); Cellular business under TrueMove (formerly TA Orange); Pay-TV business under TrueVisions (formerly UBC); Digital commerce business under TrueMoney; Digital content business (plus the lifestyle venture, True Coffee) under TrueLife.

However, we report our financial results in three main business segments: TrueOnline, TrueMove, and TrueVisions. The performances of the digital commerce and digital content businesses (TrueMoney and TrueLife) are presented under the TrueOnline segment.

Consolidated Balance Sheets and Financial Highlights of the at 31st December 2008 are as follows: - Total assets - Total liabilities - Total shareholders’ equity - Total revenues - Net profit (loss) to equity holders of the Company

Company and its subsidiaries as Baht 116,951 million Baht 110,331 million Baht 6,620 million Baht 61,265 million Baht (2,355) million

Please see further details in Part II of this report.

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

Part I

TRUETB: Executive Summary

2

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, Ratchadapisek Road, Huai Khwang, Bangkok 10310 Public Company Registration No. 0107536000081

Home Page: www.truecorp.co.th

Telephone: 66(0) 2643-1111

Fax: 66(0) 2643-1651

Part II

TRUETC: The Listed Company

1

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

1. RISK FACTORS True Group considers that 2009 will offer a wide range of opportunities for business expansion however it is recognized that at the same time both True and its subsidiaries face a variety of risks that may impact operations.

Risks relating to our operations

Risk related to macroeconomic factors Thailand experienced a difficult 2008 due to economic and political factors such as street protests and the closure of Suvarnabhumi Airport, resulting in deteriorating consumer confidence and purchasing power. In addition, the global financial crisis has affected the Thai economy as we have seen economic contraction in the fourth quarter of 2008. The economy is expected to be soft through the year 2009; therefore, all industry participants including True and its subsidiaries may find it difficult to grow their revenues.

Nonetheless, the impact on the telecom industry as whole in 2008 was perhaps less than expected with moderate growth being recorded. This can in part be attributed to the evolution of mobile services into an everyday utility. The lifestyle service segment (i.e., mobile Broadband Internet and pay TV) showed good growth in 2008. We expect this segment to continue performing well in 2009 and True’s convergence platform to ensure our differentiation, while driving revenues and subscriber numbers during the tough economic climate.

Risk related to market competition The Company and its subsidiaries, especially TrueMove, fixed-line, Internet and Broadband, will continue to face intensifying competition. The cellular market is close to saturation while Broadband operators can now offer services nationwide following industry deregulation by the National Telecommunications Commission (“NTC”). From 2009, competition risk for our pay-TV business, TrueVisions, will be higher. The enactment of the Radio and Television Broadcasting Act B.E. 2551 in March 2008 will see the issuance of one-year temporary licenses for existing community radio and for non-frequency operators (e.g. cable).

However, until the National Broadcasting Commission (“NBC”) is established no licenses will be issued to new operators nationwide. The Broadcasting Act B.E. 2551 allows pay TV (cable and satellite TV) operators to advertise. Advertising revenues could strengthen the financial position of small pay TV operators and help them to compete more aggressively with TrueVisions.

The Thai mobile communications sector experienced intense price competition in 2005 and 2006, resulting in tariff reductions and declines in ARPU and margin. Our blended ARPU for TrueMove 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).

However, since 2007 saw the industry moving to more rational competition as operators entered into the interconnection (“IC”) regime which requires them to pay for access to other networks (Baht 1 per minute on average), putting a floor on prices. Operators have

Part II

TRUETD: Risk Factors

1-1

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

increased tariffs gradually resulting in lower usage. This was one of the reasons behind continuing declines in ARPU. TrueMove’s ARPU dropped 35 percent (to Baht 191) in 2007.

Still, small operators, for example, Hutch which operates mobile phone business under CAT Telecom Public Company Limited (“CAT”) are able to offer low-tariff promotions because it has no IC burden. Currently, CAT is negotiating with other operators regarding IC implementation. Should they be able to reach agreement Hutch will then comply with IC. We expect price competition will ease once industry-wide IC implementation takes place.

Competition could increase as the NTC grants telecom licenses to new operators or allows telecom operators to launch additional services such as mobile number portability (“MNP”).

MNP allows subscribers to switch operators without changing their number. It is possible that MNP would be implemented within 2009. However, MNP could present True with the opportunity to increase its high-ARPU, post-paid subscribers. TrueMove faces further risks due to the change in the holding structure of certain operators to accommodate foreign partners who have considerable capital and mobile experience.

In the Broadband Internet market, we will face competitors ranging from start-up Internet companies to multinational companies, whose applications for ISP licenses were approved by the NTC in 2005. At the beginning of 2006 the NTC granted a fixed-line license to Triple-T Broadband Company Limited. TT&T can provide fixed line and Broadband Internet services nationwide. The NTC also granted fixed-line (including Broadband) licenses to AIS’s subsidiary, Super Broadband Network Company Limited. Competition will intensify after these newly licensed operators launch their services. In addition, the Company’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 Group is well positioned to meet this challenge given our ability to provide fully integrated services together with the strength of our brand. TrueMove has captured close to one third of subscriber additions in the Thai mobile market every year since 2004 and True Group still maintains its market leadership in Internet and Broadband due to the advantages of its modern fixed-line network.

The Company’s subsidiaries have applied for additional licenses to take advantage of new opportunities offered by regulatory liberalization and to compete fairly with other operators.

Risk of technological change 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. 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

Part II

TRUETD: Risk Factors

1-2

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

allied services and revenues ‘in-house’ and by being able to balance customers relationships across our brand, whether mobile, Broadband or fixed line. In addition, the introduction of these new technologies in the market could allow TrueMove to develop its business on an equal footing with competitors.

Risks unique to TrueVisions Key risks relating to TrueVisions’ operations include relying on third-party suppliers for the majority of programming and unauthorized access to its programming signals.

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 performance would be adversely affected. Subscribers who are interested in overseas programs are mostly subscribers to premium packages (Platinum, Gold and Silver). In 2008, there were 799,837 subscribers for these packages representing 54 percent of TrueVisions’ subscriber base, excluding free view and free-to-air packages. In addition, the cost of overseas programs in 2008 was around 21.4 percent of TrueVisions’ service revenue.

Unauthorized access to TrueVisions’ programming signals is difficult to prevent and will adversely affect its operational results, cash flow and programming arrangements. Currently, the number of unauthorized users is estimated to be around one third of the more than two million households nationwide watching cable TV. However, the Company expects that the new Radio and Television Broadcasting Act will reduce the number of unauthorized users because there are clear penalties covering unauthorized access.

Risks relating to the 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 (“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 Frequency Allocation Act, in March 2000; and the Telecommunications Business Act, in November 2001.

In October 2004, the NTC was established as the 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 TOT, the Communications Authority of Thailand (now known as CAT Telecom Public Company Limited), or CAT, and the Thailand Post Company Limited.

From its establishment, the NTC has issued a number of additional policies and regulations that may have a significant impact on our business. It also has plans to issue several new regulations in 2009 including the auction of 3G mobile licenses. The section 47 of the new Constitution enacted in August 2007 indicates that a new regulatory body, the National Broadcasting and Telecommunication Commission (“NBTC”) will be set up to regulate the telecom and broadcasting industry, and be the only regulatory body. Up until the beginning of 2009, the NBTC had not yet been established as stipulated by the Constitution.

Part II

TRUETD: Risk Factors

1-3

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Delays in the establishment of the NBTC may delay the issuing of licenses for new telecom services that require the allocation and management of radio frequency including the mobile phone business, 3G and WiMAX. The Radio and Television Broadcasting Act B.E. 2551 has given authority and power for the existing NTC to temporarily regulate and grant (one-year) licenses for community radio and other services that do not require radio frequencies before the NBTC can be set up. However, the NTC may not take this regulatory power. The delays in the establishment of the NBC (according to the Broadcasting Act) and of the NBTC (according to the Constitution) may hinder opportunities for True’s growth.

In addition, 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 existing operators, such as True, that are operating their businesses under the Agreement for Joint Operation and Joint Investment for Expansion of Telephone Services (“Joint Operation Agreement”) or the Agreement to Operate and to Provide Cellular System Radio Telecommunications Services (“Agreement to Operate”) with either TOT or CAT. This could disadvantage existing participants to the agreements against new entrants.

In addition, the participants to the agreements have been in dispute with their state counter parties concerning the new regulations, which contradict conditions indicated in their agreements. As a result, related parties have to adjust or amend the agreements, laws and regulations to be in line with international practice on free competition. However, the outcome cannot be foreseen.

In February 2009 the media reported that the Telecommunications Consumer Protection Institute (“TCI”) and certain members of the Complaint Service sub-committee of the NTC had alleged that TrueMove's distribution of iPhone 3G were illegal and had taken advantage of subscribers. Furthermore it was claimed that TrueMove’s marketing practices did not comply with the NTC’s Standard Telecommunication Agreement. TrueMove has responded to such allegation by filing a request to the NTC to verify the rights of the TCI and the Complaint Service sub-committee to make such comment as well as asking for fair treatment. TrueMove is Thailand’s only authorized distributor of Apple’s iPhone 3G, seeking to encourage purchases of legally-imported iPhone handsets and has no intention to take advantage of consumers. Non-contract handset purchase is also freely available. Differences in the pricing of handsets and services reflect the capacities and usage of each model which is common marketing practice. The Company has, at the time of writing, not yet received any response from the NTC in this regard.

Apart from the above risks, the Company may be impacted should the Agreement to Operate be amended or cancelled. In January 2007 the Cabinet approved a proposal made to the Council of State to consider legal issues regarding Private-Public Joint Venture Law B.E. 2535: whether agreements to operate are in compliance with the law or not.

On May 18, 2007, the Council of State decided that CAT’s actions were not in line with Private-Public Joint Venture Law B.E. 2535 and that the Agreement to Operate between CAT and TrueMove remains in effect as long as there is no cancellation or other conditions that would cause the Agreement to Operate to be terminated. Therefore, CAT and TrueMove will have to comply with the Agreement to Operate.

However, the Council of State also considers that the Agreement to Operate’s co-owners, as well as the co-ordination committee, according to Section 22 of Private-Public Joint Venture Law B.E. 2535, should negotiate with all parties to the joint venture and propose the result of the negotiations to the Cabinet. The Cabinet will have authority to give a final decision (according to Private-Public Joint Venture Law B.E. 2535) to cancel or approve the amendment of the agreement.

Part II

TRUETD: Risk Factors

1-4

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The Cabinet may consider allowing the Company to operate the business considering the benefits to the government and public, as well as continuity of public service. However, the situation remains uncertain because the Cabinet has not yet agreed on the final decision.

The Council of State’s ruling and the Cabinet’s decision can only be binding to state enterprises, not TrueMove. However, TrueMove can bind itself by accepting the Cabinet’s resolution. In addition, TrueMove and the State enterprise will only conclude negotiations when both parties have a mutual agreement, otherwise the Court ruling will be final. As a result, if TrueMove loses the court case, it will not be able to operate its telecommunications business or may have an additional burden to pay to the State enterprise.

In January 2007, the Cabinet endorsed the zero-rate excise tax and ended the 2003 resolution that imposed an excise tax of 2.2 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 revenue share to be paid as excise tax directly to the government, before sharing the remaining fee with state counter parties. The zero-rate excise tax will allow TOT and CAT to receive full revenue share, while the total regulatory fees of the private telecom firms have remained unchanged. Currently there is a dispute between the private telecom firms and the state counter party with regard to a shortfall in revenue sharing payable to CAT. CAT has notified TrueMove on a number of occasions that it should make good on relating shortfall revenue sharing issues. In January 2008, CAT filed an arbitration case as of the filing date claiming the shortfall revenue sharing approximately Baht 9 billion, including interest, from TrueMove which CAT has to eventually prove and justify under its discretion in the arbitration proceeding. The matter is currently still under the arbitration process.

True Group will continue to play an active role in discussions with the NTC and the ICT Ministry regarding the telecommunication industry’s regulatory environment and to advocate free-and-fair competition on a level playing field.

TOT initiated legal proceedings against TrueMove to pay access charges. This may result in an increase in our expenses.

TrueMove operates under the Agreement to Operate and Provide Services under the Digital PCN 1800 System with CAT and was signatory to an access charge agreement among TOT, CAT and TrueMove under which it pays Baht 200 per subscriber per month and half of the revenue sharing that CAT receives from TrueMove directly to TOT for postpaid subscribers and 18 percent of its revenue to TOT for prepaid subscribers. In addition, we have to make a revenue-sharing payment of 25 or 30 percent (depending on the time frame specified in the agreement) 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 allow other operators to access their networks in compliance with the procedure specified in the regulation. The regulation sets a new interconnection system whereby interconnection charges will reflect actual network usage by each operator. Under the regulation, operators are also required to enter into agreements with one another to establish interconnection charge rates, based on cost. On November 17, 2006 TrueMove signed an interconnection contract with DTAC (Total Access Communications) with the contract taking immediate effect. On January 16, 2007 TrueMove signed an interconnection contract with AIS (Advanced Info Service).

Part II

TRUETD: Risk Factors

1-5

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Following the entry into the interconnection charge (“IC”) agreement with DTAC, in compliance with the said regulations, TrueMove ceased paying access charges under the access charge (“AC”) agreement with CAT and TOT. This is because TrueMove believes that, following the introduction of the interconnection regime and its cancellation of the AC agreement, it is no longer bound by, or legally able to make payments under, the access charge agreements.

On November 17, 2006 TrueMove 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. TrueMove also asked TOT to enter an IC 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.

As a result of the cessation of access charge payments by TrueMove, on November 23, 2006, TOT issued a letter stating that TrueMove was not entitled to connect its network with TOT’s 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 AC agreement did not violate any law and that the rate and collection of access charge under the Access Charge Agreement continued to apply.

In addition, TOT has threatened not to integrate TrueMove’s 1.5 million new phone numbers, allocated by the NTC to its system, meaning that TOT subscribers would not be able to call TrueMove subscribers with those 1.5 million phone numbers. TrueMove 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 TrueMove’s new numbers so that subscribers of TOT and TrueMove could communicate with each other. On January 30, 2007, TOT appealed the Court order to the Supreme Administrative Court, which subsequently confirmed the Central Administrative Court’s ruling. On February 26, 2009 the Central Administrative Court ruled that TOT must make the connection permanent and compensate TrueMove Baht 1,000,000. At the time of writing the parties had until March 26, 2009 to appeal the ruling. Therefore the ruling is still not final. However, TOT has made the connection to new TrueMove numbers permanent since March 2, 2007.

In June 2007, TrueMove brought this issue to the NTC’s Dispute Resolution Committee. On November 28, 2007 the NTC issued its final decision, confirming that TrueMove has the same rights, duties and responsibilities in relation to the interconnection regime as the licensee (who has been granted the NTC’s license). The NTC unanimously ordered TOT to negotiate with TrueMove on the IC agreement. On June 23, 2008 TOT agreed to negotiate with TrueMove concerning IC on the condition that the agreement will only cover new numbers issued by the NTC. TrueMove agreed with this proposal and negations are ongoing. With regards to the old numbers, TrueMove is still in dispute and is awaiting the court ruling.

On November 16, 2007 TOT filed a lawsuit against TrueMove with the Civil Court, claiming violation of the access charge contract and requesting access charge payments of Baht 4,508 million with related interest and value-added tax. Currently there is an argument whether the case should be considered by the Civil Court or Administrative Court. Should the courts involved agree in this matter or The Court Jurisdiction Commission reach a final decision on the jurisdiction of the court, TOT would likely decide to proceed with the case accordingly. 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.

Part II

TRUETD: Risk Factors

1-6

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

If TrueMove is required to pay access charges by court order, it would record additional expense and be liable to accrue additional access charges of Baht 455.61 million (or Baht 204.3 million, net of revenue sharing paid to CAT) for the period from November 18, 2006 to December 31, 2006; Baht 4,271.7 million (or Baht 3,284.0 million, net of revenue sharing to CAT) for the period from January 1, 2007 to December 31, 2007; and Baht 4,416.8 million (or Baht 3,339.1 million, net of revenue sharing to CAT) for the period from January 1, 2008 to December 31, 2008 not including penalty charges (see details in Note 42.2 to the Consolidated and Company Financial Statements for the year ended 31 December, 2008).

We compete with the grantors of the Joint Operation Agreement and the Agreement to Operate and this has led to and could continue to lead to disputes with them, which could affect our operations.

The Company and its subsidiaries operate under the “Joint Operation Agreement” and/or the Agreement to Operate, granted by TOT or CAT. A dispute with either TOT or CAT over compliance with either the agreements themselves or NTC’s regulations could affect the ability of the Company and its subsidiaries to conduct the business. If the final outcome is not in favor of the Company, it could also affect the ability of the Company and its subsidiaries to conduct business. Our Joint Operation Agreement 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 the agreements in any material respect.

Under the revenue-sharing provisions of the Company’s Joint Operation Agreement, 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 the Company to offset any obligations it believes it is owed (although this has not occurred to date).

As well as the Company being party to the Joint Operation Agreement and the Agreement to Operate with TOT and CAT respectively they are also our competitors. This has led, and could continue to lead, to disputes between the Company and TOT and between TrueMove and CAT. Previously TOT and True brought certain disputes to the courts and the Arbitration Tribunal for adjudication. We may not be able to successfully resolve any of these disputes in our favor, and if we were unsuccessful, our business and financial situation could be affected. At the time of writing, judgments have been issued both in favor and against cases brought by the Company.

See note 41 to the Consolidated and Company Financial Statements for the year ended December 31, 2008 related to “Litigation and Arbitration Disputes and Contingent Liabilities”.

Risks relating to financial situation

Risk related to highly-leveraged position and restrictions from financial agreements The Company 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. In addition, the Baht 6.4 billion of equity raised in the beginning of 2009 will further strengthen our cash position and provide a cash cushion to weather tough economic situation.

Part II

TRUETD: Risk Factors

1-7

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True Group’s operation is limited by a number of debt and other financial agreements.

These agreements could prohibit True Group 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 Joint Operation Agreement with the Company. However, TOT must seek an arbitration decision in order to cancel the Joint Operation Agreement.

Risk from foreign exchange rate, interest rate movements, and reduced liquidity of global financial markets stemming from the sub-prime mortgage crisis True Group is subject to exchange rate fluctuations, which could increase principal, interest payments and capital expenditure. As of December 31, 2008 approximately 52 percent of True Group’s consolidated liabilities were denominated in foreign currencies, most of which was denominated in US Dollars. In the year 2008, True Group had consolidated capital expenditure of approximately Baht 7.3 billion, 25 percent of which was in foreign currencies.

True Group has put in place hedging tools to reduce its exposure to exchange rate fluctuations, for approximately 95.1 percent of our total foreign debt outstanding. This covers TrueMove’s USD 105 million loan from Kreditanstalt für Wiederaufbau (“KfW”) and a USD 200 million long-term loan for the TrueVisions acquisition as well as a USD 690 million TrueMove bond. In addition, the Company had also entered into an 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 Baht 4.4 billion, which matures from 2014 to 2017.

As at the end of December 2008, of True Group’s total consolidated debt (excluding finance leases), approximately 34 percent was subject to floating interest rates, excluding a portion that has been hedged to fix interest rates. However, interest rates on part of TrueMove’s and TrueVisions’ debt will reduce over time if it is able to achieve conditions set out in loan agreements.

The impact of the sub-prime mortgage crisis in the US, now affecting the liquidity of global money and capital markets, may impact the Company and its subsidiaries’ future refinancing and funding plans.

No dividend payment in the near future At the end of 2008, the Company reported a net loss of Baht 3.4 billion with a retained loss of Baht 47.3 billion. In accordance with Thailand’s Public Company Limited Act, the Company 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 the Company’s dividend policy.

Risk according to the conditions stated in the shareholders’ agreement The shareholders agreement dated December 22, 1999 by KfW, Nynex Network Systems (Thailand) Company (“Verizon”) and Charoen Pokphand Group (see summary at “Capital Structure - Shareholders’ Agreement”) does not allow the Company the freedom to take certain actions that may affect the Company’s operations as follows.

Part II

TRUETD: Risk Factors

1-8

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

During the first three years from the date of KfW’s subscription to shares in the Company and so long as KfW holds at least 5 percent of the paid-up shares in the company, directly or indirectly, the parties to the shareholders’ agreement are required to vote against any amendment to the memorandum and articles of association, any increase or reduction in the authorized share capital of the Company, any change in the number of directors or the quorum for meetings of the Board of Directors, unless KfW agrees. The minor shareholders may not get the full opportunity to consider the above issues unless KfW has given prior agreement. However, in practice KfW will act in the best interests of, and to the benefit of, the Company as well as taking good corporate governance into consideration.

As of March 18, 2009, the latest closing date of the share register, KfW is the second-largest shareholder holding 8.99 percent of total paid-up shares, including shares registered under Thai Trust Fund (see list of major shareholders at “Capital Structure - Shareholders”).

Part II

TRUETD: Risk Factors

1-9

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

2. NATURE OF BUSINESS Company Background True Corporation Public Company Limited is Thailand’s convergence lifestyle leader, offering an unrivalled selection of integrated communications services and solutions.

These include TrueMove, Thailand’s third-largest mobile provider and our largest business by subscriber numbers and revenue; TrueOnline, the country’s largest Broadband and dial-up Internet provider and the largest fixed-line phone operator in the Bangkok Metropolitan Area (BMA); and TrueVisions, the only nationwide pay-TV company.

Two other important parts of our business are TrueMoney, which offers e-commerce services, and TrueLife, which provides digital content across the Group.

Our vision is to be the leader in convergence lifestyle and our mission is to bring knowledge, information, entertainment and convenience to every household as well as the young people of Thailand. At the same time, we aim to enhance value for our shareholders, customers, organization and employees.

True’s convergence lifestyle strategy is unique within the Thai market. It focuses on providing customers with their preferred combinations of content and services from our wide range of telecommunications offerings. By doing so, we differentiate ourselves from our competitors while fulfilling the lifestyles and facilitating the work choices of our 20 million subscribers.

True is one of the strongest and most recognizable brands in Thailand and is backed by Asia’s largest agro-conglomerate, the Charoen Pokphand Group (CP) with a shareholding of 58.2 percent of the total registered and paid-up capital of Baht 77,757 million as of February 17, 2009.

We report our financial results in three business segments: TrueMove, TrueOnline and TrueVisions. Results for TrueMoney and TrueLife are included in TrueOnline.

At the end of 2008, True Group had an annual turnover of Baht 61 billion (including interconnection charges), infrastructure investments of Baht 195.0 billion, and employed 13,501 permanent staff.

Business background We were incorporated in November 1990 as a fixed-line phone service provider under an Agreement for Joint Operation and Joint Investment for Expansion of Telephone Services with TOT Corporation Public Company Limited (TOT). Our company was registered as a public limited company in 1993 under the name TelecomAsia Corporation Public Company Limited and listed on the Stock Exchange of Thailand in December 1993 under a security symbol “TA”. We rebranded under the “True” name and adopted the security symbol “TRUE” in April 2004.

In addition to our traditional fixed-line phone, value-added, public phone and other services, we launched WE PCT (personal communication telephone) service in 1999, hi-speed data transmission services including ADSL and cable modem in 2001, Wi-Fi services in 2003, International Internet Gateway service in 2007, and International Direct Dialing service in 2008.

Part II

TRUETE: Nature of Business

2-1

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

We extended our services into the mobile telecommunications segment through a subsidiary, Bangkok Inter Teletech Public Company Limited (“BITCO”) (the parent company of TA Orange), by acquiring 41.1 percent equity interest in BITCO in October 2001. Full commercial launch of TA Orange’s mobile services took place in March 2002. TA Orange was rebranded “TrueMove” at the beginning of 2006. We gradually increased our shareholding in BITCO to 93.4 percent by the end of 2006. In December 2007, a rights offering of BITCO shares left True’s shareholding in BITCO at 75.3 percent, with CP owning 23.9 percent.

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. UBC was renamed TrueVisions at the beginning of 2007.

Major developments in 2008 included: True Group In April 2008, we received our shareholders’ approval to buyback, in full or in part, 6 million

BITCO shares from CP at Baht 0.59 per share by June 2009; In December 2008, we injected Baht 1.1 billion into BITCO, increasing our holding to

77.2 percent. Our shareholding in BITCO will increase to 98.7 percent if we buy all 6 billion shares back from CP; A Baht 19.5 billion recapitalization plan was approved by the Board of Directors on

November 5, 2008 and later approved by True’s shareholders at the Extraordinary General Meeting (EGM) No. 1/2551 on December 19, 2008. The first tranche of the Rights Offering was completed in January 2009, raising equity capital of Baht 6.4 billion.

This will help True strengthen its balance sheet, capture new growth opportunities such as 3G while providing a cash cushion to help weather the difficult economic climate.

TrueOnline The launch of hi-speed Internet SUPER Package 2 Mbps, doubled available speeds to

2 Mbps and set new standards for the Thai Broadband market; True collaborated with the Bangkok Metropolitan Administration for the Green Bangkok

Wi-Fi campaign that allows Bangkok residents to go online via 15,000 Wi-Fi hotspots; Samitivej Hospital became a “Connected Hospital”, boosting its wireless connectivity by

installing Wi-Fi by TrueMove; IDD services using the ‘006’ prefix were launched; NetTalk by True launched a new international calling service via VoIP without having to

directly access the Internet, and also NetTalk Number, a monthly subscription service with a VoIP personal number; The launch of Hong Kong and UK nodes by True Internet Gateway allow Thai ISPs to

provide more effective Internet connection services linking to Europe and Asia; TrueIPTV revamped its services with a ‘Karaoke on Demand’ service and a line-up of leading

international channels including news and entertainment from around the world.

Part II

TRUETE: Nature of Business

2-2

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

TrueMove The start of the first convergence mobile Internet service in Thailand integrating

Wi-Fi/EDGE/GPRS allowed TrueMove customers to enjoy unlimited online time via a 16,000 hotspots nationwide Wi-Fi network; A successful “Free Calls Within a Group All Day Until Midnight” campaign, launched

around mid 2008 helped stimulate on-net traffic and minimize interconnection charge (IC) expenses; GAME SIM to serve online game lovers; innovative SIMs for True AF5 voting; and the Inter

SIM offering lower-priced international calls were launched; The “TrueMove Square” in the heart of Bangkok showcasing mobile lifestyle with RFID

technology was unveiled; “Call to Pay by Credit Card”, a new payment channel for postpaid subscribers using credit

cards via IVR was launched; The innovative and comprehensive “Plus Phone” that integrates TrueMove and WE PCT

networks in one phone was introduced; The BlackBerry Bold smartphone featuring full Thai language support and multiple

wireless connectivity through 3G, Wi-Fi, EDGE and GPRS was launched; TrueMove Inter SIM prepaid mobile SIM cards made available for sale aboard all Thai

AirAsia flights in a tie up with Asia’s largest low-cost carrier; A partnership with Thailand Post began that saw postal delivery workers offer a TrueMove

top-up service; TrueMove became a member of the Conexus Mobile Alliance, one of Asia's largest mobile

alliances formed to develop and enhance international roaming and corporate mobile services; An agreement was reached with Apple for TrueMove to launch iPhone 3G in Thailand in

January 2009.

TrueVisions Two self-produced channels were launched: the Hay Ha comedy channel and True Asian

Series. The 24-hour news channel TNN also had its official launch. All of TrueVisions’ top five channels are self-produced with six self-produced channels ranking in the top ten; A new promotion was launched offering a digital satellite TV (DStv) dish for watching 32

TrueVisions channels with no monthly fee. Customers who use a TrueMove SIM and top-up every month could gain access to seven more TrueVisions channels; TrueVisions launched a new service, Personal Video Recorder (PVR), a first for Thailand,

allowing subscribers to easily record TV programs. New set-top boxes come equipped with an internal 160 GB hard disk capable of up to 140 hours of recording capacity; The new TrueVisions SIM offered interactive use by Platinum and Gold package (digital)

subscribers with the TrueVisions menu on TrueMove mobile phones.

Part II

TRUETE: Nature of Business

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

TrueMoney Touch SIM using RFID-based technology was introduced. This new innovation offers

financial transactions and personal data storage via TrueMoney service on TrueMove mobile phones; WeBooking by TrueMoney, a comprehensive booking and payment system was launched

and is a convenient way for True customers to make reservations and payment for concerts, shows, accommodation, travel and more.

TrueLife The popularity of the TrueLife website increased considerably, attracting an average of

1,065,000 visitors per month while True’s e-commerce portal weloveshopping.com grew to include some 150,000 online stores and two million products; True Digital Entertainment launched several online games popular worldwide: Hip Street,

Kart Rider, and FIFA Online 2; NCTrue launched two new websites, www.playsmart.in.th (a community hub to assist

young gamers with safer game play) and www.hitsplay.com (a casual gaming portal) as well as Crazy Mon Racing (an online car racing game). The launch of Point Blank (a First Person Shooter game) in 2009 was also announced; http://schoolbus.truelife.com was launched providing content specifically designed for

children and teens while BeboydCG, a subsidiary of True Group, launched Trueclicklife, a computer-based project for kindergarten and primary school students; Gsquare channel in co-operation with Future Gamer organized the first Bangkok

Interactive Game Festival 2008 (BIG Festival 2008), Thailand’s biggest gaming exhibition.

Awards received in 2008 TrueVisions’ Gsquare TV channel, Thailand’s first game channel, was named Outstanding

Organization 2008 at the 9th Royal Thepthong Awards (radio and television category) by the Broadcaster’s Association of Thailand under Royal Patronage of HM the King; Wire & Wireless, a subsidiary of True, won Best Non-Designated Building and Best

Energy Operator in a Non-Designated Building at the Thailand Energy Awards 2008 (hosted by the Ministry of Energy), being recognized as an outstanding company in energy conservation and alternative energy development; True was named Thailand’s Most Innovative Company, and ranked as the nation’s

seventh-most admired company from The Wall Street Journal Asia newspaper’s annual survey of 2,500 executives in Asia Pacific; True’s TV commercial “The Miracle” was named Best TV Commercial (consumer

service category) by the Office of the Consumer Protection Board; TrueVisions received a plaque in recognition of its support for consumer protection

from the Office of the Consumer Protection Board; True’s campaign “Let Them See Love” won a Gold Award in the marketing events

category at the 5th Adman Awards & Symposium 2008 organized by the Advertising Association of Thailand;

Part II

TRUETE: Nature of Business

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True (head office, and centralized switching nodes in the Ladya and Thong Song Hong

areas), TrueMove, True Properties and TrueVisions won the 2008 Safe Workplace Environment award (national level) from the Ministry of Labor’s Department of Labor Protection & Welfare. True’s centralized switching nodes in Ploenchit and Prakanong, TrueMove’s mobile switching node in Bangrak, and Wire & Wireless won the same award (provincial level). TrueMove’s mobile switching node on New Petchburi Road also received an honorable mention (provincial level); True Touch was awarded first runner up in the Best Outsourcing Partnership

category at the 2008 Top Ranking Performers in the Contact Center Industry, Asia Pacific Region event held in Sydney, Australia; TrueMoney’s innovative Touch SIM using RFID-based technology offering e-commerce

services on TrueMove mobile phones was named second runner for the National Innovative Award (economic category) organized by National Innovation Agency; TrueMove Assistant 2222 was second runner up in the Corporate In-house over 50

seats category at the Thailand National Call Center Awards 2008 hosted by the Call Center Industry Association of Thailand (CCIA); TrueMove Assistant 2222 won the Best Contact Center (Thailand) from the Asia

Pacific Contact Center Association Leaders (APCCAL); True Internet Data Center received ISO/IEC 20000 certification (a standard specifically

aimed at IT Service Management) and was the first company to receive ISO/IEC 27001:2005 certification (a standard for information security management).

Business Profile of the Company, Subsidiaries and Associated Companies We report our financial results in three business segments: TrueMove, TrueOnline and TrueVisions. Results for TrueMoney and TrueLife are included in TrueOnline.

1. TrueOnline: The Company and its subsidiaries (activities) 26 companies, Joint ventures 4 companies and Associate 1 company 2. TrueMove: Subsidiaries (activities) 5 companies 3. TrueVisions: Subsidiaries (activities) 6 companies and Associate 1 company

Part II

TRUETE: Nature of Business

2-5

Data Service

PCT

Part II

TRUETE: Nature of Business

NOTE : Non activities companies The group registration in Thailand as follows : Asia DBS Public Company Limited (89.99%), Telecom International Co., Ltd. (99.99%), 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%), Online Station Co., Ltd. (90.00 %) 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%)

2-6

Vehicle and building rental service True Properties Co., Ltd. 99.99% True Leasing Co., Ltd. 99.99% Construction Wire & Wireless Co., Ltd. 87.50% Holding Company Business Telecom Holding Co., Ltd. 99.99% Bangkok Inter Teletech Public Company Limited 77.21% K.I.N. (Thailand) Co., Ltd. 99.99% Nilubon Co., Ltd. (BVI) 99.99% MKSC World Dot Com Co., Ltd. 91.05 % Others Telecom Training and Development Co., Ltd. 99.99% True Money Co., Ltd. 99.99% Thai Smart Card Co., Ltd. 15.76% True Lifestyle Retail 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% Tele Engineering and Services Co., Ltd. 99.99% True Music Radio Co., Ltd. 69.94% Future Gamer Co., Ltd. 90.00%

Other Business

True Visions Public Company Limited 91.79% Cineplex Co., Ltd. 91.79% Click TV Co., Ltd. 91.79% True Visions Cable Public Company Limited 91.19% Satellite Service Co., Ltd. 91.79% Panther Entertainment Co., Ltd. 91.79% (Formerly name UBC Fantasia Co., Ltd.) Channel [V] Music (Thailand) Co., Ltd. 23.87%

True Visions

Annual Registration Statements (Report Form 56-1)

True Multimedia Co., Ltd. 91.08% Asia Wireless Communication Co., Ltd. 99.99% 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. 37.80 % True Internet Gateway Co., Ltd. 99.99 % True Universal Convergence Co., Ltd. 99.99%

Broadband and Internet

True Online

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

GROUP INVESTMENT STRUCTURE CATEGORIZED BY PRODUCTS AND SERVICES As of 31 December 2008

True Multimedia Co., Ltd. 91.08% True Public Communication Co., Ltd. 99.94% True Corporation Public Company Limited True Corporation Public Company Limited True Universal Convergence Co., Ltd. 99.99% True Touch Co., Ltd. 99.99% True International Communication Co., Ltd. 99.99%

Fixed Line Service

True Move Co., Ltd. 77.14% True Distribution and Sales Co., Ltd. 77.09% Samut Pakan Media Corporation Co., Ltd. 77.16% True Music Co., Ltd. 77.11% (formerly name Internet KSC Co., Ltd.) Song Dao Co., Ltd. (77.16%)

True Move

True Corporation Public Company Limited

Part II

91.79%

True Visions Public Company Limited

True Touch Co., Ltd.

Imperial Technological Management Services Public Company Limited

2.92%

99.99%

NEC Corporation (Thailand) Co., Ltd.

9.62%

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

Future Gamer Co., Ltd.

90.00%

99.99%

True Multimedia Co., Ltd.

Asia DBS Public Co., Ltd.

True Lifestyle Retail Co., Ltd.

Tele Engineering and Services Co., Ltd.

Telecom Training and Development Co., Ltd.

Asia Wireless Communication Co., Ltd.

True Properties Co., Ltd.

91.08%

89.99%

99.99%

99.99%

99.99%

99.99%

99.99%

Telecom Holding Co., Ltd.

99.99%

26.00%

70.00%

99.99%

99.99%

99.34%

99.99%

99.99%

99.99%

100.00%

99.99%

100.00%

99.99%

99.99%

Channel [V] Music (Thailand) Co., Ltd.

International Broadcasting Corporation (Cambodia) Co., Ltd.

66.41%

60.00%

99.98%

KSC Commercial Internet Co., Ltd.

Telecom KSC Co., Ltd.

Internet Shopping Mall Co., Ltd.

Online Advertising Goldsite Co., Ltd.

Chongqing Communication Equipment Co., Ltd.

99.98%

38.21%

99.99%

87.50%

99.99%

99.99%

15.76%

99.99%

40.00%

77.21%

99.99%

99.94%

99.99%

99.99%

99.99%

99.99%

True Universal Convergence Co., Ltd.

Wire & Wireless Co., Ltd.

True Digital Entertainment Co., Ltd.

True Internet Gateway Co., Ltd.

Thai Smart Card Co., Ltd.

True Money Co., Ltd.

NC True Co., Ltd.

Bangkok Inter Teletech Public Company Limited

True Magic Co., Ltd.

True Public Communication Co., Ltd.

True Internet Co., Ltd.

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

True Leasing Co., Ltd.

True International Communication Co., Ltd.

20.00%

True Music Co., Ltd. (Formerly named Internet KSC Co., Ltd.)

True Distribution & Sales Co., Ltd.

True Music Radio Co., Ltd.

BeboydCg Co., Ltd.

99.97%

99.93%

True Move Co., Ltd.

Samut Pakan Media Corporation Co., Ltd.

Song Dao Co., Ltd.

True Internet Data Center Co., Ltd.

Asia Infonet Co., Ltd.

Asia Remanufacturing Industries Co., Ltd.

69.94%

70.00%

99.91%

99.94%

99.93%

70.00%

65.00%

Annual Registration Statements (Report Form 56-1)

TRUETE: Nature of Business

2-7

Remark: There has been no persons who may have a conflict of interests with the Company holding its subsidiaries and associates companiesâ&#x20AC;&#x2122;s shares more than 10% of paid-up, except Bangkok Inter Teletech Public Company Limited and its subsidiaries i.e. Song Dao Co., Ltd., Samut Pakan Media Corporation Co., Ltd., True Move Co., Ltd., True Distribution & Sales Co., Ltd., and True Music Co., Ltd.

Internet Knowledge Service Center Co., Ltd.

Telecom International China Co., Ltd.

99.99%

62.50%

Telecom Asia (China) Co., Ltd.

TA Orient Telecom Investment Co., Ltd.

99.99%

99.99%

True Corporation Public Company Limited

GROUP INVESTMENT STRUCTURE As of 31 December 2008

Panther Entertainment Co., Ltd. (formerly name UBC Fantasia Co., Ltd.)

Satellite Service Co., Ltd.

True Visions Cable Public Company Limited

IBC Symphony Co., Ltd.

Red Media Co., Ltd.

Click TV Co., Ltd.

Cineplex Co., Ltd.

Online Station Co., Ltd.

MKSC World Dot Com Co., Ltd.

Telecom International Co., Ltd.

Nilubon Co., Ltd. (Foreign Company)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Revenues breakdown by business group 2008

Business Group

Baht

2007 %

Million

Baht

2006 (restated) %

Baht

Million

%

Million

1. True Online Revenues

21,646

35.4%

20,490

33.2%

20,791

40.0%

Revenues

30,224

49.3%

32,366

52.5%

22,694

43.7%

Revenues

9,395

15.3%

8,785

14.3%

8,470

16.3%

61,265

100%

61,641

100%

51,955

100%

2. True Move

2. True Visions

Total Revenues

Revenues for the year ended 31 December 2008 breakdown by company Baht

Business Group / Operation by

%

Million 1. True Online True Corporation Public Company Limited

10,402

17.0%

True Multimedia Co., Ltd.

1,283

2.1%

True Internet Co., Ltd.

2,891

4.7%

True Leasing Co., Ltd.

751

1.2%

4,142

6.8%

KSC Commercial Internet Co., Ltd.

340

0.6%

Wire & Wireless Co., Ltd.

355

0.6%

Asia Wireless Communication Co., Ltd.

402

0.7%

True Public Communication Co., Ltd.

222

0.4%

True Touch Co., Ltd.

224

0.4%

Future Gamer Co., Ltd.

143

0.2%

True International Communication Co., Ltd.

124

0.2%

Others

367

0.5%

Revenues

21,646

35.4%

Revenues

30,224

49.3%

Revenues

9,395

15.3%

61,265

100.0%

True Digital Entertainment Co., Ltd.

2. True Move BITCO Group of companies

3. True Visions True Visions Group of companies

Total Revenues

Part II

TRUETE: Nature of Business

2-8

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

3. DETAILS OF EACH BUSINESS LINE 3.1 Products and Services True Corporation Public Company Limited is Thailand’s only integrated communications solutions provider and convergence lifestyle leader. Our readiness to develop solutions that match customer lifestyles and needs makes us outstanding in the Thai telecommunications industry. We offer a “quadruple play” of voice (fixed-line and mobile), video and data services, and are well placed for future growth through the convergence of our networks, services and content.

Since the beginning of 2007, True has been organized into five core businesses (this document follows this category format): Online business under TrueOnline, consisting of fixed-line phone service and value-

added services, business data services, Internet and Broadband Internet services and WE PCT (Personal Communication Telephone); Cellular business under TrueMove (formerly TA Orange); Pay-TV business under TrueVisions (formerly UBC); Digital commerce business under TrueMoney; Digital content business (plus the lifestyle venture, True Coffee) under TrueLife.

However, we report our financial results in three main business segments: TrueOnline, TrueMove, and TrueVisions. The performances of the digital commerce and digital content businesses (TrueMoney and TrueLife) are presented under the TrueOnline segment.

In 2008, TrueMove contributed 42 percent of True Group’s service revenue after the deduction of inter-segment transactions and excluding interconnection charges (IC).

TrueOnline service revenue (including fixed-line phone and value added services, data services, Internet and Broadband as well as WE PCT) contributed 40 percent and TrueVisions 18 percent.

The tables below present our Group revenue (before intersegment elimination) and EBITDA profile.

Service revenue 1/:

Unit: Baht million

2006 % 2007 % 2008 % TrueOnline 20,515 41 20,194 39 20,996 40 TrueMove (excluding interconnection charge) 21,762 43 22,993 44 21,652 42 TrueVisions 8,261 16 8,631 17 9,273 18 Total 50,538 100 51,818 100 51,921 100 EBITDA: TrueOnline TrueMove TrueVisions Eliminations Total 1/

2006 % 2007 % 2008 % 9,899 57 9,670 49 10,195 55 5,072 29 7,566 38 5,691 31 2,366 14 2,527 13 2,666 14 (82) (9) (80) 17,255 100 19,754 100 18,472 100

After eliminations

Part II

TRUETF: Details of each business line

3-1

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

3.1.1 TrueOnline TrueOnline comprises fixed-line telephone and its value-added services such as public phones, as well as Internet and Broadband, data communications services and WE PCT. Our Internet and Broadband businesses have grown rapidly. New services such as International Direct Dialing (IDD) and our International Internet Gateway have also helped maintain overall revenue generated by TrueOnline. i) Fixed-line phone services True is the largest fixed-line operator in the Bangkok Metropolitan Area (BMA) with a market share of over 50 percent. Almost two million (out of our 2.6 million) lines are in service.

In August 1991, True signed a 25-year Agreement for Joint Operation and Joint Investment for Expansion of Telephone Service (“Joint Operation Agreement”) under Build Transfer Operate (BTO) terms with the Telephone Organization of Thailand (later renamed “TOT”) to construct, install, maintain and jointly operate a two million-line wireline network in the BMA which will expire in 2017. The agreement was subsequently extended to cover an additional 600,000 lines. We have transferred our fixed-line network to TOT which collects service charges from customers and then shares a proportion of revenue with the Company at the rate of 84 percent for two million lines and 79 percent for 600,000 lines. The Company receives an 82 percent share of revenue from each value-added service and 76.5 percent from the public phone service.

In addition, we have been granted licenses from the National Telecommunications Commission (“NTC”) to provide Internet services, voice communications over IP network (Voice over Internet Protocol – VoIP), fixed-line phone services, public phone services, IDD, and International Internet Gateway services

Value-Added Services In addition to fixed-line phone services, the Company offers a range of value-added services to meet customers’ needs, including: A 26,000-telephone public phone service in the BMA under the approval of TOT; Voice Mailbox, Call Waiting, Conference Calling, Call Forwarding, Hot Line, Abbreviated

Dialing, Automatic Call Repetition and Outgoing Call Barring; Caller ID displaying the 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 a specified party, providing direct access to each internal telephone number;

to

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;

Part II

TRUETF: Details of each business line

3-2

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 is 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 services, called NetTalk by True.

Network Our modern, core fixed-line network is equipped with more than 176,000 kilometers of fiberoptic cables, covering 4,200 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.

By December 31, 2008, the Company had 1,902,507 fixed-line subscribers comprising 1,272,600 residential subscribers and 629,907 business customers. This reflected a slight fall from 2007. The average revenue per user (ARPU) dropped 8.5 percent to Baht 331 as a result of customer migration to mobile services. However, the number of subscribers remained stable. The majority of revenue (55 percent) came from business customers.

The following table shows the number of fixed-line subscribers and ARPU: As of December 31, Fixed Line 2004 2005 2006 2007 Subscribers 1,944,521 1,989,664 1,976,965 1,955,410 ARPU (Blended) 538 493 414 362

2008 1,902,507 331

ii) Broadband and Internet services

Broadband True Group is Thailand’s largest Broadband operator with around 50 percent share of the market nationwide. We provide the service using cable modem and DSL technologies at speeds of up to 10 Mbps (VDSL or Very High-Speed Digital Subscriber Line).

In 2003, the Company and certain other service providers, such as KSC, started offering wireless Broadband services or Wi-Fi (Wireless Fidelity). As of year-end 2008, we had over 16,000 Wi-Fi hotspots 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 technology that provides high-speed Internet data transmission at rates of 6 Mbps to 10 Mbps to its business customers.

In April 2005, the Company also launched Thailand’s first Pre Pay high-speed Internet service, providing an alternative for high-speed Internet customers seeking value-for-money and convenience.

Part II

TRUETF: Details of each business line

3-3

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

True’s subsidiary, True Universal Convergence Co., Ltd. (“TUC”), has been granted a Type Three license from the NTC to provide fixed-line telephone, Broadband and data services nationwide using new infrastructure and technology such as NGN (next generation network), xDSL, and Gigabit Ethernet. TUC provides data and Broadband circuits as well as data network services to True’s subsidiaries including True Internet Co., Ltd. (“TI”), and True Multimedia Co., Ltd. (“TM”). These provide hi-speed Internet and data services to end-customers and non-voice services to consumers and business customers, respectively.

Our 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 NGN. We also offer rich content catering for consumer lifestyles, including music, gaming, sports and E-books, as well as a variety of value-added services, including IPTV (Internet protocol TV), WhiteNet filtering (allowing parents to control their children’s Internet access) and Norton Anti-Virus (to automatically detect and eliminate computer viruses).

True’s “hi-speed Internet Super Package 2 Mbps” promotion, launched in 2008 offers speeds of up to 2 Mbps, a free Wi-Fi router, and unlimited access to “Wi-Fi by TrueMove” for Baht 890 per month. This promotion has been well received by customers. At the end of 2008, we had 632,461 subscribers, representing an increase of 15.4 percent from 2007. Wi-Fi subscribers totaled approximately 109,000, up from 31,523 at the end of 2007. In addition, there are some further 100,000 subscribers to the free Bangkok Green Wi-Fi (64 Kbps) service, which is a collaboration between True and the Bangkok Metropolitan Administration.

The following table shows the number of Broadband subscribers and ARPU: As of December 31, Broadband 2004 2005 2006 2007 Subscribers 164,775 300,322 442,728 548,285 ARPU 1,051 739 721 709

2008 632,461 711

Internet The Company provides Internet (including content and applications) services through: (1)

(2)

Asia Infonet Co., Ltd. (“AI”), in which the Company has a 65.0 percent equity interest, under an Agreement to Operate whereby CAT Telecom Plc or CAT (previously the Communications Authority of Thailand) 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. Asia Infonet was granted a one-year, renewable, Type One ISP license, due to expire on February 4 of each year; and True Internet Co., Ltd. (“TI”), in which the Company has a 99.99 percent equity interest. In September 2005, True Internet was granted a one-year, renewable, Type One ISP license from the NTC, due to expire on August 17 of each year.

We are Thailand’s largest Internet Service Provider (ISP) with approximately 1.3 million subscribers, including Broadband subscribers. We lead both the consumer and business

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Internet market by offering value-added services, including an Internet Data Center, providing security services for corporate customers.

After one of our subsidiaries was granted an International Internet Gateway license by the NTC at the end of 2006, True’s Internet and Broadband services have grown rapidly while service quality has improved. This has also helped reduce our cost of services.

The following table shows the number of Internet/Broadband subscribers, during the periods indicated: As of December 31, Internet/Broadband 2004 2005 2006 2007 2008 Subscribers 1/ 1,231,344 716,7032/ 849,007 1,104,586 1,274,802 1/ Including Broadband subscribers 2/ 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.

iii) Data Services True’s data services offer converged data and voice communication solutions, and managed services to business customers through various technologies. These include: Digital Data Network (DDN) or Leased–Line; MPLS (Multiprotocol Label-Switching); Metro Ethernet (a fiber-to-the-building technology designed specifically for business customers); IP-Lease Line (a hybrid between an IP-based data service and a lease line service which improves the quality of connection beyond standard IP-based services). In addition, the Company offers a Managed Network Service and Managed Data Network Service (a combination of three network operation services including network performance management, fault management and configuration management). Furthermore, our Internet Data Center (IDC) offers a full network redundancy support service.

True Group is one of the major players in the data transmission business in Thailand. As of year-end 2008, there were 17,741 circuits under our service, a 26.9 percent increase from 2007. ARPU in 2008 stood at Baht 9,808, a fall from 2007 mainly due the migration of customers to newer, lower-priced technology.

True’s modern network gives it a competitive advantage. We seek to differentiate ourselves from competitors through a focus on service quality and by meeting customer needs. We also benefit by combining our various products and services (e.g. content, VoIP and Internet) as well as by providing services with our business partners (e.g. the collaboration with Cisco to roll out a high quality IP network). As a result, we do not have to compete solely on price.

True was the first network provider in Thailand to earn the “Cisco Powered” designation in 2007, joining an elite group of around 300 similarly certified users worldwide. In 2008, True’s service quality to our partner, Cisco, was rated “excellent” by Cisco customers.

Beside large corporate clients, True aims to expand its business customer base more aggressively into the SME segment, particularly upcountry. Significant growth opportunity exists upcountry where overall penetration and True’s market share remain relatively low.

True plans to utilize its wide selection of products and services (e.g., data services, VoIP, Internet), to secure and expand market share upcountry through convergence and bundling strategies.

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3-5

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The following table shows the number of circuits and ARPU: As of December 31, 2004 2005 2006 No. of circuits 9,001 10,216 12,033 ARPU 11,014 10,411 11,106

2007 13,976 11,253

2008 17,741 9,808

iv) 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 number.

The Company operates WE PCT through its subsidiary, Asia Wireless Communication Co., Ltd., (“AWC”), in which it holds a 99.99 percent equity interest. The PCT service was launched in November 1999 as a value-added service of the wireline network under the Joint Operation Agreement. The Company is entitled to 82.0 percent of the revenue generated from the service and AWC is entitled to approximately 70 percent of this amount.

TOT also provides PCT services to its customers through the Company’s PCT network. In exchange, TOT shares with True approximately 80 percent of revenue received from its subscribers as a 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 targeted at students and the young.

There were 273,623 WE PCT subscribers at December 31, 2008, a fall of 30 percent from 2007 partly due to a change in the method of counting subscribers to exclude those who were inactive. ARPU declined slightly from last year to Baht 171.

The following table shows the number of PCT subscribers and ARPU for the periods indicated: As of December 31, WE PCT 2004 2005 2006 2007 2008 Subscribers 472,846 469,125 347,099 390,609 273,623 ARPU 1/ 268 318 257 172 171 1/ including PCT Buddy (prepaid service)

v) International Internet Gateway service True Internet Gateway Co., Ltd. (“TIG”), a subsidiary of True Corp, received an International Internet Gateway and Domestic Internet Exchange License (Type Two with Network) from the NTC on May 19, 2006, and an International Data Gateway License (Type Two with Network) on October 21, 2008.

The two aforementioned licenses allow TIG to provide Internet and international data services. Currently, TIG has Points of Presence (PoPs) in Bangkok, Singapore, Hong Kong, the UK and the USA which enhance the efficiency of the connection and service quality.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Since its launch, TIG has considerably expanded its capacity to support the growth of Internet and international data services which have doubled annually. Currently we are the second largest service provider with total bandwidth of 6 gigabits per second (Gbps). At the end of 2008, approximately 90 percent of TIG’s total bandwidth under service was provided within the True Group. The other 10 percent was utilized by external customers including local ISPs, local and multinational corporations as well as international telecom operators.

TIG offers three types of international data services – International Private Leased Circuit (IPLC), Internet Protocol Virtual Private Network (IP VPN) and Virtual Node. Currently, we are focusing and serving a number of major international carriers who have a presence in the Asia Pacific region and demand a large amount of bandwidth as well as a reliable network and high quality services. To facilitate corporate customers requiring a variety of bandwidth sizes and international destinations, TIG continues to partner with global international carriers to reach countries beyond Singapore and Hong Kong where TIG already has its own facilities. vi) International Direct Dialing (IDD) service After being granted a Type Three license from the NTC to provide overseas call services, True’s subsidiary, True International Communication (“TIC”), soft-launched its IDD service in December 2007, followed by an official launch on July 8, 2008. True’s IDD service uses the “006” dialing code prefix. TrueMove subscribers can dial “+” instead of “006” to automatically access our IDD services. Since its inception, True’s IDD service has grown well, generating revenue of Baht 320 million (before inter-segment elimination) in 2008.

3.1.2 TrueMove The Company operates a mobile telecommunications business through its subsidiary, TrueMove in which the Company held an equity interest of 77.14 percent at the end of 2008.

TrueMove operates under the Agreement to Operate and Provide Services under the Digital PCN 1800 System (“Agreement to Operate”), dated June 20, 1996, granted by CAT. This allows for the provision of services until September 2013. Under the agreement, TrueMove shares 25 percent of its revenue, after deducting access charge (“AC”) payments and other deductible expenses (e.g. content), with CAT until 2011. This then increases to 30 percent until the end of the agreement.

At the beginning of 2009 the Company signed a Memorandum of Agreement (MOA) with CAT for TrueMove to use the network and equipment that TrueMove has built and transferred to CAT for another five years following the end of the Agreement to Operate in 2013. As a result, TrueMove can operate its business on equal terms to other operators.

In June 2008, CAT allowed TrueMove to use 5 MHz of the 850 MHz frequencies to develop a HSPA (High Speed Package Access) service. This came under the existing Agreement to Operate between CAT and TrueMove. In this regard, TrueMove will use CAT’s gateways and is willing to allow CAT to jointly use its base stations. The collaboration will also include cobranding. At the beginning of 2009 TrueMove was also granted permission to trial launch HSPA (third-generation, or 3G) services on 850 MHz on a non-commercial basis which will prepare us for full commercial launch.

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Subscribers TrueMove has grown rapidly since it launched full commercial operations in March 2002 on a digital network under the Global System for Telecommunications (GSM) and has been successful in acquiring about one-third of the market’s net additional subscribers each year since 2004. As of year-end 2008, TrueMove was Thailand’s third-largest mobile telecommunications service provider by subscriber numbers with 14,756,834 subscribers and a market share of 24.3 percent. There were 13,786,283 prepaid customers and 970,551 postpaid, representing 93.4 percent and 6.6 percent of total subscribers respectively.

Blended ARPU in 2008 was Baht 105 for prepaid and Baht 510 for postpaid. Prepaid and postpaid revenue contributed 66.7 percent and 21.6 percent of service revenue (excluding IC) respectively.

The following table sets forth certain information with respect to our mobile business during the periods indicated: TrueMove Subscribers - Prepaid - Postpaid Total Subscribers Subscriber Growth Blended ARPU - Prepaid ARPU - Postpaid ARPU

2004 2,927,818 452,565 3,380,383 85.2% 437 348 1,030

As of December 31, 2005 2006 2007 4,009,470 449,173 4,458,643 31.9% 393 321 911

7,031,289 546,453 7,577,742 70.0% 292 250 772

11,362,331 717,758 12,080,089 59.4% 191 158 676

2008 13,786,283 970,551 14,756,834 22.2% 130 105 510

Services

Pre Pay Most of TrueMove’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.

TrueMove was the first telecommunications operator in Thailand to provide “over the air” top-up services through 80,000 airtime resellers such as individuals or small shops who register with TrueMove and are eligible to transfer airtime to subscribers via SMS. TrueMove prepaid subscribers can top-up with as little as Baht 10 at over 18,000 public phone booths in the BMA. TrueMove also provides subscribers a mobile payment channel via TrueMoney services to meet a new generation of lifestyle needs.

Post Pay TrueMove’s postpaid service allows customers to choose a monthly service plan, priced from Baht 0 to Baht 1,300. Subscribers are billed monthly for subscription fees, airtime and the use of other voice and non-voice services.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Voice Services Our 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 TrueMove 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 wap.truelife.com. Popular content includes photo-based communication, financial information services, games, cartoons, screen savers and ringtones, music and sports. Subscribers are increasingly using our non-voice services, in particular ring-back tones and messaging while also surfing the Internet and downloading content through EDGE/GPRS service.

Non-voice services contributed 11.8 percent to TrueMove’s service revenue (excluding IC) in 2008, compared with 10.4 percent in 2007. Service revenue from content-based services, messaging and EDGE/GPRS traffic contributed approximately 58, 29 and 13 percent, respectively, of total non-voice revenue. TrueMove is able to use content as a growth driver by leveraging the exclusive content assets of True Music, TrueOnline and TrueVisions.

We currently offer the following non-voice services to our subscribers: x Short Messaging Service (SMS): allows subscribers to send short text messages to other mobile users; x Voice SMS: Thailand’s first voice short-messaging service allows subscribers to send audio messages to fixed-line and mobile handsets; x Voicemail: enables subscribers to retrieve audio message recordings; x Multimedia Messaging Service (MMS): allows subscribers to send pictures, text and sound/voice in a single-packet message to other mobile users; x Mobile Internet: provides mobile data communications through EDGE/GPRS technology, including WAP-based content portals, ‘‘push’’ e-mail (BlackBerry), and other Internet services such as mobile chatting and website data services; x Multimedia Content Service: allows subscribers to access content such as music, sports, news and finance (through True Music, True Sport, TV and music streaming, plus others); x 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 smart phones from manufacturers which include iPhone by Apple, Research in Motion (makers of BlackBerry), Motorola, Samsung, Sony Ericsson, O2 and HP. Handsets are either sold outright (untied to any service) or tied with TrueMove’s monthly (postpaid) packages.

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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 TrueMove to use TrueMove’s cellular network when traveling in Thailand. This service is also available to TrueMove subscribers to use the networks of international operators with whom TrueMove has entered into international roaming agreements. The roaming services include voicemail, SMS, MMS, Internet/Email, Caller Identification, Missed Call Alert, Short Code, BlackBerry roaming and Wi-Fi by TrueMove.

In June 2008, TrueMove joined Conexus Mobile Alliance, increasing the Conexus Mobile subscriber base using roaming services (both voice and non-voice) to 210 million. As a result, these subscribers can use roaming services in Thailand on TrueMove’s network.

TrueMove subscribers will also have more options when traveling in the Asia Pacific region.

TrueMove and Conexus Mobile Alliance furthermore announced a regional rollout of a mobile data roaming plan for BlackBerry smartphones among Alliance members. The new plan offers a high mobile data access ceiling in most markets, allowing corporate email access and convenient wireless Internet access as well as providing cost benefit to active business travelers who use the services of Conexus Mobile Alliance.

Network TrueMove was the most recent 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. We now cover approximately 93 percent of Thailand’s population, putting us on a par with other major mobile operators.

Bundled Packages TrueMove is a key member of the True Group, as seen in the bundling of TrueMove services with other Group services, including: A joint SUPER hi-speed Internet promotion between TrueMove, True Internet and

TrueVisions offered 1 Mbps service to TrueMove and TrueVisions subscribers for Baht 599 per month. The hi-speed Internet SUPER Package 2 Mbps, offered 2 Mbps Internet speed and unlimited “Wi-Fi by TrueMove” service for Baht 890 per month; TrueMove was a major part of the bundling promotion with TrueVisions and True

Internet for the fifth season of the highly popular Academy Fantasia (AF) reality TV show. From 2006, voting has been restricted to TrueMove subscribers only; The

TrueVisions–UBC TrueMove Free View mass market promotion – (see “TrueVisions” section for more details); and

The All Together Bonus – True’s first bundled package launched in 2004 offers a

combination of True services and remains popular among TrueMove 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 ring tones (through the IRemix service), and ‘‘over-the air’’ top-ups to our subscribers. We also provide EDGE (Enhanced Data rates for GSM Evolution) services in the BMA and other multimedia content-based services, along with comprehensive wireless Internet services using Wi-Fi technology. In 2008, TrueMove launched the Game SIM to attract online gamers. It also launched the world’s first Touch SIM using RFID (radio-frequency identification) technology.

This allows for payments to be made from the E-wallet and E-Purse payment services with a single swipe of any mobile handset.

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

3.1.3 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’ origins lie with the merger of UBC (formerly IBC) and UBC Cable (formerly UTV) in 1998. At the beginning of the year 2006, the Company successfully acquired 91.8 percent holding of UBC and renamed it TrueVisions at the beginning of 2007.

TrueVisions operates pay-TV services under 25-year Agreements for Joint Venture in the Membership Television (and Cable Television) Services (“Agreements for Joint Venture”) with the Mass Communications Organization of Thailand (MCOT) 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 highcapacity Thaicom 5 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.

Since becoming part of True, TrueVisions has changed its marketing strategy to penetrate the mass market by offering a “TrueVisions-UBC TrueMove Free View” bundling package. By December 31, 2008 this had boosted subscribers to 1,469,471 (including Free View and Free-to-Air subscribers) and the subscriber base by 41 percent from 2007. During 2008, 30.4 percent of Free View customers became paying subscribers. The mass market strategy has played an important role in increasing penetration of the upcountry market, which now accounts for 49 percent of total subscribers.

The following table sets forth certain information regarding pay-TV subscribers and ARPU during the periods indicated: TrueVisions

2004

Subscribers – Normal packages - Cable TV - DSTV Total normal packages Free Viewer 1/ Free to air 2/ Total subscribers

140,998 316,544 457,542 457,542

As of December 31, 2005 2006 2007 133,055 350,761 483,816 483,816

133,977 424,883 558,860 64,647 623,507

132,868 496,920 629,788 318,790 90,342 1,038,92 0 1,104

2008 129,659 670,178 799,837 527,096 142,538 1,469,47 1 988

Blended ARPU 3/ 1,301 1,291 1,217 1/ Excluding up-sellers who already converted to normal packages 2/ Free to air representing satellite disc sale with 32 free-to-air channels and no monthly charge 3/ Excluding free view and free to air subscribers

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

In 2008, the ARPU of TrueVisions (not including Free View and Free-to-Air subscribers) dropped 11 percent from 2007 to Baht 988 mainly from mass market penetration.

TrueVisions offers four different monthly packages: Platinum (86 channels at Baht 2,000 per month); Gold (77 channels at Baht 1,413); Silver (63 channels at Baht 750) and; True Knowledge (54 channels at Baht 340).

In addition to the above packages, TrueVisions provides A-La-Carte packages including ten further channels from NHK, HBO, Disney and Discovery. Platinum subscribers are able to choose their preferred packages at a discount rate, while the Discovery and Disney packages are also available to our Silver subscribers.

TrueVisions offers top quality local and international programming including movies (e.g., HBO, Cinemax, Star Movies and Hallmark); sports (e.g., ESPN, Star Sports, TrueVisions’ own channels), infotainment (e.g., Discovery Channel, National Geographic), news (e.g., CNN, CNBC, Bloomberg, BBC World), in addition to free TV channels and pay-per-view.

To facilitate mass market penetration TrueVisions added three local channels in 2008 including TrueVisions’ own channels (True Asian Series and Hay Ha) and MTV Thailand.

Some of these are now ranked amongst TrueVisions’ top ten.

In April 2007, we finalized our acquisition of exclusive Thai rights to live telecasts for three seasons of English Premier League football (“EPL”), the most popular international sporting competition amongst Thais. The agreement allows us to show 380 matches per season from 2007/08 to 2009/10, as well as giving us flexibility to tailor our sports channels to better target different customer segments.

Our exclusive EPL rights are key to subscriber attraction and retention. Free View subscribers can buy EPL coverage on an A-La-Carte basis. In 2008, TrueVisions added a new sports channel, True Sport 5. This broadcasts certain EPL matches and provides A-La-Carte options. True Group also has the right to provide EPL and EPL-related content through other platforms, including True IPTV, TrueMove and TrueOnline.

In addition, 2008 was the fifth consecutive year that TrueVisions aired the popular reality TV show, Academy Fantasia which runs once a year. This helps retain subscribers during the low-season period while generating key content for other parts of True Group.

TrueVisions remains committed to building on its content leadership. Our premium packages offer access to highly popular and almost entirely exclusive international programming (only three of our 43 turnaround channels are non exclusive). Meanwhile, we continue to cater to local audiences by providing Thai-language dubbing and subtitles, and in-house content to match local tastes.

3.1.4 TrueMoney TrueMoney 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.

TrueMoney Cash Card The TrueMoney Cash Card allows TrueMove and True customers to top up their selected True Group services, including TrueMove Pre Pay, WE PCT Buddy, Prepay hi-speed Internet, Internet Kit, Wi-Fi, True World, True E-book and many online games. Top-ups are made using the cash card’s PIN code.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Payment and Collection Service For the payment and collection service, 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.

TrueMoney Express is a franchised point of payment service, run in collaboration with retailers at around 2,000 locations throughout the country. It offers various payment services such as bill payment, E-Cash Card sales and direct top-up to True pre-paid products.

In addition, the launch of the innovative “WeBooking by TrueMoney” offers a convenient and fast way to book and pay via all channels and covers various lifestyle activities such as entertainment, travel and accommodation, education, sports and health.

TrueMoney services via TrueMove This service, launched at the beginning of 2006, allows TrueMove subscribers to perform commercial and financial transactions using their mobile, anytime and anywhere, under a highly-secure system to international standards. Using TrueMoney, TrueMove subscribers can: Top-up their credit balance for many prepaid services from the True Group, such as

TrueMove Pre Pay, Internet airtime, online gaming, PCT services; Top up their TrueVisions-TrueMove Free View package, with the fee automatically

deducted each month from subscribers’ TrueMoney accounts. Subscribers can also upgrade to higher-tier TrueVisions’ A-La-Carte packages or buy TrueVisions’ prepaid programs using TrueMoney, which has proved to be of great value for TrueVisions; Pay bills and merchants for True Group products and services as well as for services

outside the Group, such as electricity and water supply bills, insurance bills, many ecommerce merchants, taxi fares, online purchases of movie tickets and bowling fees.

TrueMoney also has a system to alert customers to pay electricity and water supply bills before due date; Transfer funds from their TrueMoney account to another TrueMoney account, or

transfer funds from their bank account to their TrueMoney account; Withdraw money from their TrueMoney account using a TrueMoney Card at ATMs

nationwide; and Keep amounts of up to Baht 30,000 in each TrueMoney account. Customers can top

up their TrueMoney account from many sources by using a TrueMoney Cash Card, a registered bank account or credit card.

By the end of 2008, TrueMoney was being used by around 4.2 million TrueMove subscribers, an increase of approximately 50 percent from the 2.8 million a year earlier. We expect further growth in 2009.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

3.1.5 TrueLife TrueLife provides digital content and access to both mobile and online digital communities.

It also acts as a digital convergence and communicator platform for consumer-to-consumer, business-to-consumer and business-to-business transactions.

TrueLife has three main components: Digital content and community services; TrueLife Shops; and TrueLife Plus (our convergence bundling packages).

Online portal Truelife.com provides an online community and communicator platform – e.g.

Minihome, Club, Chatroom and instant messaging – which allows users to interact, communicate and share. It also offers content which brings together people with similar lifestyles or interests. Main content categories are Music, Sport, TV and Movies. Launched in 2006, Truelife.com has more than 1.6 million registered members.

True Group is also an online games provider through NC True, a joint-venture between True and NC Soft, a world-class online game maker from South Korea. NC True’s leading games include “Lineage II”, “Guild Wars”, and “Point Blank”, which are among Thailand’s top online games.

In 2007 the online game “Special Force” of our subsidiary, True Digital Entertainment Co., Ltd. (“TDE”), quickly became popular with Thai gamers, becoming the number one “casual” online game in Thailand. At year-end 2008 some 14.4 million players were registered to the game.

TrueLife Shops bring together under one roof the full range of True products and services, including True Coffee, True Music and True Broadband. These shops are 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.

TrueLife has revamped its online shopping service, www.weloveshopping.com after its merger with www.marketathome.com in 2007. By the end of 2008, WeLoveShopping hosted over 150,000 online shops featuring more than two million items.

3.2 Marketing Strategy True Group’s strategy is based upon its convergence strategy, which will continue to play an important role in expanding the subscriber base and network efficiency while reducing churn rates and providing growth and generating revenue for the Group in the medium and long term. This will be achieved by drawing upon our large pool of products, networks, content and value added services that we offer through our five key businesses namely: TrueOnline, TrueMove, TrueVisions, TrueMoney and TrueLife.

Similar to the Group, TrueOnline will leverage convergence to capture high ARPU subscribers in the Broadband market and increase upcountry market share while strengthening Wi-Fi leadership by expanding service area coverage.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

On-net promotions which have helped TrueMove acquire net additions and reduce net IC costs will continue. TrueMove will again target approximately one third of new market additions by providing services, products and promotions that meet customer needs.

TrueVisions will continue to promote its mass market strategy. It will also seek to increase premium and standard subscribers by focusing on service differentiation.

3.3 Distribution and sales To reach the consumer segment, the Company offers a full range of services through its 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, wireless communications services, pay TV services, 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 its products and services throughout Thailand through accredited dealer shops and independent distributors and dealers who work on a commission basis.

Our conventional distribution channels include: Wholesale partners: who purchase deactivated SIM cards and top-up cards, mobile handsets and accessories from us for distribution onto sub-dealers; manage subdealers and provide logistic support. Wholesale partners primarily sell our prepaid SIM cards and top-up cards. Sub-dealers also provide other services such as mobile handset repairs and music and game downloads; Direct sales channel markets our services to SMEs and corporate clients. This channel also plays important role in the customer acquisition of TrueMove with approximately 30 percent of net additional subscribers being acquired through this channel. We further categorize the direct sales channel into: direct sales team (DSA), direct sales agent (DST), and freelance; Multi-retailers located in hypermarts, specialty stores, and convenience store chains.

SIM card sales through this channel have been increasing strongly, and contributed almost 40 to 50 percent of total SIM card sales in the fourth quarter of 2008; Retail shops refer to True shops, TrueMove shops and kiosks, located in high visibility and high traffic locations, such as shopping malls, hypermarts, office buildings etc. TrueLife shops and TrueCoffee also fall into this category; Retail channel partners comprise of (i) retail partners, and (ii) mobile sales vans or “Move UP vans” which are mobile sales points for True group sales agents nationwide True Group’s prepaid services (mainly mobile telecommunications services) are normally sold through the first three channels – wholesale partners, direct sales channel and multiretailers while retail shops (both our own and our partners’) serve as a sales channel for True Group’s convergence products and services as well as an after-sales service channel.

For top-up services (to refill TrueMove’s prepaid airtime, TrueMoney credit, or topping up TrueVisions-TrueMove Free View packages), we offer several electronic channels in addition to using physical cards (i.e., Cash card and Top up card) as follows:

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

ATM – Subscribers can transfer funds directly from their bank account to top-up either a TrueMove account or TrueMoney account; Mobile payment via TrueMoney (see details on TrueMoney in item 3.1.4); E-cash – Airtime purchase can also be done over the counter of our partners such as Kasikorn Bank and 7-Eleven.

Direct top up – Customers can use a device installed at several locations of our own as well as our partners’ such as CP 7-Eleven to directly top up their account; an online top up transaction is also categorized as a direct top up method; Public phone booths – starting from 2007, TrueMove prepaid subscribers were able to top up by as little as Baht 10 at over 18,000 public phone booths in the BMA. In addition, TrueMove airtime is sold through independent non-mobile agents or “over-theair” airtime resellers such as individuals or small shops who are provided a special SIM card to allow airtime transfer to end-users. These agents can refill their airtime credit through several means (e.g., Cash card, Top up card and ATM). Over 100,000 such resellers were registered to our system as of 2008.

Although physical cards currently make the largest contribution to our top up revenues (approximately 72 percent of total top up revenues at the end of 2008), electronic channels are becoming increasingly popular among our customers due to the variety of payment methods and increased number of electronic top up locations. In 2009, we seek to boost profitability by pushing top up sales through electronic channels to save costs associated with physical cards (production, logistics and warehousing). We also plan to manage our sales mix so that revenues occur through channels that are subject to low commission (i.e., ATM).

For SMEs and corporate customers, we arrange account executives dedicated to both the SME and the corporate segments, and sales managers and sales executives servicing the various SME and corporate subscribers.

TrueVisions’ primary sales channels include telesales, direct door-to-door sales, an Internet website, a nationwide agency network and non-traditional channels via Move UP vans.

3.4 Procurement of Products and Services

Network Capacity for Services The Company believes that its extensive fiber-optic wireline network covering 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.

TrueMove has been able to take advantage of the latest technological developments as it built its network later than the two other major operators. This means its network is relatively more efficient and cost effective.

Part II

TRUETF: Details of each business line

3 - 16

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 TrueMove and MIH for TrueVisions. No further support has been provided since our strategic partners sold or reduced their shareholdings. All these strategic partners transferred substantial telecommunications expertise to True Group during the time when they were our shareholders. Subsequently, our management team is capable of operating without their support.

3.5 Thai Telecom Industry

Mobile Business The Thailand mobile market has grown substantially in the past few years to reach 61 million subscribers by the end of 2008, an increase of 8.8 million subscribers from the previous year. This takes the penetration rate to 91.7 percent (Thailand population data from the National Statistic Office – NSO) from 79.3 percent at year-end 2007. This excludes Thai Mobile and Hutch subscribers. However, we still expect the growth in the mobile industry although at a slower rate to 2007 due the mobile services becoming a necessity for Thais from all walks of life.

Key operators providing mobile services in Thailand include Advanced Info Service Plc (“AIS”), and its majority-owned subsidiary, Digital Phone Company (“DPC”); Total Access Communication Plc (“DTAC”); our majority-owned subsidiary, TrueMove; Hutchison-CAT Wireless Multimedia (CAT's marketing service provider under the “Hutch” brand name); TOT and Thai Mobile. The largest operators are AIS and DTAC which had 45.0 percent and 30.7 percent market share respectively at the end of 2008. TrueMove is the third largest operator with a market share of approximately 24.3 percent.

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.

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.

2007 saw the industry move to more rational competition as operators entered into the interconnection regime which requires them to pay for access to other networks (Baht 1 per minute on average), putting a floor on prices. In 2008, the small operator Hutch offered low tariff promotions because it does not have to pay IC charges. Currently, CAT is negotiating with other operators to enter the IC regime and the negotiations are expected to be completed in 2009. This will result in Hutch joining the IC regime, which will also reduce price competition.

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TRUETF: Details of each business line

3 - 17

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Despite high competition in the mobile market, TrueMove was able to boost its subscriber market share from 19.3 percent in 2006 to 23.2 percent in 2007 and to 24.3 percent in 2008. In addition, TrueMove has been able to capture approximately one third of the industry’s net additional subscribers each year since 2004, partly from TrueMove’s ability to combine various products and services within True Group so that it does not have to compete solely on price.

Fixed line Telephone Business At the end of 2006 approximately 10 percent of the Thai population subscribed to fixed-line phone services. Total subscribers grew from 5.9 million in 2001 to 6.7 million in 2006. At the end of 2008 the number of True’s fixed-line subscribers dropped slightly to 1,902,507 (from 1,955,410 at the end of 2007).

The Thai market is currently served by three companies. TOT is the only operator that can offer services both in BMA and upcountry. The two other operators, True and TT&T Plc (“TT&T”) are providing wireline telephone services under Joint Operation Agreements with TOT. While our service coverage concentrates on the BMA, TT&T covers certain provinces of Thailand. By December 31, 2008 the Company estimated that it had a more than 50 percent share of fixed line subscribers in the BMA. The 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 for convenience, mobility, value-added features, better call quality, cheap handsets and more attractive tariffs.

Also, we expect intensifying 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.

Data Services The business data market in Thailand continues to grow at about 10-15 percent a year (from approximately Baht 11 billion in 2007 to Baht 12 billion in 2008 according to the ICT ministry) due to the popularity of on-line data transmission, and an increase in Internet users. There is high competition between the large number of 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 and United Broadband Technology (collectively, “UCOM”), Advanced Datanetwork Communications (“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). New market entrants such as Violin has shown tremendous growth in 2008 and although is still small in size.

As of 2008, True was the 3rd largest business data provider in terms of revenue with a 22 percent market share. TOT remained the market leader with a 28 percent share and UIH ranked 2nd with a 25 percent share.

Part II

TRUETF: Details of each business line

3 - 18

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Broadband Business The Broadband subscriber base in Thailand is relatively small with a household penetration rate of approximately 7 percent, compared to rates in other countries in the region such as South Korea (89 percent), Hong Kong (87 percent) and Singapore (75 percent) (Source: OECD, IMF, BuddeComm, KBank).

There are several operators in the Thai Broadband market, including Jasmine International Public Company Limited (“JAS”) and its subsidiary, Triple-T Broadband, United Broadband Technology (“UBT”), Lenso DataCom (under Q-Net service), Samart, CS Loxinfo, TOT, ADC and True.

True was able to increase its Broadband subscribers from 3,708 at the end of 2002 to 632,461 at the end of 2008. This leads True to believe that it is one of the largest Broadband operators in Thailand, in terms of subscribers, with an approximately 50 percent market share.

The industry has experienced strong growth in subscribers. Major growth contributors are: the decrease in the cost of modems, the increased popularity of online content, such as games, and the decrease in monthly fees as Broadband service providers increase the size of their customer bases. In addition, the International Internet Gateway fees have reduced significantly following the industry liberalization by the NTC. Competition in the provision of Broadband has intensified significantly after the industry liberalization. However, the Company believes that it gains a competitive advantage though its superior network as well as the higher quality services provided by our Internet Gateway.

Pay-TV Business Thailand had roughly 3-4 million pay-TV subscribers at the end of 2008, representing a household penetration of approximately 18-19 percent. This is relatively low when compared with other Asian countries. In 2007, the pay-TV penetration rate in Malaysia was 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 new entrants. MCOT granted pay-TV licenses to two other companies in 1996, but those companies did not launch services. The Public Relations Department (“PRD”) of Thailand grants annual operating licenses, and has licensed several regional cable pay-TV operators, of which an estimated 78 firms are presently operating. Following the enactment of the new Broadcasting bill on March 5, 2008, the regulator can grant new licenses to pay-TV operators, thus increasing competition. However, pay-TV operators will be allowed by the Act to advertise, creating opportunities to generate additional revenues from existing content.

Currently, it is estimated that more than 450 cable operators in the provinces are offering services to around 1.5-2 million subscribers without the necessary licenses. However, the provincial cable systems have come under increased scrutiny from copyright owners. In addition, the new Broadcasting bill has stricter rules concerning piracy control.

Part II

TRUETF: Details of each business line

3 - 19

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Over the last few 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 TrueVisions’ platforms. TrueVisions operations face numerous obstacles mainly due to outdated laws and regulations failing to reflect the current market circumstances. The regulator also needs sufficient time and experience to handle piracy effectively. However, TrueVisions is determined to develop a strategy to combat piracy and has achieved some success in this respect resulting in lower levels of illegal access to TrueVisions programming.

Our focus is now on targeting operators illegally airing content such as DVD movies which are legally carried by channels on our platform such as HBO. The success of previous measures in this regard peaked in 2005. We envisage a similar impact from applying said measures again at this juncture.

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.

In addition, TrueVisions has to 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, gives 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.

3.6 Regulatory update The regulatory landscape seems to be gradually improving. The current Thai telecommunication regulatory regime was set up by the 1997 Constitution, the Act on Organizations Allocated Frequency Waves and Supervision of the Radio and Television Broadcasting and Telecommunications Business (“Frequency Allocation Act”), and the Telecommunication Business Operations Act (“TBO Act”).

There are several pending regulatory issues in which we hope to see progress. These include Mobile Number Portability, industry-wide implementation of interconnection charge, pay TV advertising, and the establishment of the National Broadcasting and Telecommunications Commissions (“NBTC”).

The current Constitution was enacted in August 2007 after political transition. Nevertheless, key laws and regulations remain essentially in effect and the National Telecommunication Commission (“NTC”) still maintains its power in regulating the telecommunications industry.

In addition, Section 47 of the Constitution indicates that, the NBTC be set up to regulate the telecom and broadcasting industry and that the Act for the setting up of the NBTC must be enacted within 180 days of the new government announcing its policy. The establishment of the NBTC is expected to be complete at the end of 2009 at the earliest. The delay in NBTC establishment is expected to result in delays in the issuance of new policies and regulations.

A key major regulatory development in 2008 was the enactment of the Radio and Television Broadcasting Act B.E. 2551 (“Broadcasting Act”) which came into force on March 5, 2008.

The Broadcasting Act gives authority and power for the existing NTC to temporarily regulate and grant (one-year) licenses for community radio and non-frequency use services before the proposed NBTC can be set up.

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TRUETF: Details of each business line

3 - 20

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Since its establishment, the NTC has issued several regulations prescribing, among other things, the Interconnect Regulation B.E. 2549, bringing the Thai mobile industry into he interconnection (“IC”) regime since 2007 and creating a more level playing field.

In addition, the NTC plans to issue new regulations in 2009. These include the auction of third-generation (3G) licenses and Mobile Number Portability (MNP) which are expected to move the Thai mobile industry a step further.

In addition, the NTC has liberalized the industry by issuing several additional service licenses.

The list of all licenses obtained by True’s subsidiaries and associates is shown below.

True’s subsidiaries/ associates Internet Service Provider (ISP) license 1 KSC Commercial Internet (KSC) 2 True Internet (TI) 3 Asia Infonet (AI) 4 True Internet Gateway (TIG)

Type

Business

1 1 1 2

ISP ISP ISP International Internet Gateway & Internet Exchange (IIG & IX)

Validity

Date of Board approval

1 year 23 Jun 2005 1 year 18 Aug 2005 1 year 5 Feb 2007 5 years 19 May 2006

Expiry date

22 Jun every year 17 Aug every year 4 Feb every year 18 May 2011

Telecommunications license 1 True Public Communication (TPC)

1

2 Asia Wireless Communication (AWC) 3 True Universal Convergence (TUC)

1 3

4 True International Communication (TIC)

3

5 True Digital Entertainment (TDE)

1

6 True Internet (TI)

1

7 True International Communication (TIC)

3

8 True Internet Gateway (TIG)

2

Public Phone 1 year Service Resale (PCT) 1 year Fixed Line Service 20 years International Direct 20 years Dialing (IDD) Resale (Internet) 1 year International 1 year Calling Card (ICC) International 1 year Private Leased trial Circuit & International Internet Protocol Virtual Private Network (IPLC & IP VPN) Domestic & 15 years International Private Lease Circuit Service

29 Jun 2006

28 Jun every year

22 Feb 2007 8 Dec 2006

21 Feb every year 7 Dec 2026

25 Jan 2007

24 Jan 2027

2 Aug 2007

1 Aug 2009

11 Oct 2007

10 Oct 2009

22 Nov 2007

28 Feb 2009

21 Oct 2008

20 Oct 2023

Test/ Trial licenses 1 TrueMove (TMove)

WiMax Trial

2 True Universal Convergence (TUC)

WiMax Trial

90+90 22 Nov 2007 Days 90+90 22 Nov 2007 Days

18 Jul 2008 18 Jul 2008

* Note: The NTC extended the trial duration to 28 Feb 2009, and now has high chance to extend to 31 Mar 09 while waiting for the IPLC Regulation to be approved by the NTC board.

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3 - 21

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, high-technological 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:

Part II

YEAR

Baht (million)

2008

154.09

2007

126.52

2006

126.07

TRUETG: Research and Development

4-1

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

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/ Agreement for operations network of 2.6 million lines, PCT, Mobile phone, Internet services and Pay TV, must be transferred to TOT CAT and MCOT. As at 31 December 2008 and 31 December 2007, the Group's assets are as follows: Unit : Million Baht

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 Total

Network equipment 31 December 2008 31 December 2007 Consolidated Company Consolidated Company 1,848 1,848 1,848 1,848 717 717 782 782 12,402 11,680 13,702 12,983 33,983 803 36,452 929 277 262 347 318 3,681 2,841 223 143 237 156 7,860 7,250 2,935 21 4,191 29 63,926

15,474

67,650

17,045

Net value of network equipment in the consolidated and the Company financial statement were transferred to TOT and CAT under the Agreement for Joint Operation and Joint Investment/ Agreement for operation are as follows: Unit : Million Baht 31 December 2008 31 December 2007 Consolidated Company Consolidated Company 13,605 12,298 15,501 13,877 11,345 13,444 -

TOT CAT Total

24,950

12,298

28,945

13,877

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, Agreement for operation and licences) to secure of the Thai Baht borrowings.

Part II

TRUETH: Operating Assets

5-1

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Non-network assets are the right of the Group to operated, utilised and disposal those assets. The Group's assets are as follows: Unit: Million Baht Non-network equipment 31 December 2008 31 December 2007 Consolidated Company Consolidated Company Land and land improvement 547 541 Leasehold right & improvement 1,251 89 1,257 86 Furniture, fixture and equipment 1,348 161 1,391 200 Vehicle 3,057 2,245 Power Supply & computer 929 196 1,090 273 Work in progress 322 509 31 Total

5.2

7,454

446

7,033

590

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 2008 net book value was Baht 12,381 million, consisted of goodwill from acquisition of True Visions Public Company Limited (“True Visions”) at the net amount of Baht 11,043 million, Bangkok Inter Teletech Public Company Limited (“BITCO”) net amount of Baht 1,025 million and MKSC World Dot Com Co., Ltd. (“MKSC”) net amount of Baht 313 million.

5.3 Intangible assets 5.3.1 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 2008 net book value was Baht 2,482 million.

5.3.2 Copyright and Leasehold right 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 2008 net book value was Baht 22 million.

Leasehold right represent the consideration paid by a subsidiary to building rental. At 31 December 2008 net book value was Baht 67 million.

5.3.3 Customer list Customer list represents the fair value of mobile subscribers list arising from the acquisition in BITCO. At 31 December 2008 net book value was Baht 60 million.

Part II

TRUETH: Operating Assets

5-2

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

5.3.4 Film and program rights Film and program right represent the rights acquired and obligation incurred under license agreements the subsidiary, the cost of each program and the program material are accepted and it is available for the first showing. At 31 December 2008 net book value was Baht 330 million. (Include right in 1 year) 5.3.5 Game Licence Game Licence represents the consideration paid by a subsidiary to the right online game. At 31 December 2008 net book value was Baht 87 million.

5.3.6 The right to operate NON-POTS and to hang dropwire The right to operate NON-POTS services represents fair value of TOTâ&#x20AC;&#x2122;s interest in the nationwide NON-POTS concession of which a subsidiary issued share in exchange. At 31 December 2008 net book value was Baht 287 million.

5.3.7 Minimum payments of agreements for operation Minimum payments of agreements for operation represent the present value of minimum pay under agreement for operation. At 31 December 2008 net book value was Baht 500 million.

Part II

TRUETH: Operating Assets

5-3

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

6. FUTURE PROJECTS The Company disclosed this matter under item 12.4 “Management’s Discussion and Analysis” (as advised by the SEC)

Part II

TRUETI: Future Projects

6-1

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

7. LEGAL DISPUTES These are the summaries of the important pending litigation or claims whether by or against True Corporation Public Company Limited (“True”) and its subsidiaries as of 31 December 2008.

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

(2)

Dispute in relation to 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. However, TOT filed a motion in the Central Administrative Court on 14 July 2005 for an order to withdraw the arbitral award. On 10 October 2005, the Company submitted the statement of objection to TOT’s motion in the Central Administrative Court. On 18 January 2006 the Company submitted a request to enforce the payment according to the arbitral award with the Central Administrative Court. TOT subsequently filed the motion against the Arbitration’s ruling with Central Administrative Court. On 29 February 2008, the Central Administrative Court dismissed TOT’s motion and stand for Arbitration’s ruling. On 24 March 2008, TOT filed an appeal with the Central Administrative Court. On 18 April 2008, the court rule that TOT’s appealing is illegal and object the appealing. On 21 May 2008, TOT appealed such rule to the Supreme Administration Court. At this stage, the Supreme Administration Court is making the decision whether it would order the Central Administrative Court to receive TOT’s appeal for consideration.

The ultimate outcomes of the aforementioned lawsuits are presently unable to be determined, and accordingly, no recognition of revenues has been made in the financial statements.

2. Litigation case filed by TOT against the Company Dispute in relation to the use of True’s logo on public payphone booths.

On 23 July 2004, TOT filed an arbitration claim against the Company alleging that the Company failed to comply with TOT’s requirements for the public payphone booths.

TOT claimed damages for the use of the Company’s logo on the public payphone booths amounting to Baht 433.85 million. On 30 November 2005, the Company submitted the statement of objection. On 12 July 2006, the Arbitration Panel awarded in TOT’s favour.

Part II

TRUETJ: Legal Disputes

7-1

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

On 6 November 2006, the Company filed a lawsuit in order to withdraw the arbitral award at the Central Administrative Court. On 27 February 2008, TOT filed a motion to the Central Administrative Court to enforcing according to the Arbitration’s award and claim for payment of Baht 150.00 million and Baht 90.00 per month per payphone booth from the day of filing until the Company cease using True’s logo on public phone boots of TOT. The Central Administrative Court ordered to combine the case which the Company requested to repeal the execution of Arbitration’s ruling. The Central Administrative Court has fixed the date of 26 December 2008 as final pursuance of factfinding. The case is currently in the judicial process of the Central Administrative Court.

The ultimate outcomes of the aforementioned lawsuits are presently unable to be determined, and accordingly, no provision for possible liability has been made in the financial statements.

Arbitration disputes outstanding at the Thai Arbitration Institute 1. Arbitration cases filed by the Company against TOT (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 Agreement. The Company claimed damages in the amount of Baht 5,000.00 million for failure to obtain the actual number of international incoming calls, and damages of Baht 3,407.68 million for the incorrect calculation. Both amounts are entitle to bear interest.

(2) Dispute in relation to the Agreement Article 38.

On 15 May 2006, the Company filed an arbitration claim against TOT asking TOT to discontinue using its authority over the Agreement as well as to discontinue using its authority over the contract from the date its status changed. The authority to regulate shall be transferred to the Ministry of Transport or the Ministry of Information and Communication Technology. This case has no monetary claim amount. TOT submitted the objection statement on 17 June 2006. On 8 November 2006, the Company filed an arbitration claim against the authorisation limits of TOT on the Agreement Article 38. as a separate case.

(3) Dispute in relation to revenue sharing collected from international call.

On 25 December 2007, the Company filed an arbitration claim against TOT Baht 1,968.70 million in respect of revenue sharing collected from international calls whereby TOT failed to deliver to the Company on a tariff stipulated in the agreement. The following are requested of the arbitrator to adjudicate on: 1. Requesting TOT to comply with the Agreement in respect of revenue sharing collected from international call and make payment according to the conditions stipulated in the Agreement.

2. Requesting TOT to pay damages amounting to Baht 1,968.70 million.

3. Requesting TOT to apply the rate in calculation of revenue sharing both in-coming and out-going call base on the rate of Baht 6 per minute as stipulated in the Agreement as from September 2007 and onwards.

4. Requesting TOT to pay related interest at the rate stipulated in the Agreement Article 21 (MLR+1) or 7.86% per annum calculated from the amount unpaid from the date of submitting the arbitration claim until full payment has been made.

Part II

TRUETJ: Legal Disputes

7-2

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

On 29 April 2008, TOT submitted a statement of objection. The case is currently within the arbitration process.

2. Arbitration cases filed by TOT against the Company (1) Dispute in relation to the use of True’s name and logo on invoices, tax invoices and receipts.

On 13 December 2004, TOT filed an arbitration claim against the Company, claiming advertisement compensation for the unauthorised publication of True’s name and logo on TOT’s invoices, tax invoices and receipts to customers at the rate of Baht 4 per invoice, tax invoice and receipt from August 2001 until August 2004 for the total of Baht 785.64 million plus interest. However, on 11 March 2005, TOT claimed other damages amounting to Baht 106.80 million and Baht 1,030.50 million for changing of the invoices pattern to A4 size. The Company submitted a statement of objection on 25 November 2005.

(2) 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 a statement of objection on 19 September 2005.

(3) Dispute in relation to TA 1234 campaign.

On 30 June 2005, TOT filed an arbitration claim alleging that it suffered damage 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 for 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 Agreement.

(4) Dispute in relation to high speed internet (ADSL) service.

On 28 October 2005, TOT filed an arbitration claim against the Company, claiming that the Company was in breach of the wireline Agreement by allowing other parties to provide high speed internet service (ADSL). TOT claimed the compensation 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.

(5) Dispute in relation to revenue sharing under the Agreement.

On 22 January 2008, TOT filed arbitration against the Company claimed for un-eligible revenue sharing paid to the Company amounting to Baht 1,479.62 million plus interest. The Company filed a protest on 18 April 2008. The case is currently under the process of Arbitration.

All these pending cases at Thai Arbitration Institute were proposed to be conciliated by the Arbitrator Office. However, on 24 September 2007, both parties agreed to cease the reconciliation and bring such cases into the arbitration further process.

The ultimate outcomes of the aforementioned arbitration are presently unable to be determined, and accordingly, no recognition of revenue and provision for possible liability has been made in the financial statements.

Part II

TRUETJ: Legal Disputes

7-3

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Other Disputes 1. Assessment from Excise Department On 21 July 2006, the Company was informed by the Excise Department regarding claims for penalties and surcharge on delay of payments for excise tax from January 2005 to March 2005 amounting to Baht 185.87 million. On 21 August 2006, the Company filed for alleviation of this administrative order. Subsequently, on 1 September 2006, the Company filed an objection against this administrative order. On 30 April 2007, the Director General of Excise Department ruled to reject Company’s objection. On 2 May 2007, the Company filed an appeal with Excise Tax Appeal Committee requesting repeal of the ruling of the Director General of the Excise Department. On 19 September 2008, the Excise Tax Appeal Committee dismissed the Company’s appeal and ordered the Company to pay the excise tax according to the decision of excise tax assessment for the amount of Baht 185.87 million. On 22 January 2009, the Company filed against ruling of Excise Tax Appeal Committee with the Central Tax Court. Currently, the case is under the court process.

2. Excise Tax Refund On 8 May 2008, the Company filed against the Excise Department with the Central Tax Court claimed for excise tax submitted with no statutory duty from tax month of January 2005 to tax month of December 2005 totaling of Baht 372.02 million and the Excise Department denied to refund. On 29 October 2008, the Central Tax Court ruled that the Excise Tax Department, the defendant does not deem to refund the claimed excise tax including interest and dismissed the case. The Company is currently to appeal with the Supreme Court.

3. 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 ultimate outcomes of the aforementioned cases are presently unable to be determined, and accordingly, no recognition of revenue for contingent asset or provision for possible liability has been made in the financial statements.

Litigations and arbitration disputes of subsidiaries 1. In March 2005, a distribution agency of True Visions Public Company Limited has been appointed by several subsidiaries whose contract had been terminated, filed a civil lawsuit claiming damages up to maximum of Baht 300.00 million from True Visions Public Company Limited, based on alleged breach of the Commercial Dwelling Unit (“CMDU”) subscription agreements. Subsequently, on 26 May 2008, the Civil Court ruled in favour of subsidiary and ordered the plaintiff to pay Baht 1.66 million plus interest at 7.5% per annum from the dated of counterclaim until completion of payment. Currently, the case is under appealing by the plaintiff.

Part II

TRUETJ: Legal Disputes

7-4

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

2. On 23 August 2006, CAT filed a lawsuit against a subsidiary, True Move Co., Ltd., at the Central Administrative Court to claim for space and antenna rental amounting to Baht 12.48 million. On 21 January 2009, the Court dismissed the case and ruled that the subsidiary does not deem to pay such claim to CAT. However, CAT remains the right to appeal within 30 days. The lawsuit is currently in the judicial process of the Central Administrative Court.

3. On 13 October 2006, CAT filed an arbitration claim against a subsidiary, True Move Co., Ltd., to claim for a numbering fee amounting to Baht 113.58 million. Subsequently, on 15 August 2008, the Arbitration ruled in favour of CAT by ordering the subsidiary to pay Baht 99.60 million (excluded interest at 7.5% per annum). The subsidiary acknowledged on 24 August 2008. The subsidiary currently files the protest with the Central Administrative Court. The case is currently under the court process.

4. On 1 December 2006, 9 civil cases were filed by a group of persons (at Mahasarakham provincial court) against a subsidiary, True Move Co., Ltd., in the claiming damages from fire amounting to Baht 44.37 million. The group alleges that True Moveâ&#x20AC;&#x2122;s stanchion acts as lightning rod that caused a fire incident after a thunderclap. However, on 9 September 2007, most of the cases were withdrawn. There is only one case outstanding, and the amount of damages claimed is Baht 7.00 million. This case is under the court process.

5. On 9 August 2007, CAT notified four banks which issued the letters of guarantee to a subsidiary, True Move Co., Ltd., claiming that the subsidiary was not performed according to the agreement and requested of Baht 370.00 million from the banks.

These cases are related to the cases that CAT bought to the Arbitration Institute and the cases are still pending at the arbitration panel. On 29 August 2007, the subsidiary filed the motions to the Civil Court and Central Administrative Court requested for injunctive relief to prevent CAT from claiming bank guarantees and to prohibit the four banks to pay for until the arbitration award are issued. The Courts ruled in favour of the subsidiary. On 27 September 2007, the subsidiary submitted a claim against CAT through the Arbitration Institute and the case is currently under consideration of the Arbitration Office.

6. On 9 January 2008, CAT filed for arbitration against the subsidiary, True Move Co., Ltd., claiming for shortcomings revenue sharing from the subsidiary including penalties and interest at the total amount of Baht 8,969.08 million. The case is currently under the arbitration process.

7. On 19 February 2008, CAT filed an arbitration against a subsidiary, True Move Co., Ltd., claimed for additional revenue sharing for the sixth to the eighth year amount of Baht 45.95 million. The case is currently under the process of Arbitration.

8. On 6 August 2008, CAT filed an arbitration against a subsidiary, True Move Co., Ltd., claimed for an access charges which the subsidiary deducted from revenue sharing for the seventh to the eleventh year (discount for access charges Baht 22 per number) amounting to Baht 689.84 million. The case is currently under the process of Arbitration.

Part II

TRUETJ: Legal Disputes

7-5

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

9. On 29 January 2009, CAT filed an arbitration dispute against a subsidiary, True Move Co., Ltd., claiming for delivering and transferring the ownership of 1,565 units of antenna and its accessories to CAT. In the case that the subsidiary, in any event, fail to perform the said delivery and transfer, the subsidiary must reimburse CAT for the total amount of Baht 2,713,000,000 plus applicable tax. The case is currently under the process of Arbitration.

10. It appears on the news that one of subsidiary, known as True Move Co., Ltd., is listed as one of 131 defendants (which also includes Advanced Info Service PLC (AIS) and Total Access Communication PLC (DTAC)) in patent infringement suit filed by Technology Patents LLC in the District Court for the District of Maryland on November 2007.

However, the case has been dismissed as the court does not have the jurisdiction over the case The ultimate outcome of the aforementioned issues cannot presently be determined, and accordingly, no provision for possible liability has been made in the financial statements.

Agreement for operation of subsidiary In May 2007, the Council of State issued an opinion stating that the cellular telephone services under the agreement for operation of a subsidiary, known as True Move Co., Ltd., with CAT may require the Thai Cabinet’s approval, pursuant to the Act on Private Sector Participation in State Undertaking, In the case that CAT did not obtain the approval, it would cause the subsidiary to be subject to less favourable conditions. The Group’s legal counsellor opined that according to the law, the Council of State’s opinion is not legally binding on the subsidiary. Therefore the subsidiary can carry on its business under the agreement for operation.

Access charges The Group has outstanding cases in respect of access charges which is in the process of considerations and cannot presently be determined the outcome are as follows: 1. The Company’s access charges On 21 August 2002, the Company filed an arbitration claim regarding a dispute arising from the wireline Agreement between the Company and TOT. The terms of the wireline Agreement provided that the Company is entitled to additional considerations from TOT if TOT provides or allows any third parties to provide “special services” over the network. TOT allowed CAT and other mobile telecommunications service providers to use this network for mobile telecommunications services and obtained access charges from CAT and the other mobile telecommunications service providers. However, TOT disagreed that the use of the Company’s wireline network for mobile telecommunications services was a “special service” and therefore refused to provide the Company with the additional considerations. The Company claimed for its portion of revenue sharing regarding access charges received by TOT starting from October 1992 to June 2003 amounting to Baht 25,419.40 million. On 21 February 2006, the Arbitration delivered to the Company rulings of the arbitration dated 17 January 2006. The arbitral rulings are as follows:

Part II

TRUETJ: Legal Disputes

7-6

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 other parties to provide special services on the Company’s network.

2)

With respect to benefits from the beginning until 22 August 2002, TOT must pay the Company the sum of Baht 9,175.82 million plus interest at the rate of 7.5% per annum from 22 August 2002. The payment must be made within 60 days from the receipt of the arbitral award.

3)

As from 23 August 2002, TOT must pay to the Company 50% of the benefit derived

by TOT from the portion accessing to the Company’s network.

The Company has been taking steps to enforce the payment.

On 20 April 2006, TOT filed a motion with the Central Administrative Court requesting an order to withdraw the arbitral award. Subsequently on 19 September 2006, the Company submitted a statement of objection to the Central Administrative Court, and the Court accepted the Company’s statement of objection for consideration on 28 September 2006. On 8 May 2008, the Company as the petitioner requested the Central Administrative Court for the execution of the Arbitration’s ruling. The court ordered to combine the case which TOT requested to repeal the execution for Arbitration’s ruling.

The case is currently in the judicial process of the Central Administrative Court.

2. A subsidiary’s access charges On 5 October 2006, True Move Co., Ltd., a subsidiary issued a letter to TOT requesting it to enter into negotiation regarding the interconnection agreement (“IC”) between its network and TOT’s network. On 17 November 2006, the subsidiary issued a written notification informing TOT and CAT that it will cease payment of access charge under the Access Charge Agreement on the basis that the rate and the collection of access charge under the Access Charge Agreement were contrary to the law in a number of respects. The subsidiary also requested TOT to enter into the interconnection charge agreement to be in compliance with the law or temporarily apply the provisional rate announced by the NTC while the negotiations on the interconnection agreement with TOT has not been concluded.

However, on 23 November 2006, TOT issued a letter informing the subsidiary that the subsidiary was not entitled to interconnect its network with the TOT network because the subsidiary 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 the collection of access charge under the Access Charge Agreement continuously prevail.

Pertaining to the NTC’s announcement regarding the dispute resolution in respect of uses and interconnection of telecommunication network (IC), the subsidiary has brought the dispute to the Dispute Resolution Committee (“DRC”) on 29 June 2007, requesting TOT to enter into the contract in relation to interconnection (IC). The DRC considered this and NTC deemed that the subsidiary is entitled to negotiate with TOT regarding the interconnection contract (IC) on 21 November 2007 and 28 November 2007, respectively. Subsequently, TOT agreed to enter into the interconnection charge agreement (IC) with the subsidiary on the condition that specific only the numbers allocated by NTC. On 23 June 2008, the subsidiary notified to agree with TOT’s offering.

Part II

TRUETJ: Legal Disputes

7-7

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

For the old numbers, the subsidiary will carry on the case an depend on judgment of the Civil Court.

On 16 November 2007, TOT filed a lawsuit against the subsidiary with the Civil Court, claiming violation of the access charges contract (agreement) and requested for access charges payment amounting to Baht 4,508.10 million with related interest and value added tax. The lawsuit is currently in the judicial process of the Civil Court.

If the subsidiary has to pay such access charges, the subsidiary would record additional expense and be liable to accrue additional access charges for the period from 18 November 2006 to 31 December 2006 and for the period from 1 January 2007 to 31 December 2007 and for the period from 1 January 2008 to 31 December 2008, and the subsidiary would consequently record additional expenses of Baht 455.61 million, Baht 4,271.69 million and Baht 4,416.79 million, respectively. Nevertheless, the net effect to the statement of income for this regard, net of revenue sharing to CAT, would be Baht 204.25 million, Baht 3,283.96 million and Baht 3,339.11 million, respectively. The management and its external lawyer have opined that the subsidiary would not be liable to pay the said access charges.

The ultimate outcomes of the aforementioned cases are presently unable to be determined, and accordingly, no recognition of revenue and provision for possible liability has been made in the financial statements.

Part II

TRUETJ: Legal Disputes

7-8

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

8. CAPITAL STRUCTURE 8.1

Company’s Securities (a)

Authorized Capital

st

As at 31 December 2007, the Company’s authorized capital is Baht 60,443,878,210 consisting of 5,345,052,050 ordinary shares with a par value of Baht 10 per share and 699,335,771 preference shares with a par value of Baht 10 per share. The Company’s paid-up capital is Baht 45,031,791,550 comprising of 3,803,843,384 ordinary shares with a par value of Baht 10 per share and 699,335,771 preference shares with a par value of Baht 10 per share.

In the Year 2008, the Company reduced and increased its authorized capital in the amount of Baht 7,411,220,710 and Baht 100,299,412,830 respectively. In addition, the shareholders had exercised their right to purchase shares from KfW. In the amount of 1,789 shares, and the Company had already completed the registration of conversion of preference shares into ordinary shares.

In this regard, as at 31st December 2008, the Company’s authorized capital is Baht 153,332,070,330 consisting of 14,633,873,051 ordinary shares with a par value of Baht 10 per share and 699,333,982 preference shares with a par value of Baht 10 per share. The Company’s paid-up capital is Baht 45,031,791,550 comprising of 3,803,845,173 ordinary shares with a par value of Baht 10 per share and 699,333,982 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 million 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 30th March 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.

Part II

TRUETK: Capital Structure

8

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1

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

After the Preferred Shareholders have received the foregoing dividends in full, any remaining profits shall be divided in equal amount per share and paid to the Preferred Shareholders and the ordinary shareholders.

(3)

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

If there remains proceed of liquidation of the assets of the Company, they shall be divided and paid to the holders of the ordinary shares.

And if there still remains proceeds of liquidation of the assets of the Company, they shall be divided and paid in equal amount to the holders of the preferred shares and the holders of the ordinary shares.

2.

(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 1 (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 last scheduled exercise of the Purchase Rights is on 31st March 2008. 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. The Purchase Rights had already expired on 31st March 2008.

Following the establishment of Thai Trust Fund investing in the shares of True Corporation Public Company Limited Project (“Thai Trust Fund”), Thai Trust Fund had a maturity of 8 years and 3 months, and expired on 30 June 2008. The Annual General Meeting of the Shareholders for the Year 2008, held on 29 April 2008 passed a resolution to approve the extension of the term of the Thai Trust Fund Project for Foreign Investors investing in the Company’s shares for another 8 years and 3 months from the expiry date in order to maintain the proportion of the foreign shareholders in the Company.

Part II

TRUETK: Capital Structure

8

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2

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

As at 8th January 2009, the Company have 699.33 million preferred shares, 357.99 million preferred shares is held by Thai Trust Fund (held shares for KfW) and 341.34 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.

As at 8th January 2009, Thai NVDR Company Limited invested in a Company’s ordinary shares in the amount of 448.15 million shares, which represents 9.95 of the total shares to be issued and paid-up capital of the 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

Part II

Employee Employee Employee Employee Employee Employee

Stock Stock Stock Stock Stock Stock

Option Option Option Option Option Option

Plan Plan Plan Plan Plan Plan

TRUETK: Capital Structure

Year Year Year Year Year Year

2007 2006 2005 2004 2003 2000

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

2007”) 2006”) 2005”) 2004”) 2003”) 2000”)

8

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3

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

DETAILS OF EMPLOYEE STOCK OPTION PLAN 1) Employee Stock Option Plan 2007 The Annual General Meeting of the Shareholders for the Year 2007 held on 24th April 2007 and the Extraordinary General Meeting of the Shareholders No. 1/2550 held on 16th July 2007 approved the issuance and offering of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level of the Company and/or its subsidiaries (“ESOP 2007 Project”). Summary details are as follows: Number of Warrants Issued and Outstanding

:

38,000,000 units

Date of Issuance

:

15th May 2008

Maturity

:

5 years from the issuance date

Date of Expiry

:

14th May 2013

Exercise Period

:

Each Warrant Holder received 3 separate warrant certificates.

Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing for ordinary shares as follow:

Exercise Price and Ratio

Part II

:

The 1st Certificate:

Warrant Holders can start exercising from the last business day of May 2008 until its expiration.

The 2nd Certificate:

Warrant Holders can start exercising from the last business day of February 2009 until its expiration.

The 3rd Certificate:

Warrant Holders can start exercising from the last business day of February 2010 until its expiration.

One unit of warrants entitles purchase of one ordinary share at Baht 7.00

TRUETK: Capital Structure

8

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4

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

2) Employee Stock Option Plan 2006 The Annual General Meeting of the Shareholders of the Company for the Year 2006 held on 11th April 2006 approved the issuance and offering of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level of the Company and/or its subsidiaries (“ESOP 2006 Project”). 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

:

Each Warrant Holder received 3 separate warrant certificates.

Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing for ordinary shares as follow:

Exercise Price and Ratio

Part II

:

The 1st Certificate:

Warrant Holders can start exercising from the last business day of April 2007 until its expiration.

The 2nd Certificate:

Warrant Holders can start exercising from the last business day of April 2008 until its expiration.

The 3rd Certificate:

Warrant Holders can start exercising from the last business day of April 2009 until its expiration.

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

TRUETK: Capital Structure

8

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5

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

3) Employee Stock Option Plan 2005 The Extraordinary General Meeting of the Shareholders No. 1/2548 held on 15th July 2005 approved the issuance and offering of non-transferable warrants to purchase the Companyâ&#x20AC;&#x2122;s ordinary shares to the directors and employees at executive level of the Company and/or its subsidiaries ("ESOP 2005 Project"). 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

: Each Warrant Holder received 3 separate warrant certificates.

Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing for ordinary shares as follows:

Exercise Price and Ratio

Part II

The 1st Certificate:

Warrant Holders can start exercising from the last business day of May 2006 until its expiration.

The 2nd Certificate:

Warrant Holders can start exercising from the last business day of May 2007 until its expiration.

The 3rd Certificate:

Warrant Holders can start exercising from the last business day of May 2008 until its expiration.

: One unit of warrant entitles purchase of one ordinary share at Baht 9.73

TRUETK: Capital Structure

8

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6

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

4) Employee Stock Option Plan 2004 The Extraordinary General Meeting of the Shareholders No. 2/2547 held on 10th June 2004 approved the issuance and offering of non-transferable warrants to purchase the Company’s ordinary shares to certain directors and employees at executive level not exceeding 35 persons (“ESOP 2004 Project”). 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

: Each Warrant Holder received 3 separate warrant certificates.

Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing for ordinary shares as follows:

Exercise Price and Ratio

Part II

The 1st Certificate:

Warrant Holders can start exercising from 7th February 2006 until its expiration.

The 2nd Certificate:

Warrant Holders can start exercising from 7th February 2007 until its expiration.

The 3rd Certificate:

Warrant Holders can start exercising from 7th February 2008 until its expiration.

: One unit of warrant entitles purchase of one ordinary share at Baht 11.20

TRUETK: Capital Structure

8

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7

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

5) Employee Stock Option Plan 2003 Equity warrants under the ESOP 2003 Project, has total outstanding Warrants of 11,180,788 units. One unit of warrant entitles purchase of one Company’s ordinary share at the exercise price of Baht 5.20 per share. The said warrants lapsed on 16th June 2008.

6) Employee Stock Option Plan 2000 The Annual General Meeting of the Shareholders for the year 2000 held on 27th April 2000 approved the issuance and offering of non-transferable warrants to purchase the Company’s ordinary shares to certain directors and employees at executive level not exceeding 35 persons (“ESOP 2000 Project”). Summary details are as follows: Number of Warrants

:

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:

Issued and Outstanding

Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the total amount of warrants allotted and is exercisable for subscribing for 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 total amount of warrants allotted and is exercisable for subscribing for ordinary shares starting from 31st December 2000, 2001 and 2002 respectively.

Exercise Price and Ratio

:

One unit of warrant entitles purchase of one ordinary share at Baht 10.60

Part II

TRUETK: Capital Structure

8

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8

True Corporation Public Company Limited

(e)

Annual Registration Statements (Report Form 56-1)

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.

2.

During the first three years from the date of KfW's subscription of the shares in the Company and so long as KfW holds shares in the Company, directly or indirectly, at least 5% of the paid-up shares, the parties to the Shareholders Agreement will vote against each of the following actions unless KfW agrees to such action: (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).

3.

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

4.

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.

5.

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

6.

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

7.

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

Part II

TRUETK: Capital Structure

8

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9

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 699.33 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 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.

Equity Warrants under the ESOP 2003 Project, has total outstanding warrants of 11,180,788 units. The said warrants lapsed on 16th June 2008.

4. 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 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) 5. 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.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

6. 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.

7. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2007) The Annual General Meeting of the Shareholders of the Company for the Year 2007 held on 24th April 2007 and the Extraordinary General Meeting of the Shareholders No. 1/2550 held on 16th July 2007 has resolved to approved the issuance and the offer of nontransferable warrants to certain Directors and Employees at executive level in the total of 38,000,000 units (“ESOP 2007”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 38,000,000 new ordinary shares to be reserved for exercise of the warrants right according to such plan.

8. For offering to the existing shareholders The Extraordinary General Meeting of the Shareholders No. 1/2551 of the Company held on 19th December 2008 passed a resolution to allot 10,000,000,000 new ordinary shares for offering, from time to time, either in whole or in part, made in one or several tranches, to the existing shareholders in proportion to their respective shareholdings and in case there are shares remaining from offering to the existing shareholders as aforesaid, the remaining shares will be re-alloted to the existing shareholders in proportion to their respective shareholdings.

The Company had offered the aforesaid shares during 2nd - 6th February 2009 and the number of total shares subscribed is 3,272,563,248 shares Consequently, there are 6,727,436,752 shares remaining from the first offering which can be re-allotted to the existing shareholders in proportion to their respective shareholders according to the resolution of the Extraordinary General Meeting of the Shareholders No. 1/2551 as aforesaid.

9. For offering to IFC The Annual General Meeting of the Shareholders of the Company for the Year 2008 held on 29th April 2008 (which is made in order to replace the past resolution of the Annual General Meeting of the Shareholders of the Company for the Year 2007) passed a resolution to allot 29,941,283 shares for offering to the International Finance Corporation (“IFC”) pursuant to the agreement between the Company and IFC which is a financial institution providing a partial guarantee to the Company’s debentures under the C Loan Agreement.

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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 18th March 2009) NAME

No. of Shares (Million Shares)

3

1.

CP Group

2.

STATE STREET BANK AND TRUST COMPANY FOR LONDON 4

3.

THAI NVDR COMPANY LIMITED

4.

THAI TRUST FUND

5

6

5.

KREDITANSTALT FÜR WIEDERAUFBAU (“KfW”)

6.

C.A.P. UNIVERSAL COMPANY LIMITED

7

4

% of Total Issued Shares 2

4,525.85

58.20

679.90

8.74

410.98

5.29

357.99

4.60

341.34

4.39

105.00

1.35

68.30

0.88

7.

CLEARSTREAM NOMINEES LTD

8.

N.C.B. TRUST LIMITED-GENERAL UK RESIDENT-TREATY A/C CLIENT 4

50.61

0.65

9.

GOVERNMENT OF SINGAPORE INVESTMENT CORPORATION C 8

41.37

0.53

10.

THAILAND EQUITY FUND 9

36.80

0.47

1 2 3

4 5

6

7 8 9

There is no cross-shareholding between the Company and its major shareholders.

Including common shares and preferred shares.

Consisting of 1) Charoen Pokphand Group Company Limited (“CPG”) 2) Bangkok Telecom Holding Company Limited (99.99% held by CPG) 3) Bangkok Produce Merchandising Public Company Limited (99.44% held by Charoen Pokphand Foods Public Company Limited (“CPF”)) 4) Bangkok Agro-Industrial Products Public Company Limited (99.90% held by CPF) 5) Charoen Pokphand Northeastern Public Company Limited (99.61% held by CPF) 6) Kasetphand Industry Company Limited (99.99% held by CPG) 7) Charoen Pokphand IN-EX Company Limited (99.99% held by CPG) 8) Unique Network Company Limited (41.06% held by Thana Holding Company Limited and 58.94% held by Art Telecom Service Company Limited) 9) Wide Broad Cast Company Limited (58.55% held by Thana Holding Company Limited and 41.45% held by Telecommunication Network Company Limited) 10) C.P. Interfood (Thailand) Company Limited (99.99% held by CPG) 11) Star Marketing Company Limited (99.99% held by CPG) 12) Advance Pharma Company Limited (99.99% held by CPG) and 13) 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) The company is registered in England and invests in the SET without disclosing that the investment is neither for itself nor for others. True has no authority to request that company for the afore-mentioned disclosure.

A subsidiary wholly owned by the SET. The NVDR is a security as specified by the SET and is automatically regarded as a listed security on the SET. By investing in NVDRs, the investor will receive all financial benefits, as if they invest in a company’s ordinary shares. The only difference between investing in the NVDR and the company’s ordinary shares is that NVDR holders have no rights to vote.

Thai Trust Fund is managed by the Thai Trust Fund Management Co., Ltd. and 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 18th March 2009, Thai Trust Fund held shares for KfW 4.60 percent of the Company’s paid-up capital.

A financial institution for development, 100% of its share is held by the government of the Federal Republic of Germany.

The company is registered in Singapore and invests 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.

Closed-end Fund, established by the MFC Asset Management Public Company Limited. It invests 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.

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True Corporation Public Company Limited

8.3

Annual Registration Statements (Report Form 56-1)

Dividend Policy

The Company has not paid or declared any dividends on its issued shares since operations began. 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 major shareholders have entered into a shareholders’ agreement under which they have agreed for the Company to declare an annual dividend equal to at least 50% of its net profits from the Company’s Financial Statement for that year, after statutory reserves and subject to availability of cash, according to the regulations indicated in related laws and its credit facilities. The Company can pay dividends to holders of its ordinary shares after making dividend payments to its preferred shareholders.

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 31st December 2008, the total liabilities of the Company and its subsidiaries according to the consolidated financial statements is Baht 110,681 million. The details are as follows: (Unit:million Baht) Liabilities of the Company on consolidated basis Amount

Current liabilities Short-term borrowings Trade account payable Current portion of long-term borrowings Unearned income Accrued expenses Income tax payable Other current liabilities Total current liabilities

2,130 7,772 9,871 2,669 7,659 507 3,007 33,615

Non-current liabilities Long-term borrowings Deferred income tax liabilities Long-term trade account payable Liabilities under agreements for operation Other non-current liabilities Total non-current liabilities Total liabilities

70,646 1,001 360 2,504 2,555 77,066 110,681

As of 31st December 2008, the total long-term 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 80,517 million. This consisted of the borrowings and long-term trade account payable that were denominated in Baht currency of Baht 35,512 million; denominated in US Dollar currency of Baht 40,614 million (or USD 1,158 million); denominated in Yen currency of Baht 4,391 million (or Yen 11,264 million);.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Since the debt restructuring on 22nd December 1999 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 28th June 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 31st July 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

As of 15th October 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 17th October 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 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.

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14

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

February 2003

As of 18th 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 25th 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 approximately Baht 1,787 million

June 2007

As of 6th June 2007, the Company issued 3 tranches of Baht debentures i.e., 1st series due in 2009 in the amount of Baht 1,000 million, 2nd series due in 2011 in the amount of Baht 2,000 million; and 3rd series due in 2012 in the amount of Baht 1,000 million. The Company used the proceeds received from the debentures to prepay all remaining principal amount of the Secured Debentrue with periodic Payments No.1/2545, and certain portion of Baht loan.

July 2007

The company fully prepaid the Secured Debenture with periodic Payments No.1/2545 approximately Baht 3,603 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 68.20% at the end of 2000 to 55.89% as of 31st December 2008.

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15

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Details of Security Documents, the Debenture Collateral Documents and types of Security Names of Agreements** 1. Assignment of Project Agreement*** 2. Assignment of Relevant Revenue Sharing*** 3. Conditional Assignment of the Concession*** 4. Assignment of Bonds 5. Assignment of Insurances**** 6. Assignment of PCT Insurances 7. Joint Assignment of Insurances 8. Conditional Assignment of the PCT Contract 9. Mitsui Supply Contract Side Letter 10. Conditional Assignment of Leases 11. Master Pledge Agreement for Pledge of Permitted Investments 12. Pledge of the Right to Receive Deposits 13. PCT Account Pledge Agreement 14. PCT Retention Account Pledge Agreement 15. Conditional Assignment of Bank Accounts 16. Conditional Assignment of the PCT Bank Account 17. Conditional Assignment of the PCT Retention Account 18. Conditional Assignment of Supply Contracts 19. Pledge described in paragraphs (vi) and (vii) and (viii) of the definition of Permitted Security Interests 20. Special Proceeds Account Pledge Agreement 21. Conditional Assignment of the Special Proceeds Account 22. Fixed or floating charge to be entered into pursuant to Clause 4.1.13 of the Common Terms Agreement 23. Conditional Assignment of Debenture Payment Account*** 24. Pledge of Right to Receive Deposit in Debenture Payment Account*** 25. Letter of Guarantee***

Types of Security assignment assignment assignment assignment assignment assignment assignment assignment assignment assignment pledge pledge pledge pledge assignment assignment assignment assignment pledge pledge assignment encumbrance assignment pledge guarantee

*

The Security is shared among creditors proportionately by outstanding debt of each group of creditors, i.e., (a) debt under each tranche of debentures which are the debenture no. 1/2552; (b) debt under local banks and IFC in the amount of Baht 18,094 million; and (c) debt under each tranche of debentures which are the debenture no. 2/2545, no. 1/2547, no. 1/2550 in the amount of Baht 12,961.92 million, totaling Baht 31,055.52 million (except debenture no. 1/2552 currently in the process issuing and offing). ** Terms used in this Attachment 1 except those in item 23 is defined in the Security Agreement Amendment and Restatement Agreement, all of which are as amended, supplemented or novated from time to time. *** These Security Documents will remain fully operative throughout the duration of the Debentures No. 1/2552. **** The Company commits to perfect Security contemplated in this item pursuant to the terms of Condition 2.3.

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16

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 6 ,591

4 ,010

89 ,906

7 ,000

3 ,431

4 ,729

78 ,710 75 ,051 8 ,205

77 ,187 73 ,634

73 ,379

16 ,239

60 ,000

80 ,517

3 ,369

4 ,391

6 ,664

11 ,581 16 ,091

83 ,236

33 ,636

11 ,376 3 ,153

38 ,584

5 ,624

40 ,614

32 ,253 37 ,657 25 ,242

84 ,190

35 ,134

40 ,000

74 ,651 62 ,453 56 ,379

20 ,000

52 ,839 41 ,283

38 ,252 32 ,271

35 ,512

32 ,152 23 ,826

\

0 1998

1999

2000

Baht loan

2001

2002

2003

US $ Loan

2004

2005

2006

2007

2008

Yen Loan

Debentures The Extraordinary General Meeting of the Shareholders No. 1/2544 held on 28th June 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 (“TRUE087A”) 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 (This tranche of debenture was fully prepaid in July 2007)

(2)

Partially Guaranteed Early Redeemable Secured Debenture with Periodic Payments No. 2/2545, Due 2011 (“TRUE112A”) 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 (“TRUE070A”) 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 (This debenture settlement at maturity date in October 2007)

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17

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

The Extraordinary General Meeting of the Shareholders No. 1/2547 held on 16th January 2004 has approved the issuance and offer to sell various types of debentures. The principal amount of debentures will not exceed Baht 15,000 million. Therefore, the Company offered the Thai Baht Debenture as follows: (1) Secured Debenture with Periodic Payments No. 1/2547, Due 2011 (“TRUE117A”) 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 (2) Short term Debenture Project 1/2549 within 3 years since 19th December 2006 will not exceed Baht 3,000,000,000 (3) Secured Debenture No. 1/2550 series 1, Due 2009 (“TRUE097A”) amount 1,000,000 units valuing in the amount of Baht 1,000,000,000 (One billion Baht) Par value per unit 1,000 Baht (4) Secured Debenture No. 1/2550 series 2, Due 2010 (“TRUE107A”) amount 2,000,000 units valuing in the amount of Baht 2,000,000,000 (Two billion Baht) Par value per unit 1,000 Baht (5) Secured Debenture No. 1/2550 series 3, Due 2012 (“TRUE127A”) amount 1,000,000 units valuing in the amount of Baht 1,000,000,000 (One billion Baht) Par value per unit 1,000 Baht Summary of outstanding long-term debenture as of 31st December 2008 Symbol

Issue Dated Amount as Value as Period Maturity of Issue of 31 Dec of time Date Date 2008 (million) (million)

Interest Rate (per annum)

Offer

Public Offering

TRUE112A

15 Oct 02

6,750.00

6,750.00

8.31

3 Feb 11

TRUE117A

25 Jun 04

2,413.00

2,212.00

7.04

7 Jul 11

Average MLR (BBL, SCB, KTB and KBANK) 6.80%

TRUE097A

06 Jun 07

1,000.00

1,000.00

2.08

7 Jul 09

5.70%

06 Jun 07

2,000.00

2,000.00

3.08

7 Jul 10

6.20%

06 Jun 07

1,000.00

1,000.00

5.08

7 July 12

6.80%

TRUE107A TRUE127A

Total

Credit Rating As at 31 Dec 2008 A*

Public Offering Public Offering Public Offering Public Offering

BBB BBB BBB BBB

13,163.00 12,962.00

Remark: * IFC are guarantor (in part) on principal and interest in total 50% of the amount of debenture.

The Company shall eliminate conflicted shareholder structure of BITCO, a subsidiary of the Company Following the sponsor support fund from Charoen Pokphand Holding Co., Ltd. (“CP”), which is an affiliate of the Company’s major shareholder, to True Move Company Limited (“True Move”) which is the obligation under the Sponsor Support Agreement, with the Lenders of True Move, in the amount of Baht 3,000 million by the subscription of BITCO’s new ordinary shares in the amount of 6,000 million shares on 13 December 2007, CP has offered options for the Company to purchase the said BITCO shares from CP. In order for the Company to gain benefit from holding greater stake to over 90 percent of BITCO shares, which is True Group’s high-valued assets, and to eliminate the shareholding structure which may cause conflicts of interest.

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18

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

The Annual General Meeting of Shareholders (“AGM”) for the Year 2008 held on 29th April 2008 has passed the following resolutions: 1.

Approved the acceptance of the proposal of Charoen Pokphand Holding Co., Ltd. (“CP”) in relation to the purchase of up to 6,000 million shares in BITCO from CP within 180 days from the date CP became the shares owner at 0.53 Baht per share as specified in Clause 1 of CP’s offer. Furthermore, the Board of Directors or the authorized directors of the Company or the person(s) entrusted by the Board of Directors or the authorized directors are authorized to have the power to take any action necessary and incidental to the purchase of BITCO shares in all respects.

2.

Approved the extension request to CP for purchasing shares in BITCO from CP after the 180-day period but no later than 546 days and acceptance of the agreement with CP that CP shall have put option to sell all those shares to the Company after the 546th day onwards as specified in Clause 2 of CP’s offer. Furthermore, the Board of Directors or the authorized directors of the Company or the person(s) entrusted by the Board of Directors or the authorized directors are authorized to have the power to take any action necessary and incidental to the purchase of BITCO shares in all respects.

Summary of CP’s Offer to True in relation to the Options to purchase BITCO shares from CP As Charoen Pokphand Holding Co., Ltd. (“CP”) has subscribed the capital increased shares in BITCO in the amount of 6,000 million shares (the “New Shares”) on 13th December 2007, CP offers the options to True Corporation Public Company Limited (“True”) to purchase the New Shares of BITCO whether in whole or in part. The details are as follows: 1.

True has the option to purchase the New Shares, whether in whole or in part, from CP within the period of 180 days from the date CP becomes the owner of the New Shares (the date BITCO registers its increased paid-up capital for the New Shares with the Ministry of Commerce) at the price of 0.53 Baht per share. In this regard, True is entitled to exercise such option in one or more occasions within such 180-day period by notifying its intention to exercise such option to CP at least 10 business days prior to each date it intends to exercise the option to purchase the New Shares.

2.

If True wishes to have the option to purchase the New Shares, whether in whole or in part, from CP after the above 180-day period but no later than 546 days from the date CP becomes the owner of the New Shares, True must notify such intention to CP in writing prior to the end of the 180-day period from the date CP becomes the owner of the New Shares, provided that True agrees that CP shall have the option to sell all of the New Shares to True and True agrees to buy the New Shares from CP after the 546day period. The purchase prices of the Shares in relation to the options under this Clause 2 shall be as follows: (a)

Baht 0.56 per shares, if True exercises its options to purchase the New Shares during the period from the 180th day to the 365th day;

(b)

Baht 0.59 per shares, if True exercises its options to purchase the New Shares during the period from the 366th day to the 546th day;

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True Corporation Public Company Limited

(c)

Annual Registration Statements (Report Form 56-1)

Baht 0.59 per shares, if CP exercises its options to sell the New Shares to True after the 546th day, whereby CP shall notify True within 10 business days after the 546th day of its intention to exercise the options to sell the New Shares. CP and True shall further agree on the shares transfer date and the payment date of the shares price. In the event that CP fails to notify its intention to sell the New Shares to True within 10 business days after the completion of the 546-day period, it shall be deemed that CP does not wish to exercise its options under this Clause 2 (c).

However, True is entitled to exercise its options to purchase the New Shares under Clause 2 (a) to (b) in one or more occasions at such price and within such period specified above, by notifying its intention to exercise such option to CP at least 10 business days prior to each date it intends to exercise the option to purchase the New Shares.

3.

If True does not notify CP in writing of its intention to exercise the options and undertake to comply with the above conditions within the period specified in Clause 2 above, it shall be deemed that Trueâ&#x20AC;&#x2122;s rights to purchase the Shares from CP in according with Clause 1 no longer exists.

In addition, the AGM has passed the resolutions to approve the issuance and offering of debenture, convertible debenture and capital increase for the fund raising alternatives for purchasing BITCOâ&#x20AC;&#x2122;s shares from CP.

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Online Business

Part II

Brand Management & Marketing Communication

Mobile Business

Corporate Communication & CSR

Pay TV Business

Marketing

Convergence Business

Group Management Committee

TRUETL: Management

Distribution & Sales

Network & Technology

Legal

Information Technology

Finance & Accounting

Customer Management

Human Resources

Group Investment

Marketing & Brand Committee

Finance Committee

Corporate Governance Committee President / Chief Executive Officer

Audit Committee

Board of Directors

True Corporation Public Company Limited

9

-

1

Research & Innovation

Group Internal Audit

Annual Registration Statements (Report Form 56-1)

Compensation & Nominating Committee

9.1 Management Structure

9. MANAGEMENT

True Corporation Public Company Limited

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

B.

The Committees of the Board of Directors: 1) Audit Committee 2) Compensation and Nominating Committee 3) Finance Committee 4) Corporate Governance Committee

C.

The Executive Officers

A. The Board of Directors Pursuant to the Company’s Articles of Association, it is stipulated that the Board of Directors shall consist of not less than 5 directors and 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 2008, the Company’s Board of Directors consists of 18 members as follows: 1)

4 Executive Directors

2)

14 Non-Executive Directors consisting of: -

4 Independent Directors

-

10 Directors from various organizations irrelevant to the Company’s business management, including representatives of the lender group 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.

Independent Director means a director who holds the following qualifications, which are in line with the criteria set by the Capital Market Supervisory Board: (1)

holding shares not exceeding one per cent of the total number of voting rights of True, its parent company, subsidiary, affiliate, principal shareholder or controlling person of True, including the shares held by related persons of the independent director;

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2

True Corporation Public Company Limited

(2)

Annual Registration Statements (Report Form 56-1)

neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of True, its parent company, subsidiary, affiliate, same-level subsidiary, principal shareholder or controlling person of True unless the foregoing status has ended not less than two years prior to the date of appointment;

(3)

not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of True or its subsidiary;

(4)

not having a business relationship with True, its parent company, subsidiary, affiliate, major shareholder or controlling person of True, in the manner which may interfere with his or her independent judgement, and neither being nor having been a principal shareholder or controlling person of any person having business relationship with True, its parent company, subsidiary, affiliate, major shareholder or controlling person of True unless the foregoing relationship has ended not less than two years prior to the date of appointment.

The term â&#x20AC;&#x2DC;business relationshipâ&#x20AC;&#x2122; aforementioned under paragraph one includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in True or its counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of True or twenty million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of the Capital Market Supervisory Board concerning rules on connected transactions

mutatis mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of one year prior to the date on which the business relationship with the person commences; (5)

neither being nor having been an auditor of True, its parent company, subsidiary, affiliate, major shareholder or controlling person of True, and not being a principal shareholder or controlling person, or partner of an audit firm which employs auditors of True, its parent company, subsidiary, affiliate, major shareholders or controlling person of True unless the foregoing relationship has ended not less than two years from the date of appointment;

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3

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

(6)

neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million Baht from True, its parent company, subsidiary, affiliate, major shareholders or controlling person of True, and neither being nor having been a principal shareholder, controlling person or partner of the professional advisor unless the foregoing relationship has ended not less than two years from the date of appointment;

(7)

not being a director who has been appointed as a representative of True’s director, major shareholder or shareholders who are related to the major shareholder;

(8)

not operate any business which has the same nature as and is in significant competition with the business of True or subsidiary, or not being a principal partner in any partnership, or not being an executive director, employee, staff, or advisor who receives salary; or holding shares not exceeding one per cent of the total number of voting rights of any other company operating business which has the same nature as and is in significant competition with the business of True or subsidiary,

(9)

not having any characteristics which make him/her incapable of expressing independent opinions with regard to True’s business affairs.

(10) After having been appointed as independent director with qualifications complying with the criteria under the above (1) to (9), the independent director may be assigned by the Board of Directors to take part in the business decision of True, its

parent

company,

subsidiary,

affiliate,

same-level

subsidiary,

major

shareholder or controlling person of True on the condition that such decision must be a collective one.

(11) In case of any person either having or having had a business relationship or professional service exceeding the amount under the above (4) or (6), such person shall be waived from the prohibition concerning neither having nor having had a business relationship or professional service by the Board of Directors’ approval only if True provides the opinion of the Board of Directors which perform duty under Section 89/7 of the Securities and Exchange Act B.E. 2535 that the appointment of such person does not impact his or her independent judgement and True shall disclose the information required by the Capital Market Supervisory Board in the notice of shareholders’ meeting in the agenda for election of such independent director.

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4

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

The Board of Directors of the Company (as of 31st December 2008) is as follows: Name

Position

Attendance of Board Meeting in the Year 2008*

1. Mr. Narong

Srisa-an

Independent Director and Chairman of the Corporate Governance Committee

4/6

2. Mr. Vitthya

Vejjajiva

Independent Director and

6/6

Chairman of the Audit Committee 3. Dr. Kosol

Petchsuwan

Independent Director and

6/6

Member of the Audit Committee 4. Mr. Joti

Bhokavanij

Independent Director and

6/6

Member of the Audit Committee 5. Mr. Dhanin

Chearavanont

Chairman

3/6

6. Mr. Sumet

Jiaravanon

Vice Chairman

0/6

7. Dr. Ajva

Taulananda

Vice Chairman

6/6

8. Mr. Chaleo

Souvannakitti

Vice Chairman

6/6

9. Mr. Athueck

Asvanund

Vice Chairman, Group General Counsel

6/6

and Company Secretary** 10. Mr. Suphachai

Chearavanont

Director, President and Chief Executive Officer

6/6

11. Mr. Soopakij

Chearavanont

Director

0/6

12. Mr. Chatchaval Jiaravanon

Director and Managing Director-Group Investment

1/6

13. Mr. Vichaow

Rakphongphairoj

Director, Managing Director and Group Chief Operating Officer Network & Technology

6/6

14. Mr. Umroong

Sanphasitvong

Director

6/6

15. Mr. Norbert

Vay

Director

6/6

16. Mr. Jens B.

Bessai

Director

6/6

17. Mr. Harald

Link

Director

5/6

18. Mr. Narong

Chearavanont ***

Director

1/6***

Remark: * In the Year 2008, the Board of Directors held six meetings ** The Board of Directors Meeting No. 4/2551 held on 29th August 2008 has passed a resolution to appoint Mr. Athueck Asvanund, Vice Chairman and Group General Counsel, to also act as Company Secretary of the Company. After that, the Board of Directors Meeting No. 1/2552 held on 27th February 2009 has passed a resolution to appoint Mrs. Rangsinee Sujaritsanchai to be Company Secretary in a replacement of Mr. Athueck Asvanund. The appointment became effective from 27th February 2009 onwards. The duties of Company Secretary are as prescribed in the Securities and Exchange Act (No. 4) B.E. 2551. The Chairman of the Board notified on the change of Company Secretary to the Securities and Exchange Commission on 9th March 2009 *** the Annual General Meeting of the Shareholders for the Year 2008 dated 29th April 2008 approved the appointment of Mr. Narong Chearavanont as Director to replace Dr. Lee G. Lam who retire by rotation on 29th April 2008. The Company held two Board of Directors meetings before Mr. Narong Chearavanont joined.

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5

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

All Directors have qualifications as prescribed by law. None are prohibited persons under the laws and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand.

All Directors take their responsibilities very seriously. They cooperate on all decisions affecting the Company, entailing major work and responsibility. They attend all meetings except in unavoidable circumstances. Directors unable to attend meetings notify the Board of their absence in advance while providing their comments on the major agenda items.

In

addition, the Board of Directors gives priority to attend the training courses organized by the Thai Institute of Directors Association (“IOD”).

Certain Directors who are Independent Directors are genuinely independent and are not authorized signatories binding the Company. All Independent Directors are properly qualified and comply with the principles stipulated by the Capital Market Supervisory Board.

Authorized Directors Mr. Suphachai 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, 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.

Election of Directors The Company allows minority shareholders to submit nominations for directors before Annual General Meeting of the Shareholders by using the form provided by the Company and sending it by registered mail to the Company within the specified period.

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6

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

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 proposes the relevant information, together with the Compensation and Nominating Committee’s opinion, to the Shareholders’ Meeting for consideration and approval.

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 shall exercise all the votes he or she hold to appoint one or several person(s) to be director(s), provided that he or she cannot divide his or her votes to any person to any extent.

B. The Committees of the Board of Directors 1) Audit Committee The Audit Committee of the Company consists of 3 persons as follows: Attendance of Name

Position

the Audit Committee Meeting in the Year 2008*

1. Mr. Vitthya Vejjajiva

Chairman of the Audit Committee

8/8

2. Dr. Kosol

Petchsuwan

Member of the Audit Committee

8/8

3. Mr. Joti

Bhokavanij

Member of the Audit Committee

8/8

Remark: * In the Year 2008, the Audit Committee held eight meetings, one of which was a meeting with the external auditor without presence of management

The scope of duty and responsibilities of the Audit Committee: 1. To review the Company’s financial reporting process to ensure that it is accurate and adequate; 2. To review the Company’s internal control system and internal audit system to ensure that they are suitable and effective, to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; 3. To review the Company’s compliance with the law on securities and exchange, the Exchange’s regulations, and the laws relating to the Company’s business; 4. To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year; 5. To review the Connected Transactions, or the transactions that may lead to conflicts of interest, to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company;

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7

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

6. To prepare, and to disclose in the Company’s annual report, an Audit Committee’s Report which will be signed by the Audit Committee’s Chairman and consist of at least the following information: a) an opinion on the accuracy, completeness and creditability of the Company’s financial report, b) an opinion on the adequacy of the Company’s internal control system, c) an opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company’s business, d) an opinion on the suitability of an auditor, e) an opinion on the transactions that may lead to conflicts of interests, f) the number of the audit committee meetings, and the attendance of such meetings by each committee member, g) an opinion or overview comment received by the Audit Committee from its performance of duties in accordance with the charter, and h) other transactions which, according to the Audit Committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s Board of Directors; and 7. To perform any other act as required by law or as delegated by the Board of Directors.

2) Compensation and Nominating Committee The Compensation and Nominating Committee is responsible for determining compensation for, and considering the nomination of, Directors of the Company. The Committee consists of the following members: Name

Attendance of the Compensation and Nominating Committee Meeting in the Year 2008*

1. Mr. Dhanin

Chearavanont

2. Mr. Heinrich

Heims

1/1 1/1

3. Mr. Soopakij

Chearavanont

1/1

4. Mr. Umroong

Sanphasitvong

1/1

Remark: * In the Year 2008, the Compensation and Nominating Committee held one meeting

3) 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: Name

Attendance of the Finance Committee Meeting in the Year 2008*

1. Dr. Ajva

Taulananda

8/9

2. Mr. Chaleo

Souvannakitti

9/9

3. Mr. Jens B.

Bessai

9/9

4. Mr. Umroong Sanphasitvong

9/9

Remark: * In the Year 2008, the Finance Committee held nine meetings.

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8

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

4) Corporate Governance Committee The Corporate Governance Committee assists the Board of Director in setting and reviewing policy on the Corporate Governance of the Company, and following up that the said policy is properly in practice. The Committee consists of the following members: Attendance of the Corporate Governance Committee Meeting in the Year 2008*

Name 1. Mr. Narong

Srisa-an

2/4

2. Mr. Vitthya

Vejjajiva

4/4

3. Dr. Kosol

Petchsuwan

3/4

4. Mr. Joti

Bhokavanij

4/4

5. Mr. Jens B.

Bessai

4/4

6. Dr. Ajva

Taulananda

2/4

Remark: * In the Year 2008, the Corporate Governance Committee held four meetings.

C. The Executive Officers As of 31st December 2008, the executive officers of the Company are as follows: Name 1.

Mr. Suphachai

Position Chearavanont

Director, President and Chief Executive Officer

2.

Mr. Vichaow

Rakphongphairoj

Director, Managing Director and Group Chief Operating Officer - Network & Technology

3.

Mr. Chatchaval

Jiaravanon

Director and Managing Director - Group Investment

4.

Mr. Athueck

Asvanund

Vice Chairman and Group General Counsel

5.

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

6.

Mr. Thiti

Nantapatsiri

Managing Director - Pay TV Business

7.

Mr. Adhiruth

Thothaveesansuk

Managing Director - Convergence Business Managing Director - Business Customer

8.

Mr. Songtham

Phianpattanawit

Managing Director - Enterprise Customer & International Services, and Group Chief Operating Officer - IT & CM

The term â&#x20AC;&#x153;Executive Officersâ&#x20AC;? refers to the notification of the Capital Market Supervisory Board which means Directors; the President; 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.

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9

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

All the Executive Officers have qualifications as 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 Companyâ&#x20AC;&#x2122;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 and/or shareholders 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 forms of conflict. In such a case, the matter/transaction must be carried out according to the relevant laws and regulations.

9.2 Remuneration of the Companyâ&#x20AC;&#x2122;s Directors and Executive Officers (1) Remuneration

(1.1) Remuneration of Directors The 19 directors of the Company were remunerated Baht 33,600,000.- for the year 2008.

Remuneration per person (Baht) Group 1 - Chairman (Mr. Dhanin Chearavanont) - Independent Directors who are also the Chairman of the Committee (Mr.Vitthya Vejjajiva and Mr. Narong Srisa-an)

3,600,000 3,600,000

Total Group 2 - Independent Directors who are also Committee members (Dr. Kosol Petchsuwan and Mr. Joti Bhokavanij)

Total (Baht)

10,800,000

2,400,000

Total Group 3 - Vice Chairman (Mr. Sumet Jiaravanon, Dr. Ajva Taulananda, Mr. Chaleo Souvannakitti and Mr. Athueck Asvanund)

4,800,000

1,800,000

Total

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TRUETL: Management

7,200,000

9

-

10

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Remuneration per person (Baht) Group 4 - Directors - (Mr. Suphachai Chearavanont, Mr. Soopakij Chearavanont, Mr. Chatchaval Jiaravanon, Mr. Vichaow Rakphongphairoj, Mr. Umroong Sanphasitvong, Mr. Harald Link, Mr. Norbert Vay and Mr. Jens B. Bessai ) - (Dr. Lee G. Lam (1st Jan – 28 th Apr ’08)) - (Mr.Narong Chearavanont (29 th Apr ’08 – 31st Dec ‘ 08))

1,200,000 393,333 806,667

Total Grand Total

(1.2)

Total (Baht)

10,800,000 33,600,000

Remuneration of Executive Officers

The top eight executives received remuneration totaling Baht 106.60 million for the year 2008 (January to December) comprising of salary, performance pay, provident fund and other benefits.

(2) Other Compensation Other compensation received by Directors and Executive Officers of the Company are as provided for under the Employee Stock Option Plan 6 Project, namely: (2.1)

Employee Stock Option Plan 2006 (ESOP 2007)

(2.2)

Employee Stock Option Plan 2006 (ESOP 2006)

(2.3)

Employee Stock Option Plan 2005 (ESOP 2005)

(2.3)

Employee Stock Option Plan 2004 (ESOP 2004)

(2.4)

Employee Stock Option Plan 2003 (ESOP 2003)

(2.5)

Employee Stock Option Plan 2000 (ESOP 2000)

The Company has also disclosed detailed information of 6 ESOP projects under “Capital Structure” regarding “Warrants” and “Obligation in Stock Insurance in the Future”.

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11

1,875,000

4. Mr. Vichaow

Thothaveesansuk

Nantapatsiri

Phianpattanawit

Dej-Udom

7. Mr. Adhiruth

8. Mr. Thiti

9. Mr. Songtham

10.Mr. Noppadol

4.93 3.68 3.68 3.68 2.63

1,875,000

1,400,000

1,400,000

1,400,000

1,000,000

0.79

4.93

4.93

3.68

800,000

1,600,000

1,600,000

1,600,000

2,000,000

300,000

1,600,000

3,200,000

-

-

No. of warrants

Part II

500,000

1,000,000

1,000,000

1,000,000

1,200,000

350,000

1,000,000

1,900,000

-

-

No. of warrants

2.66

5.33

5.33

5.33

6.39

1.86

5.33

10.12

-

-

% of project

Warrants under ESOP 2005

TRUETL: Management

2.22

4.44

4.44

4.44

5.55

0.83

4.44

8.88

-

-

% of project

Warrants under ESOP 2006

Remark: *Equity warrants under the ESOP 2003 Project lapsed on 16th June 2008.

Asvanund

6. Mr. Athueck

5. Mr. Chatchaval Jiaravanon

300,000

1,875,000

3. Mr. Suphachai Chearavanont

Rakphongphairoj

1,400,000

Chearavanont

2. Mr. Soopakij

-

project

-

warrants

Taulananda

% of

No. of

ESOP 2007

Warrants under

1. Dr. Ajva

Name

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

True Corporation Public Company Limited

494,422

1,277,890

1,277,890

1,277,890

1,331,136

1,277,890

1,277,890

2,434,077

-

-

No. of warrants

2.59

6.69

6.69

6.69

6.97

6.69

6.69

12.74

-

-

% of project

Warrants under ESOP 2004

487,463

-

-

850,404

2,021,470

1,940,611

1,617,176

3,696,402

-

-

No. of warrants

2.45

-

-

4.28

10.18

9.77

8.14

18.61

-

-

% of project

Warrants under ESOP 2003*

-

-

-

-

5,320,000

4,130,000

2,800,000

6,510,000

4,130,000

2,240,000

No. of warrants

9

-

12

-

-

-

-

14.38

11.16

7.57

17.60

11.16

6.06

% of project

Warrants under ESOP 2000

Annual Registration Statements (Report Form 56-1)

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

9.3 Corporate Governance Report

(Note This matter was already approved by the previous Board meeting which was held on 27 February 2009) The Company fully recognizes the importance of corporate governance and established its Good Corporate Governance policy in 2002. This is regularly modified to take account of changes in the Company’s business. It is also kept in line with corporate governance-related laws and regulations issued by the Stock Exchange of Thailand to international standards.

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. Ajva Taulananda, Dr. Kosol Petchsuwan, Mr. Joti Bhokavanij and Mr Jens B. Bessai. Corporate governance at management level is overseen by the CEO and other senior executives.

In 2008, the Company carried out its operations according to the corporate governance policy as follows:

Section 1 Rights of Shareholders 1. The Board of Directors recognizes the rights of shareholders and treats its shareholders in a fair and equitable manner. The corporate governance policy indicates that the Company – as much as possible – takes the rights of shareholders into consideration without being limited to the rights specified only by law.

2. In the year 2008, the Company held two shareholder meetings: the Annual General Meeting of the Shareholders (the “AGM”) for the year 2008 on April 29, 2008 and the Extraordinary General Meeting of the Shareholders No. 1/2551 on December 19, 2008.

For the convenience of shareholders, the meetings were scheduled on a working day during working hours (at 2 pm) and held in Bangkok where transportation is convenient.

3. The Company sends 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 understand it. All information regarding shareholder meetings has been posted on the Company’s website around 3-4 weeks in advance before notice of the meetings is sent out, so that shareholders can study all information prior to receiving the notice.

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

4. 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.

5. 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.

6. 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 1. 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.

2. The Company encourages the use of proxy forms on which shareholders can specify their voting preferences. The proxy forms are attached together with the invitation letter to the shareholder meeting. The Company provides options for shareholders to appoint two independent directors as their proxy (with their background information provided).

3.

The Company allows minority shareholders to propose any issues to be added to the meeting agenda as well as submitting nominations for directors in advance by using the form provided by the Company and sending it by registered mail to the Company from December 1, 2007 to January 31, 2008 for the 2008 AGM. The Company posted the above proposals on its website and through the SET’s electronic media. Nevertheless, shareholders did not propose any issues or nomination for directors.

4. For the sake of transparency and historical record, the Company encourages the use of voting cards. The Company also arranges for an independent law office to verify the vote counting. The voting cards will be kept as evidence if there is any argument after the meeting.

5. The Company allows shareholders to vote on individual nominees.

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

6. 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. 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 working 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 the year 2008, there were no Board members or executives violating this practice.

7. In the year 2008, there were no Board members or executives violating the rule on conflict of interest in proposed Company transactions.

8. The Company has measures and procedures for approving the entering into connected transactions in compliance with legal obligations including the Rules and Regulations of the Capital Market Supervisory Board and the Stock Exchange of Thailand. In the year 2008 the Board of Directors approved the “Rules of Entering into Related Party Transactions” by improving the existing guideline to comply with the Securities and Exchange Act (No. 4) B.E. 2551.

In the year 2008, the Company strictly followed the rules concerning entering into connected transactions. All connected transactions that occurred in the year 2008 have been disclosed in its annual report and annual registration statement (Form 56-1) under the topic “Connected Transaction”.

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

i

The right to receive fair and equal treatment

i

The right to fair and equal employment 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

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Customers i

The right to receive fair and equal treatment

i

The right to receive full and efficient service from the Companyâ&#x20AC;&#x2122;s employees

i

The right to receive quality goods and highly efficient service

i

The right to protection of confidential information

Suppliers and dealers (business partners) i

The right to receive fair and equal treatment

i

The right to protection of confidential information

i

The right to be treated honestly and reliably

i

The right to information on relevant laws, regulations and policies

i

The right to fair competition

Creditors i

The right to be treated honestly in accordance with terms and conditions of all agreements under relevant law and regulations

i

The right to receive correct and complete financial information

i

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

Investors i

The right to receive fair and equal treatment

i

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

i

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 agencyâ&#x20AC;&#x2122;s standard practice.

2. The Companyâ&#x20AC;&#x2122;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.

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True Corporation Public Company Limited

3. In the year 2008, the Board of Directors has approved a Corporate Social Responsibility (CSR) Policy which is available on the Company’s website. 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 places emphasis on using modern telecommunications technology to develop educational projects which help with the development of youth and underprivileged children in Thai society.

Over the year 2008 True undertook a comprehensive program of CSR activities including the following: CSR categories: EN:

Environment

SU:

Suppliers

GO:

Governance and Ethical Practice

SH:

Shareholders and Investors

CO:

Community

EM:

Employees

CU:

Customers

Environment No. 1

Activities during 2008 True joined the Bangkok Metropolitan

EN

GO

CO

CU

X

X

X

X

X

X

X

X

X

SU

SH

EM

Administration in a “Green Bangkok Wi-Fi” campaign. The availability of 15,000 Wi-Fi hotspots aims to encourage Internet usage in order to reduce energy consumption and enhance the quality of city life.

2

The True Youth Camp to Fight Global Warming 2008 brought together young people to create projects in their communities to fight global warming.

3

The True Young Producer Award saw university students produce a TV commercial on the global warming-related theme of “Use technology wisely to reduce energy consumption.”

4

The 2008 Nature Conservation Photography Contest was organized under the theme of “Precious Wildlife and Valued Forest Helping Relive Global Warming.”

The awards ceremony was presided over

by HRH Princess Maha Chakri Sirindhorn.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

No.

Activities during 2008

EN

GO

CO

CU

SU

SH

EM

5

The Electricity Conservation in True Tower

X

X

X

X

project carried out by the Energy Conservation Working Group (True Properties) tested motion sensors and reed switches for automatic switching in areas that do not need constant lighting.

This project helped save electricity consumption by 75% per year and also created awareness among employees about reducing energy consumption for the environment.

6

Trueâ&#x20AC;&#x2122;s energy saving efforts were rewarded when its subsidiary, Wire & Wireless, was recognized at the Thailand Energy Awards 2008 as an outstanding company in the fields of energy conservation and alternative energy development.

Governance and Ethical Practice No. 7

Activities during 2008

EN

GO

CO

CU

SU

X

True provided cooperation to the Stock

SH

EM

X

Exchange of Thailand (SET) by participating in the 2008 business continuity plan tests. Held twice this year, the exercise aimed to ensure that should the SETâ&#x20AC;&#x2122;s main computer system be unable to provide full services, operations can be switched to a backup system.

Community No. 8

Activities during 2008 True provided 35,600 hours of Internet

EN

GO

CO

CU

X

X

SU

SH

EM X

access to the Setsatian School for the Deaf Under the Royal Patronage of His Royal Highness Crown Prince Maha Vajiralongkorn and the Thai Deaf Club.

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True Corporation Public Company Limited

No. 9

Activities during 2008 True provided SMS Call Center and True

Annual Registration Statements (Report Form 56-1)

EN

GO

CO

CU

X

X

SU

SH

EM

Care Chat services for the deaf allowing them to contact True agents without using an interpreter.

10

True’s Plook Panya project continued to

X

provide TrueVisions’ satellite dishes to rural schools so that underprivileged children can enjoy educational programming. In addition, the website www.plookpanya.com was established as a communications hub for teachers and students to share ideas and experiences.

11

True, Assumption University (ABAC) and

X

more than 50 educational institutes nationwide launched the “Dummy Company” project. This initiative provides the opportunity for students to build imaginary business organizations.

12

A free community website,

X

X

www.helplink.net, was launched by True giving links to 14 foundations providing free assistance and advisory services. The foundations all provide assistance on issues such as health, serious illness and locating missing people as well as give support and advice in the event of a disaster. The website acts as a channel through which people can support those in need by donating money or necessities as well as giving encouragement.

13

True collaborated with United Nations

X

ESCAP to create awareness among the Thai public via SMS about International Peace Day (21 September 2008). This was part of an international campaign to raise awareness through global text messaging.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Customers No.

Activities during 2008

14

True Internet provided an online computer

EN

GO

CO

CU

X

X

X

X

SU

SH

EM

course entitled “Microsoft e-Learning @ True” to its corporate customers (educational institutes, state enterprises and private companies).

15

Future Gamer, a subsidiary of True and the Office of Narcotics Control Board, held a seminar for parents about online games and how they affect children.

16

True Internet Data Center received

X

ISO/IEC 20000 certification (a standard specifically aimed at IT Service Management) and became the first Thai company to receive ISO/IEC 27001:2005 certification (a standard for information security management).

17

True Internet held a seminar on the

X

X

X

X

X

X

X

Computer Crime Act B.E. 2550 to give businesses better understanding of how to comply with the recent law. Schedule to be enforced in 2007, the Act was postponed for one year so that businesses had sufficient time to make necessary changes to their data storage systems.

18

True has developed an online interpretation system for Ratchasuda College of Mahidol University as part of its efforts to build a network for the deaf, helping them communicate with anyone. The online interpretation system will be installed in locations such as banks or hospitals where the services of a sign language interpreter will be made available through a webcam to help the deaf communicate.

19

A True representative shared the Company’s experiences of providing opportunities for the physically handicapped to access communication technology at an international conference held by the Royal Institute of Thailand in collaboration with the UN.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Suppliers No.

Activities during 2008

EN

20

True started an initiative whereby asking

GO

CO

CU

SU

X

X

X

X

SH

EM

SH

EM

for the cooperation of SIM merchandisers to reduce the size of SIM cards to a halfcard SIM in order to reduce CO2 emissions.

21

True held meetings with 3G equipment suppliers Huawei and ZTE to discuss the energy-saving and pollution-free qualities of telecommunications equipment.

Shareholders and Investors No. 22

Activities during 2008

EN

GO

CO

CU

SU

X

100 one-on-one meetings with investors / brokers in 2008.

23

Quarterly group meetings with retail

X

broker in 2008.

24

Road show for investors: USA/UK.

X

25

Participation in Citi’s Asean

X

Mini-Conference, UK. 26

Participation in 4th Annual Thailand Focus

X

2008, held by CLSA and SET.

Employees No. 27

Activities during 2008

EN

GO

CO

CU

SU

SH

EM X

True collaborated with several top academic institutions to help its employees with furthering their education and self-development leading to service excellence. Two programs were launched: a four-year MBA (Thai program) in “Service and Retail Management” with Bangkok University, and a four-year MBA program (in English) with Assumption University (ABAC).

28

True and its employees participated in

X

X

numerous charitable projects including donating necessities to help flood victims, as well as other projects nationwide to help the needy and the underprivileged in society.

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

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 regularly. 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.

2.

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.

3.

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.

4.

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.

5.

The Company paid Directors remuneration in the year 2008 according to rates approved by shareholders at the 2008 AGM, which are the same rates approved by the 2007 AGM and which have not changed since 2002.

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.

Independent Directors who hold a position on a Committee shall receive remuneration as follows: Independent Directors who are also the Chairman of a Committee

Baht 300,000 per month

Independent Directors who are 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.

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Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

6.

In the year 2008, the Company paid senior executives remuneration according to their contributions and responsibilities, comparable with that paid by other companies in the same industry.

7.

The Company discloses details of remuneration of Directors and senior executives, including the nature and amount of payment, in its annual report and Form 56-1.

8.

The Company has an Investor Relations Department to communicate with the public fairly and equitably. Investors can contact Investor Relations by phone at 0-2699-2515 or by e-mail at ir_office@truecorp.co.th. In the year 2008, Investor Relations held analyst and investor meetings following the release of the Company’s quarterly results as well as analyst conference calls after major Company announcements, allowing investors and analysts to put questions to Company executives. The Company also held road shows to meet with local and international investors while Company executives met with retail investors on a regular basis.

Section 5 Responsibilities of the Board

1. Board Structure 1.1

The Board of Directors consists of four executive directors and 14 non-executive directors. Independent directors make up 22 percent of the total number. The Company has disclosed each director’s background in its annual report and Form 56-1 and on its website at www.truecorp.co.th

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 report and Form 56-1. Mr. Joti Bhokavanij who serves as the Independent Director and Audit Committee member has an accounting and finance background.

1.4

The Company details the background and position of each member of the Board in its 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 are in accordance with the law. The roles and responsibilities of the CEO are determined by the Board of Directors.

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True Corporation Public Company Limited

1.7

Annual Registration Statements (Report Form 56-1)

The Company Secretary serves the Board of Directors by providing advice on laws and regulations related to the Board, 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 reflect good corporate governance: The Compensation and Nominating Committee is responsible for making recommendations 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.

Shareholders can download the information regarding each committee, such as responsibilities and name lists, from the Company’s website at www.truecorp.co.th.

The Company has also specified the details of committee members, numbers of meetings attended and committees’ reports in its annual report.

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 monitors the performance of management to ensure their efficiency and effectiveness. The Board also embraces the philosophy of Sufficiency Economy which calls for sustainability, moderation (i.e. realizing the actual capability of the Company), reasonableness and self-immunity as well as doing business in an honest, cautious and prudent manner.

3.2 The Board sets and approves a written corporate governance policy for the Company and reviews the policy and its compliance at least once a year.

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True Corporation Public Company Limited

3.3

Annual Registration Statements (Report Form 56-1)

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 decisionmaking 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 foreign currency settlements on an individual transaction basis, and negotiating with foreign suppliers to share foreign exchange exposure, etc.

4. Board Meetings 4.1

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

4.2

In the year 2008 the Company held six Board meetings respectively which are appropriate to the obligations and responsibilities of the Board and the nature of the Company during the year.

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True Corporation Public Company Limited

4.3

Annual Registration Statements (Report Form 56-1)

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 make self-assessment on a yearly basis.

6. Remuneration 6.1

Board members’ remuneration is comparable of other directors in the Company’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.

In the year 2008 the Company disclosed the remuneration of each director in its annual report and Form 56-1.

6.2

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, performance pay, 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 planning, 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.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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 the year 2008 the Company had one new Director. To be in line with the Company’s policy, the new Director received material and information beneficial for fulfilling their duties. The Company also provides an introduction to the Company’s various businesses and business direction for the new Director.

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 securities issued by the Company to the Securities and Exchange Commission (“SEC”) within three working 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 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.

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True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

9.5 Personnel As of 31st December 2008, the total number of employees was as follows: Work Group and Classification Management Service Area & Network Operation

No. of Employees 77 1,820

Marketing & Sales

980

Information Technology

256

Customer Services

478

Finance & Accounting

237

Support

300 Total

4,148

Source: The Company Remuneration for the Company’s Employees Remuneration

 Monthly Salary  Annual Performance Pay: between zero and 4 times the monthly salary, subject to the Company’s performance and financial status.  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 2008, the total remuneration for employees was approximately Baht 2,570 million comprising of wages, salaries, social security cost, provident fund and other benefit.

Other Compensation & Benefits

-

Health Plans and Employee Welfare

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

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True Corporation Public Company Limited

-

Annual Registration Statements (Report Form 56-1)

Annual Leave x The employee shall be entitled to paid annual leave of 10, 12 or 15 working days per calendar year 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

o

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

Employee Training and Development Employee Training and Development Policy The main focus of Learning Center and people development is on true competencies. These competencies are the cornerstone of the individual and professional development and career opportunities for the employees. We provide various learning options for the continual development to help the employees fulfill their current assignments and prepare them towards their career goals. The people development will ultimately strengthen the organizational performance.

The other major roles of Learning Center, beyond the employee training and development programs provider, are the roles of change agent and business partner to every department.

Learning Center acts as the change agent by being the change facilitator, who gives support to the company’s new strategies and directions and encourages all employees to address highly complex challenges.

At the same time, Learning Center is the business partner to every department. Together with each department, Learning Center designs and develops the appropriate series of training and development programs to match with each department’s business roadmap and render all necessary endorsement to them.

There are approximately 300 – 400 in-house training programs per year. In 2008, the training manday reached 35,561, with the budget of 37 million baht. The core competency program includes courses such as 4Cs Corporate Culture, Effective Communication, Planning to Increase Work Efficiency and Effective Self Development, etc. The executive development program includes courses such as Core Skills for Leader, Problem Solving and Decision Making, Change Management, etc. The core business and new technologies program includes courses such as 3G Technology, GPRS & EDGE, Broadband Network, NGN Network, VOIP Technology, Datacommunication and Networking. Also, we provide safety program for technicians and engineers. In the part of the commercial and customer service program for sales, customer service officers and technicians, there are courses such as True Product and Services, Service Excellence, Managing Your Image, etc.

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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 did not identify any findings in respect of the Company’s internal controls which would be considered to be material weaknesses that could have a material impact on the financial statements. The Board also emphasized the development of the Company’s Corporate Governance in order to help improve the internal controls within the Company on a continuing basis.

Part II

TRUETM: Internal Controls

10

-

1

Annual Registration Statements (Report Form 56-1)

CPG is a major shareholder of the Company.

1. Company 1.1 Charoen Pokphand Group of companies (CPG)

Part II

Relationship

Company Name

Coin distribution service and service other

Communication equipment

-

TRUETN: Connected Transactions

Development purchasing system Other services

-

Office rental and related services

-

Purchase : - Commission from public phone

-

Sale : - Sale of Lan Network

Details of transactions

30,878

43,886

12,000

22,287

1,287

5,684

918

2008 (Baht’000)

-

-

-

-

-

-

-

11

-

1

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

The transactions arose 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.

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

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

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

Rationale and necessity

i) During 2008, the Company carried out the transaction with subsidiaries, associate, joint ventures and related companies as disclosed in financial statements for the year ended 31 December 2008 (Note 13). The significant connected transactions of the Company and subsidiaries that carried out with associate and related companies are as follows:

11. CONNECTED TRANSACTIONS

True Corporation Public Company Limited

True Internet Data Center Co., Ltd. (TIDC)

Asia Infonet Co., Ltd. (AI)

KSC Commercial Internet Co., Ltd. (KSC)

1.3

1.4

1.5

Part II

NEC Corporation (Thailand) Co., Ltd. (NEC)

1.2

Company Name

The Company indirectly holds 37.80% in KSC’s equity interest.

The Company indirectly holds 65.00% in AI’s equity interest.

The Company indirectly holds 70.00% in TIDC’s equity interest and related through directorships, i.e.

Mr. Chatchaval Jiaravanon.

The Company indirectly holds 9.62% in NEC’s equity interest and related through directorship, i.e.

Mr. Chatchaval Jiaravanon.

Relationship

True Corporation Public Company Limited

TRUETN: Connected Transactions

Purchase : - Rebate

Purchase : - Rebate

6,862

3,407

5,364

Other service

2,918

269

101

121

2008 (Baht’000)

Purchase : - Internet server rental

Purchase : - Repair and maintenance network services.

Sale : - Accessories and services related to fixed line

Sale : - Engineering and management service in associate with DDN

Details of transactions

-

-

-

-

-

-

-

11

-

2

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

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

The transactions arose 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.

The transactions arose in ordinary course of business.

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

The transactions arose in ordinary course of business.

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

Rationale and necessity

Annual Registration Statements (Report Form 56-1)

Part II

2.2

True Internet Data Center Co., Ltd. (TIDC)

Company Name

The Company indirectly holds 70.00% in TIDCâ&#x20AC;&#x2122;s equity interest and BITCO is the cellular telephone operator which the Company directly holds 74.28% and indirectly holds 2.93% of its equity interest. These companies are related through directorships, i.e.

Mr. Songtham Phianpattanawit.

Relationship

Details of transactions

Commission from refill card and other service Telephone

TRUETN: Connected Transactions

Sale : - Other services

-

-

3,801

181,843

214,407

-

-

-

2008 (Bahtâ&#x20AC;&#x2122;000) 2. Bangkok Inter Teletech Group of companies (BITCO) (The Company directly and indirectly holds 77.21%) 2.1 Charoen Pokphand Group CPG is a major shareholder Sale : of Companies (CPG) of the Company. BITCO is - Sales of mobile handset 10,650 the cellular telephone and accessories operator which the Company directly holds - Refill Card 3,830,129 74.28% and indirectly holds 2.93% of its equity interest.

Purchase : - Office rental and related 29,848 services

True Corporation Public Company Limited

11

-

3

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

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

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

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

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

Rationale and necessity

Annual Registration Statements (Report Form 56-1)

Part II

BeboydCg Company Limited (Bboyd)

Relationship

Details of transactions

TRUETN: Connected Transactions

The Company indirectly Purchase : holds 70.00% in Bboyd’s - Content equity interest and BITCO is the cellular telephone operator which the Company directly holds 74.28% and indirectly holds 2.93% of its equity interest. These companies are related through directorships, i.e.

Mr. Suphachai Chearavanont.

3. True Multimedia Co., Ltd. (TM) (The Company indirectly holds 91.08%) 3.1 Asia Infonet Co., Ltd. The Company indirectly Sale : (AI) holds 91.08% in TM’s - Digital Data Network equity interest and 65.00% services in AI’s equity interest.

These companies are related through directorship, i.e.

Mr. Taj Bussadeegarn and Mr. Non Ingkutanon.

3.2 KSC Commercial Internet The Company indirectly Sale : Co., Ltd. (KSC) holds 91.08% in TM’s - Digital Data Network equity interest and 37.80% services in KSC’s equity interest.

These companies are related through directorship, i.e.

Mr. Suphachai Chearavanont and Mr. Non Ingkutanon.

2.3

Company Name

True Corporation Public Company Limited

4

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

10,684

-

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

-

6,005

11

The transactions arose in ordinary course of business.

-

Rationale and necessity

2,576

2008 (Baht’000)

Annual Registration Statements (Report Form 56-1)

True Internet Data Center Co., Ltd. (TIDC)

3.4

The Company indirectly holds 70.00% in TIDC’s equity interest and 91.08% in TM’s equity interest.

CPG is a major shareholder of the Company. The Company indirectly holds 91.08% in TM’s equity interest.

Relationship

Part II

4.2

KSC Commercial Internet Co., Ltd. (KSC)

The Company directly holds 99.99% in TI’s equity interest and indirectly holds 37.80% in KSC’s equity interest.

12,287

Purchase : - Rental network

TRUETN: Connected Transactions

3,658

sale : - Internet services

-

-

11

-

5

The transactions arose in ordinary course of business.

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

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

18,960

The transactions arose in ordinary course of business.

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

-

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

The transactions arose in ordinary course of business.

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

-

1,253

Purchase : - Revenue sharing

-

-

-

Rationale and necessity

Annual Registration Statements (Report Form 56-1)

6,196

1,082

6

38,659

2008 (Baht’000)

Sale : - Internet services

Purchase : - Other services

Sale : - Digital Data Network services

Details of transactions

4. True Internet Co., Ltd. (TI) (The Company directly holds 99.99%) 4.1 Charoen Pokphand Group CPG is a major shareholder Sale: of companies (CPG) of the Company. The - Internet services Company directly holds 99.99% in TI’s equity Purchase : interest.

- Office rental and related services

Charoen Pokphand Group of companies (CPG)

3.3

Company Name

True Corporation Public Company Limited

True Internet Data Center Co., Ltd. (TIDC)

NC True Co., Ltd. (NC True)

4.4

4.5

Part II

Asia Infonet Co., Ltd. (AI)

4.3

Company Name

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, i.e.

Mr. Noppadol Dej-Udom.

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. Vasu Khunvasi.

The Company directly holds 99.99% in TI’s equity interest and 40.00% in NC True’s equity interest.

These companies are related through directorships, i.e.

Mr.Suphachai Chearavanont and Mr. Noppadol Dej-Udom.

Relationship

True Corporation Public Company Limited

2,000

Purchase : - Advertising

TRUETN: Connected Transactions

1,915

18,401

Purchase : - Revenue sharing

sale : - Internet services

4,749

250,954

2008 (Baht’000)

sale : - Internet services

Purchase : - Corporate internet services

Details of transactions

-

-

-

-

-

11

-

6

The transactions arose in ordinary course of business.

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

The transactions arose in ordinary course of business.

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

The transactions arose in ordinary course of business.

Rationale and necessity

Annual Registration Statements (Report Form 56-1)

Relationship

Details of transactions

Part II

NC True Co., Ltd. (NC TRUE)

TRUETN: Connected Transactions

The Company directly holds Sale : 40.00% in NC True’s equity - Office rental and related interest and indirectly holds services 99.99% in TP’s equity interest.

5.3 True Internet Data The Company indirectly Sale : Center Co., Ltd. (TIDC) holds 99.99% in TP’s - Office rental and related equity interest and 70.00% services in TIDC’s equity interest.

These companies are related through directorships, i.e.

Mr. Chatchaval Jiaravanon.

6. True Leasing Co., Ltd. (TLS) (The Company directly holds 99.99%) Charoen Pokphand Group CPG is a major shareholder Sale : of Companies (CPG) of the Company. The - Vehicle rental and related Company directly holds services 99.99% in TLS’s equity interest.

5.2

5. True Properties Co., Ltd. (TP) (The Company indirectly holds 99.99%) 5.1 Charoen Pokphand Group CPG is a major shareholder Sale : of Companies (CPG) of the Company. The - Office rental and related Company indirectly holds services 99.99% in TP’s equity interest.

Purchase : - Other services

Company Name

True Corporation Public Company Limited

7

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

307,715

-

The transaction arose 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.

-

4,991

11

The transaction arose 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.

-

The transactions arose in ordinary course of business.

-

1,925

5,484

The transactions arose 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.

-

Rationale and necessity

9,383

2008 (Baht’000)

Annual Registration Statements (Report Form 56-1)

Part II

Company Name

Relationship

Details of transactions

TRUETN: Connected Transactions

2008 (Baht’000) 7. True Digital Entertainment Co., Ltd. (TDE) (The Company directly and indirectly holds 99.99%) 7.1 Charoen Pokphand Group CPG is a major shareholder Purchase : of Companies (CPG) of the Company. The - Office rental and related 7,936 Company directly holds services 57.38% and indirectly - Equipment installation 19,061 holds 42.61% in TDE’s equity interest.

7.2 True Internet Data The Company indirectly Purchase: Center Co., Ltd. (TIDC) holds 70.00% in TIDC’s - Internet server rental 7,819 equity interest and directly holds 57.38% and indirectly holds 42.61% in TDE’s equity interest.

8. Asia Wireless Communication Co., Ltd. (AWC) (The Company indirectly holds 99.99%) 8.1 Charoen Pokphand Group CPG is a major shareholder Purchase : of Companies (CPG) of the Company. The - Other services 861 Company indirectly holds 99.99% in AWC’s equity - Telephone 37,958 interest.

8.2 NEC Corporation The Company indirectly Purchase : (Thailand) Co., Ltd. holds 9.62% in NEC’s - Repair and maintenance 7,792 (NEC) equity interest and 99.99% network services in AWC’s equity interest.

9. True Internet Data Center Co., Ltd. (TIDC) (the Company indirectly holds 70.00%) NC True Co., Ltd. The Company indirectly Sale : (NC TRUE) holds 40.00% in NC TRUE’s - Internet server rental and 4,060 equity interest and 70.00% other services in TIDC’s equity interest.

True Corporation Public Company Limited

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

-

8

The transactions arose in ordinary course of business.

-

-

-

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

-

11

The transactions arose in ordinary course of business.

-

-

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

-

Rationale and necessity

Annual Registration Statements (Report Form 56-1)

Relationship

Details of transactions

Part II

TRUETN: Connected Transactions

12. True Touch Co., Ltd. (TT) (The Company indirectly holds 99.99%) Charoen Pokphand CPG is a major shareholder Purchase : Group of Companies of the Company. The - Office rental and related (CPG) Company directly holds services 99.99% in TT’s equity interest.

13. True Money Co., Ltd. (TMN) (The Company directly and indirectly holds 99.99%) 13.1 Charoen Pokphand CPG is a major shareholder Purchase : Group of Companies of the Company. The - Commission from cash (CPG) Company directly holds card 49.00% and indirectly holds 51.00% in TMN’s equity interest.

10. True Lifestyle retail Co., Ltd. (TLR) (The Company indirectly holds 99.99%) Charoen Pokphand Group CPG is a major shareholder Purchase : of Companies (CPG) of the Company. The - Purchase of goods Company indirectly holds 99.99% in TLR’s equity interest.

11. True Visions Group of companies (True Visions) (The Company indirectly holds 91.79%) Charoen Pokphand Group CPG is a major shareholder Sale : of Companies (CPG) of the Company. The - Activities sponsorship Company indirectly holds 91.79% in True Visions’s equity interest.

Purchase : - Other service

Company Name

True Corporation Public Company Limited

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

203,940

11

The transactions arose in ordinary course of business.

-

12,529

-

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

-

66,262

17,785

The transactions arose in ordinary course of business.

-

Rationale and necessity

10,006

2008 (Baht’000)

-

9

Annual Registration Statements (Report Form 56-1)

Part II

NC True Co., Ltd. (NC TRUE)

Relationship

Details of transactions

TRUETN: Connected Transactions

The Company directly holds Sale : 40.00% in NC TRUE’s equity - Collection agent fee interest and directly holds 49.00% and indirectly holds 51.00% in TMN’s equity interest.

These companies are related through directorships, i.e.

Mr. Suphachai Chearavanont and Mr. Noppadol Dej-Udom.

13.3 True Internet Data Center The Company indirectly holds Purchase: Co., Ltd. (TIDC) 70.00% in TIDC’s equity interest - Internet server rental and directly holds 49.00% and indirectly holds 51.00% in TMN’s equity interest.

14. True Internet Gateway Co., Ltd. (TIG) (The Company directly holds 99.99%) 14.1 KSC Commercial Internet The Company directly holds Sale : Co., Ltd. (KSC) 99.99% in TIG’s equity interest - Internet gateway and indirectly holds 37.80% in transmission service KSC’s equity interest.

14.2 Charoen Pokphand Group of CPG is a major shareholder of the Purchase : Companies (CPG) Company. The Company directly - Office rental and other holds 99.99% in TIG’s equity services interest.

15. True Public Communication Co., Ltd. (TPC) (The Company directly holds 99.94%) Charoen Pokphand Group of CPG is a major shareholder of the Purchase : Companies (CPG) Company. The Company directly - Other service holds 99.94% in TPC’s equity interest.

13.2

Company Name

True Corporation Public Company Limited

The transactions arose in ordinary course of business.

The transactions arose in ordinary course of business.

-

-

1,322

12,127

10

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

16,029

-

The transactions arose in ordinary course of business.

-

1,169

11

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

-

Rationale and necessity

6,527

2008 (Baht’000)

Annual Registration Statements (Report Form 56-1)

Relationship

Details of transactions

Part II

TRUETN: Connected Transactions

16. Wire and Wireless Co., Ltd. (WW) (The Company directly holds 87.50%) 16.1 True Internet Data Center The Company indirectly holds Sale : Co., Ltd. (TIDC) 70.00% in TIDC’s equity interest - Equipment installation and directly holds 87.50% in WW’s equity interest. These companies are related through directorships, i.e. Mr. Chatchaval Jiaravanon and Mr. Songtham Phianpattanawit.

16.2 Charoen Pokphand Group of CPG is a major shareholder of the Purchase : Companies (CPG) Company. The Company directly - Other service holds 87.50% in WW’s equity interest.

Company Name

True Corporation Public Company Limited

-

11

The transactions arose in ordinary course of business.

-

2,042

11

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

-

Rationale and necessity

24,040

2008 (Baht’000)

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

ii)

Annual Registration Statements (Report Form 56-1)

Outstanding balances arising from sales of goods and services: Change in outstanding balances arising from sales of goods and services are as follows:

Joint ventures, associates and related companies Asia Infonet Co., Ltd. True Internet Data Center Co., Ltd. KSC Commercial Internet Co., Ltd. BeboydCg Company Limited.

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

iii)

31 December 2007 28,553 6,376 59,600 16,102 20 995,243 1,105,894

Unit : Thousand Baht Increase 31 December (Decrease) 2008 (704) 27,849 14,199 20,575 2,916 62,516 11 11 (10,732) 5,370 80 100 (432,909) 562,334 (427,139) 678,755

Outstanding balances arising from purchases of goods and services: Change in outstanding balances arising from purchases of goods and services are as follows:

Joint ventures, associates and related companies Asia Infonet Co., Ltd. True Internet Data Center Co., Ltd. KSC Commercial Internet Co., Ltd. BeboydCg Company Limited.

NC True Co., Ltd. Channel [V] Music (Thailand) Co., Ltd. CP Group of companies NEC Corporation (Thailand) Co., Ltd. Total

iv)

31 December 2007 48,307 9,778 7,969 3,210 3,397 69,046 4 141,711

Unit : Thousand Baht Increase 31 December (Decrease) 2008 4,558 52,865 1,778 11,556 3,628 11,597 (2,835) 375 4,255 7,652 4,350 4,350 (37,925) 31,121 2,223 2,227 (19,968) 121,743

Outstanding balances arising from loans to related parties Change in outstanding balances arising from loans to related parties are as follows:

Related companies KSC Commercial Internet Co., Ltd. BeboydCg Company Limited.

Total

31 December 2007 25,880 3,000 28,880

Unit : Thousand Baht Increase 31 December (Decrease) 2008 25,880 3,000 6,000 3,000 31,880

The Company indirectly holds 37.80% in KSCâ&#x20AC;&#x2122;s equity interest.

Part II

TRUETN: Connected Transactions

11

-

12

True Corporation Public Company Limited

v)

Annual Registration Statements (Report Form 56-1)

Outstanding balances arising from loans from a related party Change in outstanding balances arising from loans from a related party are as follows:

Related companies Kreditanstalt für Wiederaufbau (KfW)

31 December 2007 4,597,775

Unit : Thousand Baht Increase 31 December (Decrease) 2008 (1,012,635) 3,585,140

KfW is the only preference shareholder of the Company and holds 15.53% (as of 31st December 2008) of issued and paid-up share capital.

The loan from Kreditanstalt für Wiederaufbau 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 was due in September 2006 and the final maturity date will be on 31 December 2011. The related interest expenses were Baht 216.45 million for year ended 31 December 2008. vi)

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

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

2.

General cash deficiency sponsor support: where the cash flows of True Move 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 connected transactions in compliance with legal obligations including the Rules and Regulations of the Capital Market Supervisory Board and the Stock Exchange of Thailand (“SET”). Based on, the said relevant laws and regulations the Company has clearly set up “Rules of Entering into Related Party Transactions”, to be adhered and properly followed by the Board and employees under the Rules of Entering into Related Party Transaction, the measures and procedures for approving the entering into related party transactions are set forth as follows: 1.

The following related party transactions can be approved by Management without any approval from the Company’s Board of Directors and the Shareholders’ Meeting under the purpose of clause 89/12 of the Securities and Exchange Act (No. 4) B.E. 2551: 1.1

Part II

A transaction under general commercial terms “general commercial term” mean a commercial term that a person of ordinary prudence would agree with any unrelated counterparty under the similar circumstances, on the basis of commercial negotiation and without any dependent interest resulted from the status of the director, executive or related person, TRUETN: Connected Transactions

11

-

13

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

including the commercial terms with the prices and the conditions or the gross margin as follows: (a) prices and conditions that the Company, or its subsidiary receives from or offers to general persons. (b) prices and conditions that a director, an executive or related person offers to general persons. (c) prices and conditions that the Company, or its subsidiaries can prove that it is same as operators in similar business offer to general persons. (d) in case the comparison of price of goods or services cannot be made because of the distinctiveness or specifically made to order, however the Company or its subsidiaries can prove that - the gross margin that the Company or its subsidiaries receive from the related party transaction is similar to the gross margin they receive from transactions with other parties; or - the gross margin that the director, executive or related person receive from the related party transaction is similar to the gross margin they receive from transactions with other parties; and there is no difference of condition and terms between them.

1.2

A loan in accordance with the regulations on the welfare of the staff members and employees;

1.3

A transaction in which the counterparty to the Company or both parties are; (a) a subsidiary or subsidiaries whose shares are held by the Company in the amount not less than ninety percent of its total number of shares sold; or (b) a subsidiary or subsidiaries whose shares are held by a director, an executive or a related person or which such person has interest, whether directly or indirectly, not more than the amount, rate or characteristic as specified in the notification of the Capital Market Supervisory Board; A transaction in particular category or with value not more than the amount or rate as specified in the notification of the Capital Market Supervisory Board.

1.4 2.

3.

The following related party transactions require approval from the Company’s Board of Directors but do not require approval from the Shareholders’ Meeting 2.1

A transaction under Clause 1 which requires an approval from the Company’s Board of Directors under other internal procedures of the Company such as Procedure for Budget.

2.2

A transaction under Clause 1.3 (b) or 1.4 that may be prescribed by the Capital Market Supervisory Board to require an approval from the Board of Directors, relevant notification shall be prescribed later.

Any related party transactions other than those under Clause 1 and 2 require approval from the Company’s Board of Directors and the Shareholders’ Meeting before entering into such transactions.

Moreover, the Company shall comply with the terms and conditions of the Shareholders’ Agreement executed with Kreditanstalt für Wiederaufbau dated 22nd December 1999 which specifies that the Company shall disclose if its major shareholders or affiliates enter into any connected transactions.

Policy for Future Connected Transactions 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.

Part II

TRUETN: Connected Transactions

11

-

14

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

12. FINANCIAL STATUS AND PERFORMANCE 12.1

Auditor’s Report

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 Statement for the year ended

The Company’s auditors

Auditor’s Name

Certified Public Account (Thailand) ID.

31 December 2008

PricewaterhouseCoopers ABAS Limited

Mr. Pisit Thangtanagul

4095

31 December 2007

PricewaterhouseCoopers ABAS Limited

Ms. Nattaporn Phan-Udom

3430

31 December 2006

PricewaterhouseCoopers ABAS Limited

Mr. Kajornkiet Aroonpirodkul

3445

According to the three (3) years’ Reports of Certified Public Accountant (2006-2008), the Company’s auditors had expressed his/her unqualified opinions on the financial statement.

Part II

TRUETO: Financial Status

12 - 1

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 Sheets As at 31 December 2008, 2007 and 2006

31 December 2008

12.3 12.4 12.5 12.6 12.7 12.8 12.9 12.10 12.11 12.12 12.13 12.14

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

Common Size (%)

(Unit: Thousand Baht) (Restated) 31 December Common 2006 Size (%)

4,356,596 1,400,795 796,296 7,991,746 31,880 898,423 2,057,650 780,049 2,019,192 20,332,627

3.73 1.20 0.68 6.84 0.03 0.77 1.76 0.67 1.73 17.39

5,019,383 1,297,073 419,758 12,684,710 28,880 893,067 2,218,067 673,065 2,027,019 25,261,022

4.02 1.04 0.34 10.13 0.02 0.71 1.77 0.54 1.62 20.17

157,013

0.13

148,049

0.12

53,516 292,923 56,654 71,380,078 12,380,696 3,556,630 8,175,174 565,575 96,618,259

0.05 0.25 0.05 61.03 10.59 3.04 6.99 0.48 82.61

18,020 229,884 56,654 74,683,154 12,380,696 3,534,202 8,460,543 487,182 99,998,384

0.01 0.18 0.05 59.62 9.88 2.83 6.75 0.39 79.83

15,669 166,845 57,674 78,254,383 13,106,960 2,993,184 9,172,041 437,876 104,204,632

0.01 0.13 0.05 63.87 10.70 2.44 7.49 0.35 85.05

116,950,886

100.00

125,259,406

100.00

122,508,893

100.00

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

2,130,000 7,771,589 9,870,756 2,669,560 7,658,768 506,911 2,657,224 33,264,808

1.82 6.64 8.44 2.28 6.55 0.43 2.27 28.44

1,451,400 12,978,086 5,554,549 2,613,731 6,893,839 589,291 2,864,828 32,945,724

1.16 10.37 4.43 2.09 5.50 0.47 2.29 26.30

776,461 11,774,864 8,837,648 2,767,084 5,727,805 474,981 1,893,775 32,252,618

0.63 9.61 7.21 2.26 4.68 0.39 1.55 26.33

Non-current liabilities Long-term borrowings Deferred income tax liabilities Long-term trade accounts payable Liabilities under agreements for operation Other non-current liabilities Total non-current liabilities

70,645,861 1,001,052 359,772 2,503,905 2,555,426 77,066,016

60.41 0.86 0.31 2.14 2.19 65.90

76,230,963 1,103,399 89,539 2,834,957 2,004,073 82,262,931

60.86 0.88 0.07 2.26 1.60 65.68

80,107,905 1,389,710 184,400 1,216,251 82,898,266

65.39 1.13 0.15 0.99 67.66

110,330,824

94.34

115,208,655

91.98

115,150,884

93.99

Non-current assets Restricted cash Investments: - Investments in subsidiaries, joint ventures and associates - Other long-term investments - Investment property Property, plant and equipment, net Goodwill, net Intangible assets, net Deferred income tax assets Other non-current assets Total non-current assets Total assets

Total liabilities Shareholders' equity Share capital Authorised share capital Preferred shares Common shares Issued and fully paid-up share capital Preferred shares Common shares Premium on share capital Common shares Discount on share capital Preferred shares Common shares Share surplus Foreign currency translation adjustment Unrealised 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 Total liabilities and shareholders' equity

Part II

Common Size (%)

(Restated) 31 December 2007

6,993,340 146,338,731

6,993,358 40,521,836

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 -

3.20 1.81 0.26 5.36 0.03 0.85 1.18 0.55 1.71 14.95 -

6,993,668 40,141,056

6,993,340 38,038,452

5.98 32.52

6,993,358 38,038,434

5.58 30.35

6,993,668 38,021,609

5.71 31.05

11,432,046

9.77

11,432,046

9.12

11,432,046

9.34

(1,492,776) (3,988,926) 1,604,322 104,344

(1.28) (3.41) 1.37 0.09

(1,492,781) (3,988,922) 1,825,582 104,344

(1.19) (3.18) 1.46 0.08

(1,492,847) (3,980,591) 104,344

(1.23) (3.25) 0.09

-

-

-

-

(415)

-

34,881 (47,270,916) 5,454,767 1,165,295 6,620,062

0.03 (40.42) 4.65 1.00 5.66

34,881 (44,915,725) 8,031,217 2,019,534 10,050,751

0.03 (35.84) 6.41 1.61 8.02

34,881 (44,286,951) 6,825,744 532,265 7,358,009

0.03 (36.16) 5.58 0.43 6.01

116,950,886

100.00

125,259,406

100.00

122,508,893

100.00

TRUETO: Financial Status

12 - 2

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

True Corporation Public Company Limited Consolidated Statements of Income For the years ended 31 December 2008, 2007 and 2006

Common Size (%)

(Unit: Thousand Baht) (Restated) 31 December Common 2006 Size (%)

31 December 2008

Common Size (%)

(Restated) 31 December 2007

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

60,094,289 1,171,055 61,265,344

98.09 1.91 100.00

60,474,069 1,167,054 61,641,123

98.11 1.89 100.00

50,538,298 1,416,518 51,954,816

97.27 2.73 100.00

Costs Cost of providing services Cost of sales Total costs

41,229,181 1,217,269 42,446,450

67.30 1.99 69.29

39,734,337 1,055,547 40,789,884

64.46 1.71 66.17

36,884,032 1,344,711 38,228,743

70.99 2.59 73.58

Gross profit Selling and administrative expenses Profit from sales and providing services Other revenues Other expenses Operating results Share of results in associates Profit before financial costs and income tax Interest income Interest expense Foreign exchange gain (loss) Financial costs, net Profit (loss) before income tax Income tax (expense) revenue Net profit (loss) for the year

18,818,894 11,477,432 7,341,462 625,785 (436,484) 7,530,763 (10,204) 7,520,559 (9,927,801) (2,407,242) (977,932) (3,385,174)

30.71 18.73 11.98 1.02 (0.71) 12.29 (0.02) 12.27 (16.20) (3.93) (1.60) (5.53)

20,851,239 12,761,543 8,089,696 369,698 (451,504) 8,007,890 (14,549) 7,993,341 (5,395,755) 2,597,586 (1,039,261) 1,558,325

33.83 20.70 13.13 0.60 (0.73) 13.00 (0.02) 12.98 (8.75) 12.98 (1.69) 11.29

13,726,073 13,840,769 (114,696) 694,815 (409,553) 170,566 (25,562) 145,004 171,497 (6,306,216) 1,903,007 (4,086,708) 191,983 (3,894,725)

26.42 26.64 (0.22) 1.34 (0.79) 0.33 (0.05) 0.28 0.33 (12.14) 3.66 (7.87) 0.37 (7.50)

(2,355,191) (1,029,983) (3,385,174)

69.57 30.43 100.00

1,158,106 400,219 1,558,325

(4,028,329) 133,604 (3,894,725)

103.43 (3.43) 100.00

Attributable to: Equity holders of the Company Minority interest

Basic and diluted earnings (loss) per share for profit attributable to the shareholders of the Company -Basic

Part II

(0.66)

TRUETO: Financial Status

0.12

74.32 25.68 100.00

(1.32)

12 - 3

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

True Corporation Public Company Limited Consolidated Statements of Cash Flows For the years ended 31 December 2008, 2007 and 2006

31 December 2008 Cash flows from operating activities Net profit (loss) Adjustments for: Depreciation and amortisation Interest income Interest expenses Income tax (Gain) loss on disposals of property, plant and equipment Doubtful accounts Impairment charge of property, plant and equipment Gain from termination of lease obligation Gain on disposals of investment in available-for-sale securities Other operating assets and liabilities written-off Unrealised loss (gain) on foreign exchange Foreign exchange loss (gain) on repayments of borrowings Share of results in associates Changes in operating assets and liabilities - Trade accounts receivable - Short-term investments - 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 Add : Interest received Less: Interest paid Income tax paid Net cash from operating activities

(Restated) 31 December 2007

(Unit: Thousand Baht) (Restated) 31 December 2006

(3,385,174)

1,558,325

(3,894,725)

12,816,488 (120,224) 6,921,463 977,932 (118,649) 894,446 114,194 27,315 2,889,284 3,663 10,204

13,136,601 (87,333) 7,160,798 1,039,261 (107,830) 788,453 12,000 (801) 10,256 (2,148,459) (3,393) 14,549

18,209,171 6,306,217 (191,983) (149,642) 591,538 19,223 (235,614) 1,458 (1,852,769) 25,562

3,798,546 71,853 (1,621,793) (319,428) (35,940) (3,062,937) (253,440) 398,701 20,006,504 131,283 (6,358,064) (1,886,194) 11,893,529

(6,949,872) (149,722) (853,151) (1,286,410) (49,117) 4,598,181 508,344 931,776 18,122,456 92,497 (6,478,466) (1,372,829) 10,363,658

(161,360) 50,479 (128,443) (145,669) (22,949) 1,137,657 768,783 101,951 20,428,885 (6,253,827) (1,008,364) 13,166,694

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

(114,992) (448,391) (6,000) (45,700) (63,039) (6,779,363) (503,244) 3,000 454,400 (7,503,329)

768,201 43,895 (3,000) (325) (151,839) (63,039) (7,055,039) (262,829) 12,000 1,846 392,606 6,750 (6,310,773)

6,928,977 (205,837) (12,000) (6,632,376) (72,163) (9,689,058) (1,255,052) (3,800) 520,422 (10,420,887)

Cash flows from financing activities Issues of common shares Additional investments in subsidiary by minority Dividend paid to minority Minority interest's portion on liquidation of subsidiary Proceeds from short-term borrowings Proceeds from borrowings, net of cash paid for debt issuance cost Repayments on short-term borrowings Repayments on long-term trade accounts payable Repayments on borrowings Net cash used in financing activities Net (decrease) increase in cash and cash equivalents Opening balance Effects of exchange rate changes

39 (43,504) (2,050) 3,140,000 43,708 (2,461,400) (5,732,164) (5,055,371) (665,171) 5,019,383 79

8,250 3,000,014 3,651,400 30,512,469 (2,977,561) (37,144,498) (2,949,926) 1,102,959 3,923,739 (7,395)

3,359,296 2,686,832 27,646,006 (15,292,034) (143,624) (25,304,849) (7,048,373) (4,302,566) 8,274,065 (47,760)

4,354,291

5,019,303

3,923,739

Closing balance

Part II

TRUETO: Financial Status

12 - 4

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

12.3 Financial Ratios

Part II

TRUETO: Financial Status

12 - 5

True Corporation Public Company Limited

12.4

Annual Registration Statements (Report Form 56-1)

Management’s Discussion and Analysis

OVERVIEW Like many companies, True found 2008 a challenging year. However, the Group’s integrated business operations reduced exposure to any one business sector with our online and pay-TV businesses helping offset TrueMove’s revenue decline and drive revenue, excluding Interconnection Charge (IC), slightly higher for the full year. We reached breakeven point from ongoing operations for the first time with a Baht 62 million profit versus a loss in 2007 and also recorded strong subscriber growth across all businesses.

True’s business is built around the convergence of its products, networks and services.

Providing customers with their preferred combinations from our full range of telecommunications offerings reduces the need to compete solely on price. It also helps us to differentiate ourselves from the competition while fulfilling the lifestyles and facilitating the work choices of our subscribers.

In 2008 our convergence strategy continued to progress with the number of households using multiple True products increasing 22 percent to 1.9 million. Strong growth in key bundling packages that combine Broadband, mobile and pay-TV services also helped boost subscriber numbers of all of our business segments.

In 2008, consolidated service revenue, excluding interconnection charges or IC, increased 0.2 percent to Baht 52 billion while EBITDA declined 6.5 percent to Baht 18.5 billion mainly due to lower TrueMove EBITDA and partly from the impact of high net IC payments. High IC and cost increases also saw EBITDA margin on a net IC basis decline to 34.8 percent from 37.3 percent in 2007.

Full-year 2008 group net income from ongoing operations improved to Baht 62 million (from a loss of Baht 1.2 billion in FY07) due partly to decreased depreciation. Bottom-line loss was Baht 3.4 billion, due to FX losses (Baht 2.6 billion) mainly relating to accounting losses from the mark-to-market of foreign currency loans at the end of the year.

Free cash flow improved strongly, up Baht 1.6 billion from the year before to Baht 4.6 billion while CAPEX remained stable at around Baht 7.3 billion.

Over the year we continued to deleverage, paying down Baht 4.6 billion of long-term debt. Our net debt-to-EBITDA ratio increased slightly to 3.7 times at the end of 2008 from 3.5 times at the end of 2007 due to lower EBITDA, but has fallen from 4.5 times in 2006.

2008 was a challenging year for TrueMove with pricing, competition and IC payment leading to soft results. For the full year 2008, service revenue (excluding IC) declined 4.4 percent to Baht 22.8 billion and IC net payments increased, causing EBITDA to decline 24.8 percent to Baht 5.7 billion. In 2008, TrueMove reported net IC payment of Baht 845 million, compared to net IC revenue of Baht 164 million in 2007.

However, following a largely disappointing 1H08, progress has been made in turning the business around. Successful on-net promotions in the second half have helped drive subscriber growth and a revenue recovery while reducing IC impact. Net IC payment in the fourth quarter fell to Baht 128 million, compared to Baht 234 million in the previous Part II

TRUETO: Financial Status

12 - 6

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

quarter while TrueMove’s service revenue (excluding IC) in Q4, increased 4.2 percent from Q3. The Company is committed to bringing net IC payment down further.

Subscriber numbers grew strongly with 2.7 million net additions for the full year.

TrueMove ended the year with 14.8 million subscribers, having captured approximately 30 percent of market net adds in 2008.

Non-voice revenues continued their steady growth, increasing 7.6 percent in 2008 to Baht 2.7 billion. Their contribution increased to 11.8 percent of service revenue, excluding IC, from 10.4 percent in 2007. Usage gained momentum in the second half of 2008 after gaining back heavy users.

TrueOnline’s service revenue increased by around 6.0 percent from a year ago to Baht 26 billion, driven mainly by growth in Broadband and new revenue streams such as International Direct Dialing (IDD) and the International Internet gateway business.

EBITDA increased 5.4 percent to Baht 10.2 billion, breaking the previous downward trend.

Broadband recorded 19 percent revenue growth (to Baht 5.0 billion) while subscribers grew by 15 percent to 632,461. Wi-Fi subscribers also grew strongly to approximately 109,000 from 31,523 at the end of 2007.

TrueVision’s subscriber numbers grew by 41 percent to 1.5 million for the full year, driven largely by the success of its mass market strategy. Mass market subscribers more than doubled while the upselling rate reached 30 percent.

The mass market strategy also helped to provide greater opportunities for benefiting from rising rural purchasing power. The proportion of overall upcountry subscribers increased to 49 percent in FY08. Paying subscribers (premium and standard packages) increased 26.8 percent to 799,837.

Full year service revenue increased 6.4 percent to Baht 9.4 billion driven mainly by stronger growth in core subscription revenue. EBITDA increased 5.5 percent in FY08 to Baht 2.7 billion due mainly to revenue growth outpacing operating cost increases.

TrueMoney and TrueLife continued to support and add value to True’s convergence platform.

TrueMoney continued to provide key e-commerce support to the Group. E-wallet subscribers recorded 50 percent growth reaching 4.2 million at YE08 up from 2.8 million at YE07 driven by the response to bundled packages and online games.

TrueLife continued to act as a key content provider for the Group. The importance of online games as content was maintained while True’s e-commerce portal weloveshopping.com grew to include some 150,000 online stores and two million products.

Major financing activities during 2008 included the approval by shareholders of a recapitalization via a rights offering for 10 billion shares at Baht 1.95. This will strengthen our balance sheet and help us to capture long-term growth opportunities such as 3G while providing a cash cushion to help weather the difficult economic climate. The first tranche of the rights offering was completed in February 2009. A total of 3.27 billion Part II

TRUETO: Financial Status

12 - 7

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

shares were subscribed to, raising Baht 6.38 billion. The rights offering saw CP Groupâ&#x20AC;&#x2122;s holding increase to 58.2 percent while the stake of KfW, the second largest shareholder, was reduced to 9.0 percent.

In Q408, True increased its investment in TrueMove by Baht 1.1 billion through the purchase of newly issued shares of Bangkok Interteletech Plc or BITCO. This took Trueâ&#x20AC;&#x2122;s holding in BITCO to 77.2 percent (from 75.3 percent in Q3).

A number of regulatory developments took place. In early 2009, we signed a Memorandum of Agreement (MOA) with CAT for TrueMove to rent the transferred network and equipment for another five years following the end of its concession in 2013.

This will place our operations on a similar footing to our competitors. CAT also granted us permission to trial-launch 3G services on 850 MHz. This will prepare TrueMove for a full commercial launch in the near future.

Looking forward In 2009 every business will need to adjust to the continuing economic slowdown. True will focus on cost control and seek to maintain EBITDA margin. We will expand distribution channels including direct sales, which will lead to more efficiency. At the same time we are committed to reduce our debt and strengthen our financial position.

We will furthermore promote convergence and new services such as 3G and Mobile Number Portability (MNP) to meet customer needs.

For TrueOnline, we will continue to leverage our convergence strategy to capture strong growth in the high-end market for Broadband. We will expand our broadband presence upcountry while fending off competition in the BMA and suburban areas. We will also further develop new services such as International Direct Dialing (IDD) which presents high revenue growth potential.

For TrueMove, we will continue to target one-third of market net adds and invest in highgrowth areas, including non-voice and 3G. We will also place emphasis on developing growth in the postpaid and business segment where our market share is still low.

TrueVisions will continue its expansion into the mass market while increasing premium and standard subscribers. The retention of premium customers and service differentiation will be priorities.

Meanwhile, TrueMoney and TrueLife should play increasingly important roles as the growing fulfillment of convergence potential will create greater demand for content and services.

Part II

TRUETO: Financial Status

12 - 8

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

CONSOLIDATED RESULTS OF OPERATIONS IN 2008 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 a normalized basis.

True Group’s financial results were softer in 2008 than 2007. TrueVisions and TrueOnline continued to perform well while TrueMove results were softer than 2007 due to challenges relating to pricing and higher net IC payments. However, TrueMove saw a bottoming out in mid 2008 and showed a clear recovery in Q408 when revenue grew 4.2 percent from Q3 despite increased political tension and negative economic growth.

Consolidated service revenue fell 0.6 percent (to Baht 60.1 billion). Excluding IC, service revenue increased by 0.2 percent to Baht 52 billion compared to 2.5 percent growth seen in FY07 as soft performance at TrueMove offset 6.0 percent growth at TrueOnline and 6.4 percent growth at TrueVisions.

EBITDA decreased 6.5 percent to Baht 18.5 billion due mainly to a decline in TrueMove EBITDA on lower revenue and the impact of higher net IC payment.

However, TrueOnline and TrueVisions EBITDA increased by approximately 5 percent.

EBITDA margin on a net IC basis decreased to 34.8 percent (from 37.3 percent) due mainly to TrueMove.

Consolidated operating expenses increased slightly by 0.7 percent (to Baht 53.9 billion) as declines in revenue sharing as well as depreciation and amortization expenses (due to the absence of goodwill amortization) almost offset increases in IC charges, network operating expenses and SG&A. Network operating expenses, excluding IC, increased 6.1 percent (to Baht 15.2 billion), mainly from higher cost of Internet/Broadband and IDD services at TrueOnline and higher content costs at TrueVisions (due mainly to full year impact of EPL renewal and the launch of new local channels).

SG&A, excluding depreciation and amortization, increased 2.1 percent (to Baht 10.2 billion) mostly on staff costs and doubtful accounts. This was partly offset by a reduction in selling and marketing expenses due partly to convergence benefits and cost control measures.

Depreciation and amortization decreased to Baht 11.1 billion due to the absence of goodwill amortization since the beginning of 2008 (goodwill amortization in 2007 was Baht 1.3 billion).

Interest expenses decreased 3.2 percent to Baht 7.0 billion due mainly to principal repayment at TrueOnline, and lower average cost of debt following declining market interest rates. (See restatement in interest expenses at Key Accounting Changes) Net Income (Loss) from Ongoing Operations was a profit of Baht 62 million, compared to a Baht 1.2 billion loss in 2007, mainly due to a gain from minority interest (Baht 1.0 billion) due to CP sharing TrueMove losses.

Part II

TRUETO: Financial Status

12 - 9

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Net loss of Baht 3.4 billion in FY08 represented a decline from a profit of Baht 1.6 billion in 2007 due mainly to the weakening Thai Baht. This resulted in a Baht 2.6 billion FX loss in FY08 compared to a Baht 2.4 billion FX gain in FY07, mainly due to accounting losses from the mark-to-market of foreign currency loans at the end of the year (Baht 35.08 per USD at YE2008 compared with Baht 33.88 per USD at YE2007, Baht 38.98 per Yen 100 at YE2008 compared with Baht 29.97 per 100 Yen at YE2007). True has extensively hedged against exchange and interest rates on foreign currency loans. (See details of hedging at Note 38 to FY08 Financial Statements) Key Accounting changes: In Q108 True changed its accounting policy regarding minimum payments of agreements for operation (“the Agreement”) of True Group’s subsidiaries. Minimum fees payable over the Agreement periods have been recognized as financial liabilities (previously this was booked as part of revenue sharing for each year). The intangible assets (the Rights to Operate) were recognized as a corresponding entry and will be amortized on a straight-line basis over the Agreement periods and will be reviewed annually for impairment.

In Q408 True changed its accounts presentation of profit and loss statements to report financial costs by including interest expenses, interest income, foreign exchange gain (loss) and other financial fees. Other financial fees combined amortization of debt issuance cost (previously booked under SG&A) and other fees relating to financing activities (previously booked under interest cost expenses and other expenses). The foreign exchange gain (loss) was also normalized to be included under non-recurring items.

The previously released results were restated to reflect the accounting changes for better comparison. (See details at note 7 to the FY08 financial statement)

Part II

TRUETO: Financial Status

12 - 10

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Consolidated Results of Operations - Normalized Basis (Unaudited)

FY 2008

(Baht in millions unless otherwise indicated)

FY 2007 (Restated)

Revenues Revenues from telephone and other services - Interconnection revenue - Revenue from service excluding IC Revenues from product sales Total revenues

% Change 2/

60,094 8,173 51,921 1,171

60,474 8,656 51,818 1,167

(0.6) (5.6) 0.2 0.3

61,265

61,641

(0.6)

Operating expenses Cost of services Regulatory costs - Access charges Network operating expenses - Interconnection revenue - Network operating expenses excluding IC

41,229 7,138 24,199 9,018 15,181

39,734 8,011 22,794 8,492 14,303

3.8 (10.9) NM 6.2 6.2 6.1

Depreciation and amortization - Network Cost of sales Selling and administrative expenses 1/ Depreciation and amortization 1/ Others

9,893 1,217 11,477 1,238 10,239

8,929 1,056 12,762 2,735 10,027

10.8 15.3 (10.1) (54.7) 2.1

53,924

53,551

0.7

18,472 (11,131)

19,754 (11,664)

(6.5) 4.6

7,341 120 (6,953) (488) (978)

8,090 87 (7,184) (719) (1,039)

(9.2) 37.7 (3.2) (32.1) (5.9)

(958) (10) 1,030

(765) (15) (400)

(25.2) 29.9 NM

Total operating expenses EBITDA Depreciation and amortization Operating profit Interest income Interest expense 1/ Other financial fees Tax

1/

1/

1/

Income from continuing operations Share of results in associates (Income) loss attributable to minority interest Net income (loss) from continuing operations including share of results in associates

62

(1,179)

NM NM NM NM

Non recurring items Gain (loss) on foreign exchange Other (expenses) income 1/

(2,417) (2,607) 189

2,337 2,419 (82)

Net profit (loss) to equity holders of the Company

(2,355)

1,158

NM

Minority interest

(1,030)

400

NM

Net profit (loss) for the year

(3,385)

1,558

NM

Note : In Q4 2008 the Company has reclassified its accounts to show financial costs resulting in restatement of previous releases relating to SG&A (amortization of debt issuance cost), interest expense and other income (expenses). See detail at Key Accounting Change.

2/ FY 2007 reported financial statements has been restated from previous release to reflect accounting changes made in prior quarter regarding installation costs of the pay-TV business, minimum payment and business combinations.

1/

Part II

TRUETO: Financial Status

12 - 11

Part II

True Corporation Public Company Limited

TRUETO: Financial Status

12 - 12

Annual Registration Statements (Report Form 56-1)

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Normalized Revenue Profile

Consolidated Revenues (Before Intersegment Eliminations) (Unaudited)

FY 2008

(Baht in millions unless otherwise indicated)

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

Revenue

- Service revenue - Product sales

% of revenue after eliminations

% Change

9,746

4.9

9,431

8,866

6.4

796

880

(9.6)

(832)

(962)

(13.5)

15.3%

8,785

14.3%

7.0

31,577

33,420

30,969

32,492

(4.7)

608

928

(34.5)

Intersegment elimination

(1,353)

TrueMove after elimination

30,224

1/

Revenue

10,227

9,396

TrueMove

% of revenue after eliminations

FY 2007 (Restated)

(5.5)

(1,053) 49.3%

32,366

28.5 52.5%

(6.6)

26,729

24,946

7.1

10,252

10,966

(6.5)

8,569

9,311

(8.0)

1,682

1,655

- Public phone

650

813

- Fault reporting and dropwiring

485

476

1.8

- Others

548

366

49.5

3,556

3,544

0.3

2,659

2,683

(0.9)

TrueOnline

- Fixed line telephone - Fixed line voice

2/

- VAS

- Data network

3/

- Business data service - Multimedia - Internet & Broadband

3/

- Broadband - Dial up Internet & others

4/

- PCT - Others TrueOnline service revenue TrueOnline product sales

1.6 (20.0)

897

861

4.3

6,441

5,691

13.2

5,036

4,229

19.1

1,406

1,462

(3.8) (23.2)

593

771

5,147

3,556

25,989

24,528

6.0

740

418

77.0

44.7

Intersegment elimination

(5,083)

TrueOnline after elimination

21,646

(4,456)

Normalized consolidated revenues

68,533

68,112

0.6

Total intersegment elimination

(7,268)

(6,471)

12.3

Normalized consolidated revenues - net

61,265

35.3%

100.0%

20,490

61,641

14.1 33.2%

100.0%

5.6

(0.6)

Note : 1/

FY 2007 revenue breakdown of TrueOnline has been restated from prior release to reflect the exclusion of product sales and reclassification of Internet/Broadband and Data revenue, mainly relating to the transfer of Internet gateway revenue from 'Broadband' to 'Internet', the transfer of revenue from some bundled packages from 'Internet' to 'Other'

2/

Including IDD

3/

Online's non-voice revenue include Data network and Internet & Broadband

4/

Including revenue from on-line games

Part II

TRUETO: Financial Status

12 - 13

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

SEGMENT RESULTS True reports its results under three main segments: TrueOnline, TrueMove and TrueVisions.

The performance of TrueMoney (digital commerce) and TrueLife (digital content and access) forms part of the TrueOnline results.

TrueOnline The revenue profile of TrueOnline continues to evolve with non-voice business (particularly Broadband) maintaining strong growth. In addition, new revenue streams such as IDD and International Internet Gateway have offset voice declines.

Convergence has been a key driving force for Broadband to acquire new high-ARPU subscribers from existing True Group subscribers (TrueVisions and TrueMove).

FY08 service revenue increased 6.0 percent to Baht 26 billion, driven mainly by growth in non-voice business (increased 8.3 percent to Baht 10 billion), following strong growth in Broadband (increased 19.1 percent). Voice revenue also increased by 4.6 percent to Baht 16 billion mainly from IDD and International Internet Gateway.

EBITDA increased 5.4 percent to Baht 10.2 billion breaking the previous downward trend while EBITDA margin declined only slightly to 38.1 percent on better product mix, Internet gateway price reductions as well as the effects of cost controls.

Total operating expenses increased 9.2 percent to Baht 21.7 billion, mainly on network operating expenses (relating to Broadband and IDD), depreciation and amortization expenses and higher staff costs.

Interest expenses decreased 9.4 percent to Baht 3.4 billion due to declining interest rates and principal repayment made in the year.

Profit from ongoing operations of Baht 1.2 billion, compared with a Baht 158 million loss in FY07, was primarily attributable to lower income tax (partly from reversal of deferred income tax liabilities in Q408 of Baht 786 million).

Bottom line profit of Baht 2.6 billion included dividend received from a subsidiary compared to Baht 430 million profit in FY07.

Broadband Broadband revenue increased 19.1 percent to Baht 5.0 billion with continued strong subscriber growth (increased 15.4 percent to 632,461) and slightly increased ARPU (Baht 711 from Baht 709 in FY07) due to increasing high-ARPU subscribers, supported by the success of bundling packages.

Strong subscriber growth was driven mainly by the strong market feedback to SUPER (hi-speed) Internet 2, a package bundling TrueMove and TrueVisions.

Wi-Fi subscribers tripled to 109,000. This excludes another 100,000 registered users of Green Bangkok Wi-Fi, a free Wi-Fi (at 64K speed) service offered in collaboration with Bangkok Metropolitan Administration which has helped increase market awareness since its launch in June 2008.

Part II

TRUETO: Financial Status

12 - 14

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Data network Data service revenue was stable at Baht 3.5 billion while revenues generated from outside the Group grew strongly (increased 19.7 percent to Baht 1.7 billion). The total number of circuits in service increased 27 percent to 17,741 with high growth in new technology (e.g. MPLS) more than offsetting declines in traditional leased lines.

Average revenue per circuit dropped from a year ago to Baht 9,808 due mainly to a shift in product mix (from higher-ARPU/low-sales volume leased line to lower ARPU/higher sales volume MPLS.)

Fixed line telephone Fixed line telephone and value added service revenues decreased 6.5 percent to Baht 10.3 billion. This represented a slower rate of decline than the 13 percent in FY07 with greater contribution from new revenue streams such as IDD. Fixed line subscribers decreased 2.7 percent to 1,902,507 lines due mainly to the termination of the free installation promotion and continued impact from migration to mobile. ARPU decreased 8.5 percent to Baht 331.

True IDD revenues totaled Baht 320 million in FY08 with rapid migration of traffic from TrueMove subscribers to the True IDD service (006 prefix) since its full launch in July 2008. True and TrueMove IDD traffic accounts for 16 percent of the overall market, presenting a good opportunity to grow further.

WE PCT WE PCT service revenue in FY08 decreased 23.2 percent (to Baht 593 million) due mainly to mobile competition. The subscriber base fell 29.9 percent to 273,623, including impact from reclassification to exclude inactive subscribers in Q108. ARPU decreased slightly (0.5 percent) to Baht 171.

TrueMove 2008 was a challenging year for TrueMove with pricing, competition and IC payment leading to soft results. However, in Q4 TrueMove saw a clear recovery with service revenue increasing 4.2 percent Q-on-Q while net IC payment fell further since Q308.

FY08 service revenue, excluding IC, decreased 4.4 percent to Baht 22.8 billion.

EBITDA was 24.8 percent lower to Baht 5.7 billion with increased net IC payment (net payment of Baht 845 million in FY08 vs net IC gain of Baht 164 million in FY2007).

EBITDA margin, on a net IC basis, was lower at 24.3 percent in FY2008 (30.6 percent in FY2007).

TrueMove added 2.7 million net subscriber additions in FY2008, representing a 30 percent share in market net adds. ARPU fell 31.9 percent to Baht 130, partly due to dilution effect from new subscribers.

Part II

TRUETO: Financial Status

12 - 15

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Non-voice revenues have continued their steady growth, increasing 7.6 percent in 2008 to Baht 2.7 billion. The contribution increased to 11.8 percent of service revenue, excluding IC, from 10.4 percent in 2007. Usage gained momentum in the second half of 2008 after gaining back heavy users.

Operating expenses increased 1.3 percent to Baht 31.0 billion, mainly on depreciation and amortization, IC charges and SG&A from higher personnel expenses and general administrative expenses.

Interest expenses increased 3.8 percent to Baht 3.4 billion due partly to the full impact of high interest US bonds issued in 2007. Tax increased to Baht 361 million (compared with a gain of Baht 823 million in FY07) due to lower deferred income tax assets.

NIOGO was a loss of Baht 3.2 billion after factoring in a Baht 1.2 billion increase in income tax while bottom line loss was Baht 4.1 billion including a Baht 1.1 billion FX loss, mainly from the mark-to-market of foreign currency loans.

TrueVisions TrueVisions mass market strategy continued to gain momentum growing its overall subscriber base by 41.4 percent to 1.5 million. The mass market strategy also helped to provide greater opportunities to benefit from rising rural purchasing power. The proportion of overall upcountry subscribers increased to 49 percent in FY08 compared with 46 percent a year ago.

Subscribers of key bundling packages more than doubled to 819,176 and the upselling rate increased to 30 percent in FY08 from 19 percent in FY07. Paying subscribers (premium and standard packages) increased 26.8 percent to 799,837.

Service revenue increased 6.4 percent to Baht 9.4 billion, driven mainly by stronger growth in core subscription revenue at 6.1 percent compared with 4.1 percent recorded in FY07.

EBITDA increased 5.5 percent in FY08 to Baht 2.7 billion due mainly to revenue growth outpacing operating cost increases while EBITDA margin was maintained at 26.1 percent.

Operating expenses increased 5.5 percent to Baht 8.5 billion due mainly to higher network operating expenses (partly relating to content and staff costs), and depreciation and amortization expenses, offset partially by declines in marketing expenses.

Depreciation and amortization increased 12.1 percent to Baht 959 million due mainly to new investment in broadcasting and other equipment to accommodate an increase in the number of channels.

Interest expenses decreased 15.4 percent to Baht 370 million due to lower interest rates. Income tax decreased to Baht 424 million following reduction in deferred income tax.

Net income from ongoing operations (NIOGO) increased to Baht 1.2 billion, compared with a Baht 1.0 billion profit in FY07.

Part II

TRUETO: Financial Status

12 - 16

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Net profit was Baht 858 million after a Baht 285 million FX loss, compared with a Baht 1.4 billion profit in FY07 which included a Baht 344 million FX gain.

New TV channels such as “Hay-Ha” continued gaining popularity and remained in the top-rank of TrueVisions. TrueVisions will further increase revenue from mass market expansion through proactive content management while putting emphasis on customer retention by ensuring differentiation for premium packages compared to low-end packages.

Consolidated Balance Sheets and Cash Flows

(Unaudited)

FY 2008

(Baht in millions unless otherwise indicated)

FY 2007

% Change

(Restated)

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 Goodwill, net Intangible assets, net

5,757 7,992 20,333 54 71,380 12,381 3,557

6,316 12,685 25,261 18 74,683 12,381 3,534

(8.9) (37.0) (19.5) 197.0 (4.4) 0.0 0.6

Total assets Current liabilities Long term borrowings

116,951 33,265 70,646

125,259 32,946 76,231

(6.6) 1.0 (7.3)

Total liabilities

110,331

115,209

(4.2)

6,620

10,051

(34.1)

Cash flows from operating activities

11,894

10,364

14.8

Cash flows from investing activities

(7,503)

(6,311)

18.9

(7,283)

(7,318)

(0.5)

(5,055)

(2,950)

71.4

Total shareholder's equity Cash Flows

- Capex Cash flows from financing activities

1,103

NM

Beginning cash balance and effects of exchange rate changes

Net (decrease) increase in cash and cash equivalents

5,019

3,916

28.2

Ending cash balance

4,354

5,019

(13.2)

4,611

3,046

51.4

Free cash flows Note :

Part II

1/

1/

(665)

Free cash flows is defined as cash flows from operating acitvities minus Capex.

TRUETO: Financial Status

12 - 17

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Financial Position Assets x True’s consolidated assets amounted to Baht 116.9 billion as of December 2008, a decrease of 6.6 percent (Baht 8.3 billion) on year-end 2007, due mainly to decreases in trade account receivables (net) and Property, Plant and Equipment (PPE) (net). x Cash and restricted cash totaled Baht 5.8 billion, decreasing slightly from Baht 6.3 billion at year-end 2007. x Trade account receivables (net) decreased 37 percent to Baht 8.0 billion after starting to settle IC charges with AIS following TOT having granted approval to AIS regarding IC. x Property, Plant and Equipment (PPE), net, decreased Baht 3.3 billion to Baht 71.4 billion due mainly to depreciation and amortization expenses of Baht 10.2 billion outpacing new investment. During the year, True recognized impairment charges of Baht 102 million for IPTV equipment at True Digital Entertainment (TDE).

Liabilities x True’s consolidated liabilities decreased Baht 4.9 billion to Baht 110.3 billion at year-end 2008 due mainly to decreases in account payables and long-term borrowing (from debt repayment). x Trade accounts payable decreased Baht 5.3 billion to Baht 7.8 billion due mainly to the restating of IC payment with AIS. x Accrued expenses increased Baht 765 million to Baht 7.7 billion due mainly to TrueMove’s revenue sharing. x Long-term borrowings (including short-term portions) decreased by Baht 1.3 billion to Baht 80.5 billion (including Baht 6.1 billion in finance leases) due mainly to long-term loan repayment. x Other non-current liabilities increased Baht 551 million to Baht 2.6 billion due mainly to deposits received from customers.

Shareholders’ equity x Shareholders’ equity decreased by Baht 3.4 billion to Baht 6.6 billion due mainly to net loss for the year 2008 of Baht 3.4 billion.

Part II

TRUETO: Financial Status

12 - 18

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Liquidity and capital resources x True’s primary capital resources for the year 2008 were cash flows from operations, short-term borrowing and cash and cash equivalent carried forward from 2007. x Consolidated net cash flows from operations increased by Baht 1.5 billion to Baht 11.9 billion due mainly to a lower working capital requirement (Baht 2.2 billion).

The decrease in the working capital requirement was attributable mainly to decreases in trade receivables (non IC items) from lower receivables of True’s related companies. A decrease in account receivables relating to IC of Baht 3.6 billion was offset by a decrease in account payables-IC of the same amount. x Consolidated net cash flows used in investing activities increased by Baht 1.2 billion to Baht 7.5 billion due mainly to increases in short-term investment. x During 2008, True and its subsidiaries invested in CAPEX (PPE and intangible assets) of Baht 7.3 billion, of which Baht 4.2 billion was at TrueMove, Baht 2.4 billion at TrueOnline and Baht 614 million at TrueVisions. This represented a decline of Baht 35 million from 2007. x Free cash flows (cash flows from operations less CAPEX) increased by 51.4 percent (Baht 1.6 billion) to Baht 4.6 billion due mainly to higher cash from operations. x Cash flow used in financing activities was Baht 5.1 billion, including Baht 5.7 billion in long-term borrowings repayment (including Baht 1.1 billion for lease financing). There was net cash from short-term borrowing of Baht 679 million.

Conclusion True remained committed to de-leveraging in 2008. Compared to a year ago, True Group’s financial position improved further with Consolidated debt falling to Baht 75.6 billion (excluding finance leases), however, the net-debt-to-EBITDA ratio increased slightly to 3.7 times (from 3.5 times in 2007), excluding finance leases. True’s consolidated EBITDA to interest coverage was stable at 2.5 times.

In addition, Baht 6.38 billion of equity raised through the rights offering at the beginning of 2009 will further strengthen the Company’s cash position, providing a cash cushion to weather the economic climate as well as enabling True to explore business growth opportunities.

FUTURE PROJECTS In 2009, True Group and its subsidiaries plan to invest around Baht 7 - 8 billion to expand our businesses and to strengthen our convergence platform. This amount is approximately in line with last year’s capital expenditures. The major investments are:

Part II

TRUETO: Financial Status

12 - 19

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

Mobile Phone Business (TrueMove) TrueMove’s network population coverage at the end of 2008 was around 93 percent.

TrueMove plans to spend around Baht 3 – 4 billion in 2009 to expand its network capacity to accommodate expected growth in subscribers and increase its non-voice service capability to cope with market growth. We expect that this amount of CAPEX (approximately Baht 3 – 4 billion per year for 3 years) to cover required investment in existing GSM (2G) networks and in developing HSPA (3G) service on 850MHz frequencies.

Pay TV Business (TrueVisions) TrueVisions plans to invest in equipment to support market expansion. It also plans to invest in new channels, mainly for the mass market. TrueVisions’ total investment for 2009 is expected to be around Baht 200 million.

Fixed-line Phone and Data Service Business (TrueOnline) In 2009, we expect to spend around Baht 3.5 billion on TrueOnline as well as on product bundling. Most of the investment will involve the expansion of our Broadband network to increase capacity in the BMA and expand further upcountry. In addition, we also plan to add new service centers to express our 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.

12.5

Audit fees 1. Audit fees The audit fees and related expenses occurred during the year 2008 was Baht 24.05 million. The Company and subsidiaries paid during the year amount of Baht 16.11 million to the appointed auditing firm. The remaining fees of Baht 8.16 million will be paid in the following year 2. Other non-audit fees During the year 2008, 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 1.24 million of which Baht 0.24 million was paid during the year. The remaining of Baht 1.00 will be paid in the following year.

Part II

TRUETO: Financial Status

12 - 20

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

13. OTHER RELATED INFORMATION a) Ceasing the Independent Committee as its duty redundancy to the Audit Committee’s The Independent Committee was set up by resolution of the Board of Directors meeting in the year 2001. The Independent Committee consists of 2 Independent Directors, 1 KfW-nominated Director and 2 CP-nominated Directors. The duty of the Committee is to review the entering into highly significant connected transactions, in case of any major shareholders having a conflict of interests, Directors nominated by the said shareholder will abstain from the Independent Committee meeting when considering such a case.

In the year 2008, the Stock Exchange of Thailand (the “SET”) issued a new regulation, which states that the Audit Committee has the duty as delegated by the Company’s Board of Directors to review the connected transactions or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the law and the SET’s regulations, and are reasonable and for highest benefit of the Company. As a result of the new SET’s regulation, the duty of the Independent Committee is redundant to the Audit Committee’s duty.

Therefore, the Board of Directors meeting No 1/2552, held on 27th February 2009 passed a resolution to cease the Independent Committee because its duty is redundant to the Audit Committee’s duty. b) Change in the Company’s paid-up capital from rights offering The Extraordinary General Meeting of the Shareholders No. 1/2551 of the Company, held on 19th December 2008 passed a resolution to allot 10,000,000,000 new ordinary shares for offering to the existing shareholders in proportion to their respective shareholdings (rights offering). The Company had offered the aforesaid shares during 2nd - 6th February 2009 and the number of total shares subscribed is 3,272,563,248 shares. The Company has already received the proceeds and registered the change of paid up capital with the Ministry of Commerce on 17th February 2009 Consequently, as at 17th February 2009, the Company’s authorized capital is Baht 153,332,070,330 consisting of 14,633,873,051 ordinary shares with a par value of Baht 10 per share and 699,333,982 preference shares with a par value of Baht 10 per share.

The Company’s paid-up capital is Baht 77,757,424,030 comprising of 7,076,408,421 ordinary shares with a par value of Baht 10 per share and 699,333,982 preference shares with a par value of Baht 10 per share.

Part II

TRUETP: Other Related Information

13 - 1

Independent Director

Dr. Kosol Petchsuwan

Appendix 1

Independent Director and Chairman of the Audit Committee

Mr. Vitthya Vejjajiva

and Member of the Audit Committee

Independent Director

Position

Mr. Narong Srisa-an

Name

DIRECTOR’S INFORMATION (AS OF 31ST DECEMBER 2008)

69

72

81

Ownership

-

-

10,000 shares

(31/12/08)

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

-

-

Relationship

- Chairman 2000

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

Bachelor of Engineering, Imperial College London

Doctor of Philosophy (Engineering), Imperial College London

- Director Accreditation Program (DAP) - Audit Committee Program (ACP) - Chairman 2000

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

Barrister-at-law, Gray’s Inn

Bachelor of Laws, University of Cambridge, England

Master Degree of Arts, University of Cambridge, England

Master Degree of Laws, Harvard University, USA

Chairman of Executive Board, Thai Beverage Can Limited Chairman, Thanakorn Vegetable Oil Products Company Limited Director, Telecom Holding Company Limited

Chairman, Advance Agro Public Company Limited Vice Chairman and Vice Executive Chairman, Thai Beverage Public Company Limited Vice Chairman and Executive Chairman, Beer Thai (1991) Public Company Limited Chairman, Sura Banyeekhan Company Limited

Independent Director and Chairman of the Audit Committee, True Corporation Public Company Limited

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

1988

Chairman, The Aeronautical Radio of Thailand Limited Rector, King Mongkut’s Institute of Technology Ladkrabang

2000-2001 1986-1992

Director, Mahidol Wittayanusorn School (Public Organization) President, The Telecommunications Association of Thailand under Royal Patronage

Independent Director and Member of the Audit Committee, True Corporation Public Company Limited Independent Director and Chairman of the Audit Committee, ACL Bank Public Company Limited

2001-Present 2001-2005

Non-listed Companies

2004-Present

1999-Present

Companies Listed on the Stock Exchange of Thailand

1981 1979

1984

Chairman, K Line (Thailand) Company Limited and its subsidiaries Permanent Secretary of the Ministry of Foreign Affairs

1998-Present 1991-1992

Non- listed Companies

1998-Present

Companies Listed on the Stock Exchange of Thailand

Present

Non-listed Companies

Present

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

Chairman and Chairman of Executive Board, Oishi Group Public Company Limited

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

Major Experience

Honorary Master Degree of Economics, Thammasat University

Education

1

Annual Registration Statements (Report Form 56-1)

Appendix 1

Mr. Sumet Jiaravanon

Mr. Dhanin Chearavanont

Mr. Joti Bhokavanij

Name

Vice Chairman

Chairman

Independent Director and Member of the Audit Committee

Position

74

69

66

Ownership

(year)

150,000 shares

-

-

(31/12/08)

True Share

Age

True Corporation Public Company Limited

Mr.Chatchaval’s father

Mr. Soopakij’s father

Mr. Suphachai’s, Mr. Narong’s and

-

Relationship

Family

President & CEO, Thai Wah Group of Companies Managing Director and Consul-General of Denmark for Bangkok The East Asiatic (Thailand) Public Company Limited

2000-2001 1994-1997 1992-1994

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

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

Secondary School Sarasitphitayalai, Ratchaburi

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

The National Defence College of Thailand

Shantou Secondary School The People’s Republic of China

Commercial School Hong Kong

- Director Accreditation Program (DAP) - Chairman 2000

Director, Bangkok Inter Teletech Public Company Limited Director, Kingfisher Holdings Limited

Present

Chairman, True Corporation Public Company Limited Chairman, Charoen Pokphand Foods Public Company Limited Chairman, CP All Public Company Limited Honorary Chairman, Siam Makro Public Company Limited

Vice Chairman, True Corporation Public Company Limited

1993- Present Present

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

Non-listed Companies

1993-Present

Companies Listed on the Stock Exchange of Thailand

Non-listed Companies Present Honorary Chairman, True Move Company Limited Director, Bangkok Inter Teletech Public Company Limited Chairman and Chief Executive Officer, Charoen Pokphand Group Company Limited and its subsidiaries

Present

Companies Listed on the Stock Exchange of Thailand

Director, True Move Company Limited

2002-Present

Non-listed Companies

Chief Executive Officer, ACL Bank Public Company Limited Executive Chairman, TISCO Finance Public Company Limited

2004-2006 Marketing Management Programme, Stanford University, Graduate School of Business, USA

Programme for Management Development, Harvard Business School, USA

Independent Director and Member of the Audit Committee, True Corporation Public Company Limited

Companies Listed on the Stock Exchange of Thailand

Major Experience

1999-Present

Fellow of the Association of Chartered Certified Accountants, England

Education

2

Annual Registration Statements (Report Form 56-1)

Vice Chairman Group General Counsel

Mr. Athueck Asvanund*

Appendix 1

* Authorized Signatory

Vice Chairman

Mr. Chaleo Souvannakitti

and Company Secretary

Vice Chairman

Position

Dr. Ajva Taulananda

Name

57

80

71

Ownership

1,000,046 shares

3,350,000 shares

-

(31/12/08)

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

-

-

Relationship

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, USA

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

Chulalongkorn University

Bachelor of Accounting, Faculty of Commerce and Accountancy,

Master Degree of Business Administration, Indiana University, USA

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, USA

Major Experience

Deputy Minister, Ministry of Agriculture and Cooperatives Director, Subsidiaries of True Corporation Public Company Limited

Vice Chairman and Group General Counsel, True Corporation Public Company Limited Advisor to the Board of Directors, CP All Public Company Limited Company Secretary, True Corporation Public Company Limited

3

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

2002-Present Present 2001-2006 1978-1997 Present

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

1997-Present

Non-listed Companies

2008-Present

1997-Present

Companies Listed on the Stock Exchange of Thailand

Other Important Position : Chairman, Audit Committee Board of Trade of Thailand : Managing Director, Transport Company Limited : President, Bangkok Transit Authority

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

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

1991-1992 Present

Honorary Chairman, The Thai Chamber of Commerce and Board of Trade of Thailand

Vice Chairman, Charoen Pokphand Group Company Limited

Non-listed Companies

Companies 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

Doctorate of Industrial Engineering and System, Illinois Institute of Technology, USA 1992-Present

Honorary Doctorate of Engineering, Chulalongkorn University

Honorary Doctorate of Engineering, Ramkhamhaeng University

Honorary Doctorate of Management, The University of Thai Chamber of Commerce

Education

Annual Registration Statements (Report Form 56-1)

Appendix 1

* Authorized Signatory

Director, President and

Mr. Suphachai Chearavanont*

Chief Executive Officer

Position

Name

41

Ownership

(year)

1,250,000 shares

(31/12/08)

True Share

Age

True Corporation Public Company Limited

Mr. Narong’s younger brother

Mr. Dhanin’s son, Mr. Soopakij’s and

Relationship

Family

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

Bachelor of Business Administration in Financial Management Boston University, USA

Education

Senior Officer, the President’s Office

Chief Executive Officer, True Visions Public Company Limited Chief Executive Officer, True Move Company Limited

1992 Non-listed Companies 2006-Present 2002-Present

True Corporation Public Company Limited True Move Company Limited True Visions Public Company Limited Other subsidiaries of True Corporation Public Company Limited Pantavanij Company Limited CPPC Public Company Limited Chia Tai Enterprises International Limited Asia Freewill Company Limited Freewill Solutions Company Limited C.P. Pokphand Company Limited

-

Managing Director, Wire & Wireless Company Limited 2 Years with Vinythai Company Limited 1 Year with Soltex Federal Credit Union, USA 1 Year with Siam Makro Company Limited

Thailand under the Royal Patronage (TCT) Member of the Listed Companies Association (LCA) 2005-2007

4

of Tourism & Sports Member of the Thai Red Cross Eyebank Committee Director & Advisor of the Telecommunications Association of 2006-Present 1999-Present

Social Contributions & Other Experience 2007-Present Member of the Bid Committee of Bangkok for the Host City of the 1st Summer Youth Olympic Games in 2010, Ministry

Directorships

1991 1990 1989

Chairman, Pantavanij Company Limited Chairman, Freewill Solutions Company Limited Chairman, Wire & Wireless Company Limited President, Asia Multimedia Company Limited Chief Operating Officer, True Visions Cable Public Company Limited (Formerly named UTV Cable Network Public Company Limited)

Executive Vice President, Business Operations General Manager, East Region Senior Vice President, Planning and Project Coordination & Support Vice President, the Operation Room

1996 1995 1994 1993

2001-Present 2000-2005 1999-Present 1996 1995

President and Chief Executive Officer Senior Executive Vice President

1999-Present 1997

Companies Listed on the Stock Exchange of Thailand True Corporation Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)

Appendix 1

* Authorized Signatory

Mr. Vichaow Rakphongphairoj*

Group Chief Operating Officer Network & Technology

Director Managing Director and

Managing Director Group Investment

Director and

Mr. Chatchaval

Jiaravanon*

Director

Position

Mr. Soopakij Chearavanont*

Name

51

46

45

Ownership

1,627,058 shares

-

-

(31/12/08)

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

Mr. Sumet’s son

elder brother

Mr. Dhanin’s son, Mr. Narong’s and Mr. Suphachai’s

Relationship

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

Bachelor of Electrical Engineering Arizona State University, USA

Master Degree of Electrical Engineering University of Wisconsin, USA

Master Degree of Business Administration Pepperdine University, USA

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

Bachelor of Business Administration University of Southern California, USA

- None -

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

Bachelor of Business Administration, New York University, USA

Education

Director, Subsidiaries of True Corporation Public Company Limited

Charoen Pokphand Group Company Limited Vice Chairman, Real Estate and Land Development Business (Thailand), Charoen Pokphand Group Company Limited Vice Chairman, Marketing and Distribution Business (China), Charoen Pokphand Group Company Limited Director, True Move Company Limited

(China), Charoen Pokphand Group Company Limited Vice Chairman, Automotive Industrial Products and Finance Business,

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

Director, True Corporation Public Company Limited Director, CP All Public Company Limited

Director, Metro Machinery Company Limited Director, Subsidiaries of True Corporation Public Company Limited

1990-Present Present

Director, Subsidiaries of True Corporation Public Company Limited

Non-listed Companies Present

5

Region Director, Bangkok-Southeast Region Region Director, Bangkok-West Region

Director, Managing Director and Group Chief Operating Officer Network & Technology E.V.P., Business & Enterprise E.V.P., Central Operation & Information Technology 1996-1997 1995-1996

1998-2000 1997-1998

2000-Present

Companies Listed on the Stock Exchange of Thailand True Corporation Public Company Limited

2006-Present 1992-2005

President and CEO, Telecom Holding Company Limited CEO, True Multimedia Company Limited, True Internet Company Limited and Asia Infonet Company Limited Chairman, Thai Kodama Company Limited Director, Thai Kodama Company Limited

2000-Present 1997-Present

Non-listed Companies

Companies Listed on the Stock Exchange of Thailand 1993-Present Director and Managing Director-Group Investment, True Corporation Public Company Limited 2001-Present Director and Member of the Audit Committee, Ticon Industrial Connection Public Company Limited

Non-listed Companies Present

Present

Companies Listed on the Stock Exchange of Thailand

Major Experience

Annual Registration Statements (Report Form 56-1)

Director

Director

Director

Mr. Jens B. Bessai

Mr. Norbert Vay

Mr. Harald Link

Appendix 1

Director

Position

Mr. Umroong Sanphasitvong

Name

54

57

38

56

Ownership

50,000 shares

-

-

384,000 shares

(31/12/08)

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

-

-

-

Relationship

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

Aug 1, 2003-Present

Director, True Corporation Public Company Limited Director, CP All Public Company Limited

Present

Non-listed Companies

2001-Present Present

Companies Listed on the Stock Exchange of Thailand

Major Experience

- None -

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

MBA, St. Gallen University, Switzerland

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

MBA (Dipl. Kaufmann): University of Mannheim

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

Non-listed Companies KfW First Vice President & Head of Department KfW Vice President & Deputy Head of Department (Asset Finance and Export & Project Finance) KfW Project Manager Aircraft & Export - Financing BHF-Bank branch manager

Non-listed Companies 1987-Present

2000-Present 1998-Present

Chairman, B. Grimm Group of Companies

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

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

Companies Listed on the Stock Exchange of Thailand

1981-1988 1978-1981

2004-Present 1988-2004

6

Head of KfWâ&#x20AC;&#x2122;s South-East Asia Regional Office, Bangkok Senior Officer of KfWâ&#x20AC;&#x2122;s South-East Asia Regional Office, Bangkok KfW Export and Project Finance, Frankfurt am Main Deutsche Bank, Osnabruck

Companies Listed on the Stock Exchange of Thailand 2007-Present Director, True Corporation Public Company Limited

2007-Present 2006-2007 1998-2006 1990-1992

Non-listed Companies

Master Degree of Business Administration of J.W. Goethe-University of Frankfurt am Companies Listed on the Stock Exchange of Thailand 2007-Present Director, True Corporation Public Company Limited Main, Germany

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

Education

Annual Registration Statements (Report Form 56-1)

Appendix 1

Mr. Narong Chearavanont

Name

Director

Position

43

Ownership

84,000 shares

(31/12/08)

True Share

Age

(year)

True Corporation Public Company Limited

Family

and Mr. Suphachai’s elder brother

Mr. Dhanin’s son, Mr. Soopakij’s younger brother

Relationship

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Accreditation Program (DAP) (2550)

Harvard Business School, Harvard University

Advance Management Program: Transforming Proven Leaders into Global Executives,

Bachelor of Science, Major Business Administration, New York University, USA

Education

Deputy Chairman, Jinan Lotus Supermarket Chain Store Co., Ltd. Chairman, Shantou Lotus Supermarket Chain Store Co., Ltd.

2005 - Present 2004 - Present

President, Shanghai Lotus Supermarket Chain Store Co., Ltd. Director, Business Development Bank Director, Shanghai Lotus Supermarket Chain Store Co., Ltd. Director, Yangtze Supermarket Investment Co., Ltd. Director, Hong Kong Fortune Limited President, Shanghai Ek-Chor Distribution Co., Ltd. President, Ek-Chor Trading (Shanghai) Co., Ltd. President, Ek-Chor Distribution (Thailand) Co., Ltd.

2002 - Present 2001 - Present

1995 - 1997

2001 - 2003 1997 - 2002

Deputy Chairman, Beijing Lotus Supermarket Chain Store Co., Ltd. Deputy Chairman, Tianjin Lotus Supermarket Chain Store Co., Ltd. Director, Chia Tai Enterprises International Limited

2003 - Present

Chairman, Chester Food (Shanghai) Co., Ltd. Chairman, CP Food Product (Shanghai) Co., Ltd.

7

Chairman, Guangzhou Lotus Supermarket Chain Store Co., Ltd. Director, Foshan Nanhai Hua Nan Tong Trading Development Co., Ltd. Director, Guangdong Hua Nan Tong Trading Development Co., Ltd. Director, Xi’an Lotus Supermarket Chain Store Co., Ltd. Director, Tai’an Lotus Supermarket Chain Store Co., Ltd.

Executive Vice Chairman, Shanghai Lotus Supermarket Chain Store Co., Ltd. Executive Director, C.P. Pokphand Co., Ltd. Director, Beijing CP Lotus Co., Ltd. Deputy Chairman, Shi jia zhuang Lotus Supermarket Chain Store Co., Ltd. Director, Qingdao Lotus Supermarket Chain Store Co., Ltd.

True Visions Public Company Limited Chia Tai Distribution Investment Company Limited CPPC Public Company Limited Ningbo Beston Plastics Co., Ltd.

Director, Beston Action UtilityWear (Lian Yungang) Co., Ltd. Executive Director, Chia Tai Enterprise International Limited

Director, Director, Director, Director,

2007 - Present

Non-listed Companies 2008 - Present

Companies Listed on the Stock Exchange of Thailand 2008 - Present Director, True Corporation Public Company Limited 1999 - Present Director, CP All Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)

Appendix 1

Mr. Suphachai Chearavanont

Name

Director, President and Chief Executive Officer

Position

Executive Officers’ Information (As of 31st December 2008)

41

Ownership

1,250,000 shares

(31/12/08)

True Share

Age

(year)

True Corporation Public Company Limited

Family

Education

younger brother

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

Mr. Dhanin’s son, Bachelor of Business Administration in Financial Management Mr. Soopakij’s and Boston University, USA Mr. Narong’s

Relationship

True Corporation Public Company Limited True Move Company Limited True Visions Public Company Limited Other subsidiaries of True Corporation Public Company Limited Pantavanij Company Limited CPPC Public Company Limited Chia Tai Enterprises International Limited Asia Freewill Company Limited Freewill Solutions Company Limited C.P. Pokphand Company Limited

-

2005-2007

1999-Present

2006-Present

Thailand under the Royal Patronage (TCT) Member of the Listed Companies Association (LCA)

8

of Tourism & Sports Member of the Thai Red Cross Eyebank Committee Director & Advisor of the Telecommunications Association of

Social Contributions & Other Experience 2007-Present Member of the Bid Committee of Bangkok for the Host City of the 1st Summer Youth Olympic Games in 2010, Ministry

Directorships

1991

1 Year with Soltex Federal Credit Union, USA 1 Year with Siam Makro Company Limited

Chief Executive Officer, True Visions Public Company Limited Chief Executive Officer, True Move Company Limited

Non-listed Companies 2006-Present 2002-Present

1990 1989

Senior Officer, the President’s Office

1992

Chairman, Pantavanij Company Limited Chairman, Freewill Solutions Company Limited Chairman, Wire & Wireless Company Limited President, Asia Multimedia Company Limited Chief Operating Officer, True Visions Cable Public Company Limited (Formerly named UTV Cable Network Public Company Limited) Managing Director, Wire & Wireless Company Limited 2 Years with Vinythai Company Limited

Executive Vice President, Business Operations General Manager, East Region Senior Vice President, Planning and Project Coordination & Support Vice President, the Operation Room

1996 1995 1994 1993

2001-Present 2000-2005 1999-Present 1996 1995

President and Chief Executive Officer Senior Executive Vice President

1999-Present 1997

Companies Listed on the Stock Exchange of Thailand True Corporation Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)

Jiaravanon

Appendix 1

Mr. Athueck Asvanund

Mr. Chatchaval

Director Managing Director

Mr. Vichaow Rakphongphairoj

and Company Secretary

Vice Chairman Group General Counsel

Director and Managing Director Group Investment

Network & Technology

and Group Chief Operating Officer

Position

Name

57

46

51

Ownership

(year)

1,000,046 shares

-

1,627,058 shares

(31/12/08)

True Share

Age

True Corporation Public Company Limited

-

Mr. Sumetâ&#x20AC;&#x2122;s son

-

Relationship

Family

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, USA

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

Bachelor of Business Administration University of Southern California, USA

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

Bachelor of Electrical Engineering Arizona State University, USA

Master Degree of Electrical Engineering University of Wisconsin, USA

Master Degree of Business Administration Pepperdine University, USA

Education

E.V.P., Business & Enterprise E.V.P., Central Operation & Information Technology Region Director, Bangkok-Southeast Region Region Director, Bangkok-West Region

Director, Subsidiaries of True Corporation Public Company Limited

1998-2000 1997-1998 1996-1997 1995-1996 Non-listed Companies Present

CEO, 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

1997-Present

Present

Associate Judge, Central Intellectual Property and International Trade Court Baker & McKenzie Part-time Lecturer, Business Law, Faculty of Law, Chulalongkorn University

1978-1997 Present

9

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.

Vice Chairman and Group General Counsel, Subsidiaries of True Corporation Public Company Limited

Vice Chairman and Group General Counsel, True Corporation Public Company Limited Advisor to the Board of Directors, CP All Public Company Limited Company Secretary, True Corporation Public Company Limited

2001-2006

2002-Present Present

1997-Present

Non-listed Companies

2008-Present

1997-Present

Companies Listed on the Stock Exchange of Thailand

2006-Present 1992-2005 1990-Present

President and CEO, Telecom Holding Company Limited

2000-Present

Non-listed Companies

Companies Listed on the Stock Exchange of Thailand 1993-Present Director and Managing Director-Group Investment, True Corporation Public Company Limited 2001-Present Director and Member of the Audit Committee, Ticon Industrial Connection Public Company Limited

Director, Managing Director and Group Chief Operating Officer Network & Technology

2000-Present

Companies Listed on the Stock Exchange of Thailand True Corporation Public Company Limited

Major Experience

Annual Registration Statements (Report Form 56-1)

Appendix 1

Mr. Noppadol Dej-Udom

Name

Group Chief Financial Officer

Position

41

Ownership

210,000 shares

(31/12/08)

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

Relationship

Senior Vice President - Corporate Finance Vice President - Strategic Planning & Business Development Department

2000 - 2003 1998 - 2000

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

True Universal Convergence Company Limited True International Communication Company Limited Future Gamer Company Limited MKSC World Dot Com Company Limited True Music Company Limited

Director, Internet Knowledge Service Center Company Limited Director, NC True Company Limited.

Director, True Internet Data Center Company Limited.

Managing Director, True Universal Convergence Company Limited Managing Director, True Public Communication Company Limited Managing Director, True International Communication Company Limited Managing Director, True Internet Gateway Company Limited.

Managing Director, True Digital Entertainment Company Limited Managing Director, True Internet Company Limited Vice President, Corporate Finance & Business Development Department,

2006 - 2008 2004 - 2008 2003 - 2008 2007 - 2007 2007 - 2007 2007 - 2007 2006 - 2007 2005 - 2007 2003 - 2007 1997 - 1998

Asia Multimedia Company Limited

Director, BeBoydCG Company Limited Director, KSC Commercial Internet Company Limited

Director, True Magic Company Limited Director, Asia DBS Public Company Limited

Director, Telecom KSC Company Limited Director, True Money Company Limited Director, Asia Infonet Company Limited

Director, Internet Shopping Mall Company Limited Director, Online Advertising Goldsite Company Limited

Director, Director, Director, Director, Director,

Director, True Internet Company Limited

2004 - Present 2006 - 2008 2006 - 2008

Present

Non-listed Companies

Group Chief Financial Officer Director & General Manager - Online

2007 - Present 2003 - 2007

Bachelor Degree in Mechanical Engineering, Rensselaer Polytechnic Institute, USA

- Director Certification Program 101/2008

Companies Listed on the Stock Exchange of Thailand True Corporation Public Company Limited

Major Experience

Master Degree in Business Administration, Sasin Graduate Institute of Business Administration of Chulalongkorn University

Education

10

Annual Registration Statements (Report Form 56-1)

Appendix 1

Mr. Songtham Phianpattanawit

Managing Director Convergence Business and

Mr. Adhiruth Thothaveesansuk

International Services and Group Chief Operating Officer IT & CM

Managing Director Enterprise Customer &

Managing Director Business Customer

Position

Name

50

45

Ownership

700 shares

850,404 shares

(31/12/08)

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

-

Relationship

Related training programs held by the Thai Institute of Directors Association (IOD) - Director Certification Program (DCP no.54)

General Manager, Wire & Wireless Company Limited President, Asia Wireless Communication Company Limited

1998-2002 1998-2001

Managing Director - Enterprise Customer & International Services and Group Chief Operating Officer - IT & CM True Corporation Public Company Limited

Country General Manager / MD, IBM Thailand Company Limited Chairman, IBM Solution Delivery Company Limited Director, IBM Storage Product Thailand Company Limited Director, Sales & Marketing, IBM Thailand Company Limited Country Manager System Sales, IBM Thailand Company Limited Country Manager Finance & Administration and CFO, IBM Thailand Company Limited Service Business Executive, IBM Thailand Company Limited

2001-2003

1998 1997

2000

2001-2002

Director, True Internet Gateway Company Limited Director, Bangkok Inter Teletech Public Company Limited

Acting President, True Multimedia Company Limited President, Wire & Wireless Company Limited President, True Internet Data Center Company Limited Executive Committee, Pantavanij Company Limited Director, Freewill Solutions Company Limited

Executive Director - Corporate Solution, True Move Company Limited

2006-Present

Present

Non-listed Companies

Present

Companies Listed on the Stock Exchange of Thailand

Board of Director, True Visions Public Company Limited Chief Commercial Officer, True Move Company Limited

2002

President, Asia Wireless Communication Company Limited President, True Money Company Limited

Present

True Corporation Public Company Limited Executive Vice President, True Corporation Public Company Limited

Managing Director - Convergence Business and Managing Director - Business Customer,

Non-listed Companies

2001

Present

- Director Diploma of Australian Institution of Director 2005

Bachelor of Science (Computer Science), University of South Alabama, USA

Major Experience

Companies Listed on the Stock Exchange of Thailand

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, USA

Education

11

Annual Registration Statements (Report Form 56-1)

Appendix 1

Mr. Thiti Nantapatsiri

Name

Managing Director Pay TV Business

Position

54

Ownership

-

(31/12/08)

True Share

Age

(year)

True Corporation Public Company Limited

Family

-

Relationship

1992-2000

2001-2002

2006-Present

2007-Present

2008-Present

Panther Entertainment Company Limited Future Gamer Company Limited True Universal Convergence Company Limited Telecom KSC Company Limited

True Internet Company Limited Samutpakan Media Corporation Company Limited Cineplex Company Limited Click TV Company Limited

Director, True Magic Company Limited President & CEO, Hutchison CAT Wireless Multimedia Company Limited President & CEO, Hutchison Telecommunications (Thailand) Company Limited

Director, Online Advertising Goldsite Company Limited Director, BeBoydCG Company Limited

Director, MKSC World Dot Com Company Limited Director, True Music Company Limited Director, Internet Shopping Mall Company Limited

Director, True Visions Cable Public Company Limited Director, Satellite Service Company Limited

Director, Red Media Company Limited Director, IBC Symphony Company Limited

Director, Director, Director, Director,

Director, True Music Radio Company Limited Director, True Visions Public Company Limited

Director, Director, Director, Director,

Executive Vice President, Loxley Public Company Limited First Senior Vice President, Loxley Public Company Limited

1999-2003 1997-1999

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

Managing Director - Pay TV Business, True Corporation Public Company Limited

Present

Companies Listed on the Stock Exchange of Thailand

Major Experience

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

Education

12

Annual Registration Statements (Report Form 56-1)

Mr. Sumet

Mr. Joti

Mr. Chaleo

Dr. Ajva

Dr. Kosol

Mr. Chatchaval

Mr. Soopakij

Mr. Suphachai

Mr. Narong

Mr. Vitthya

Mr. Athueck

Mr. Harald

Mr. Vichaow

Mr. Umroong

Mr. Jens B.

Mr. Norbert

Mr. Narong

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

Chearavanont

Vay

Bessai

Sanphasitvong

Rakphongphairoj

Link

Asvanund

Vejjajiva*

Srisa-an*

Chearavanont

Chearavanont

Jiaravanon

Petchsuwan*

Taulananda

Souvannakitti

Bhokavanij*

Jiaravanon

Chearavanont

Appendix 1

* Independent Director

Mr. Dhanin

1.

Name

/ / / / / /

VC

/ / / / / /

VC

VC

/

VC

C

True

Information of Directors and Executive Officers (As of 31st December 2008)

True Corporation Public Company Limited

Subsidiaries/Associated Companies

Annual Registration Statements (Report Form 56-1)

/

/

/

/

/

/

/

/

/

/

/ /

/

/

/

/

/

/ /

/ / / / /

/

/

/

C = Chairman

/

/ / / /

/ / / /

/ / / / / / / / /

/

/ / /

/ / / / /

/ /

/

/

/

/

/ /

VC = Vice Chairman

/

/

/

/

/

/ /

/

/ / /

/ / /

/ / /

/ /

/ /

/ = Director

/

/

/

/ /

/ / /

/

/

/

/ / / / / / / / /

/ / / / / / / / /

/ / / / / / /

/ / / / / / /

/ /

/ /

/

13

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV PTE MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR Future Gamer OS

Cineplex Co., Ltd.

Red Media Co., Ltd.

CNP

RM

Online Advertising Goldsite Co., Ltd.

BeboydCg Co., Ltd.

True Magic Co., Ltd.

Online Station Co., Ltd.

KSC

OAGS

Beboyd

True Magic

OS

Appendix 1

True Music Co., Ltd. (Formerly named: Internet KSC Co., Ltd.)

KSC Commercial Internet Co., Ltd.

TMS

True Visions Cable Public Company Limited (Formerly named: UBC Cable Network Pcl.)

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

TPC

Panther Entertainment Co., Ltd. (Formerly named: True Fantasia Co., Ltd.)

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

TIG

PTE

True Distribution and Sales Co., Ltd.

TDS

TVSC

Thai Smart Card Co., Ltd.

Asia Remanufacturing Industries Co., Ltd.

ARM

True Move Company Limited

TMV

TSC

Telecom International China Co., Ltd. (Registerred in foreign)

Telecom Inter

True Internet Data Center Co., Ltd.

TIDC

Nilubon Co., Ltd. (Registerred in foreign)

Asia Wireless Communication Co., Ltd.

AWC

TA Orient Telecom Investment Co., Ltd. (Registerred in foreign)

Asia DBS Public Company Limited

Asia DBS

TA Orient

True Money Co., Ltd.

TMN

Full Name

Nilubon <BVI>

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

Wire & Wireless Co., Ltd.

TLR

W&W

True Lifestyle Retail Co., Ltd.

TE

K.I.N.

Telecom Holding Co., Ltd.

Tele Engineering and Services Co., Ltd.

TH

True Corporation Public Company Limited

True

Abbreviation

Remark:

True Corporation Public Company Limited

Future Gamer

TMR

TIC

TKSC

ISM

IKSC

MKSC

SSV

IBC

CTV

TUC

SM

SD

NC True

NEC

TVS

BITCO

CHV Music

K.I.N. <BVI>

TDE

TM

AI

True Internet

TT

TT&D

TI

TLS

TP

Abbreviation

Future Gamer Co., Ltd.

True Music Radio Co., Ltd. (Formerly named: Wave Worker Co., Ltd.)

True International Communication Co., Ltd. (Formerly named: N&T Communication Co., Ltd.)

Telecom KSC Co., Ltd.

Internet Shopping Mall Co., Ltd.

Internet Knowledge Service Center Co., Ltd.

MKSC World Dot Com Co., Ltd.

Satellite Service Co., Ltd.

IBC Symphony Co., Ltd.

Click TV Co., Ltd.

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

Samut pakan Media Corporation Co., Ltd.

Song Dao Company Limited

NC True Co., Ltd.

NEC Corporation (Thailand) Co., Ltd.

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

Bangkok Inter Teletech Public Company Limited

Channel [V] Music (Thailand) Co., Ltd. (Formerly named: Music Bus Co., Ltd.)

K.I.N. (Thailand) Co., Ltd. (Registerred in foreign)

True Digital Entertainment Co., Ltd.

True Multimedia Co., Ltd.

Asia Infonet Co., Ltd.

True Internet Co., Ltd.

True Touch Co., Ltd.

Telecom Training and Development Co., Ltd.

Telecom International Co., Ltd.

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

True Properties Co., Ltd.

Full Name

14

Annual Registration Statements (Report Form 56-1)

Mr. Montree

Mr. Chaturong

Mr. Kachorn

Mr. Anat

Mr. Kiyofumi

Mr. Non

Maj.Gen.M.R.Suphawat Khasemsri

Mr. William

Mr. Noppadol

Mr. Thanachai

Mr. Thavorn

Pol.GenNopadol Somboonsub

Mr. Wasan

Mr. Adhiruth

Mr. Peerapan

Mr. Visit

Mr. Songtham

Mr. Thiti

Mr. Sompol

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

Appendix 2

Gen. Suchinda

3.

Chanprasert

Nantapatsiri

Phianpattanawit

Rakvisitwong

Soonthornsaratoon

Thothaveesansuk

Ourrat

Nakbutr

Wongthongsri

Dej-Udom

Harris

Ingkutanon

Kusaka

Mekpaiboonvatana

Chiaravanont

Chatupparisoot

Navikapol

Kraprayoon

Arunanondchai

Mr. Sunthorn

2.

Tieanworn

Mr. Min

1.

Name

Subsidiaries/Associated Companies

Information of Directors of Subsidiaries / Associated Companies (As of 31st December 2008)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/ /

/

/

/

/

/

/

/

/

/

/

/

/

/ /

/

/

/

/

/

/

/

/

/

/

/

/

/ /

/

/

/

/

/

/

/

/

/

/

/

/ /

/

/ /

/ /

/ /

/ /

/ /

/

/ /

/

/ /

/ /

/ /

/

/

/ /

/ /

/

/

1

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV PTE MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR Future Gamer OS

Mr. Hans Roger Snook

Mr. Sompan

Mr. Takarki

Mr. Visit

Mrs. Phenthippha Dulyachinda

Mr. Sahai

Mr. Kosak

Mr. Pisit

Mrs. Preeprem

Mr. Watchara

Mrs. Uraiwan

Mrs. Alisa

Mr. Paisit

Mr. Fumiarki

Mr. Tochiya

Mr. Sanguansak Bhaesajsanguan

Mr. Chumanus

Mr. Taek-Jin

Mr. Christopher Dong Chung

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

41.

42.

43.

44.

Appendix 2

Dr. Vallobh

25.

Kim

Keshsathira

Matzuki

Yamada

Vatjanapagorn

Wannakarnsopon

Seangkeaw

Kanjanapun

Seriwong

Pakkasem

Chairasamisak

Supsunthornkul

Tantisunthorn

Hattori

Charumilinda

Vimolvanich

Bussadeegarn

Mr. Taj

24.

Kornseri

Mr. Kashem

23.

Name

Subsidiaries/Associated Companies

Information of Directors of Subsidiaries / Associated Companies (As of 31st December 2008)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

/

/ /

/

/

/

/

/

/

/ /

/ /

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/ /

/ /

/ /

/

/

/

2

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV PTE MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR Future Gamer OS

Col. M.L. Pongchomphunuch Thongtham

Mr. Terrence Michel Kamberland

Mr. Bearry Michel Smith

Mr. David George Len

Lee

Vijakkhana

Sriwattanathamma

Supachalasai

Uttapap

Mahapan

Suntharanund

Gen. Boonlert

Mr. Sarit

Mr. Daecha

Mr. Supoj

Mr. Wanniwat

Mr. Papon

Mr. Sayan

Mr. Jae Ho

Dr. Chitti

Dr. Jen

Mr. Songpol

Mr. Polpan

Mr. Supoj

Dr. Pishnu

48.

49.

50.

51.

52.

53.

54.

55.

56.

57.

58.

59.

60.

61.

62.

63.

64.

65.

66.

Appendix 2

Mr. Thaweechai Pureetip

Teinsumran

Mr. Vasu

47.

Ratanachaikanont

Srikraivin

Limsuansub

Singchinsuk

Jinnasith

Kaewprasith

Khunvasi

Bunajinda

Mr. Khanchit

46.

Singhaseni

Mr. Kajornsak

45.

Name

Subsidiaries/Associated Companies

Information of Directors of Subsidiaries / Associated Companies (As of 31st December 2008)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

/

/

/

/

/

/

/ /

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/

/ /

/

3

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV PTE MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR Future Gamer OS

Na Bangxang

Mr. Attaphon

Mr. Ongard

Mr. Vinit

Mr. Kul Pyo

Mr. Hyun Ku

Mr. Phonchai

83.

84.

85.

86.

87.

88.

Appendix 2

Pireepinart

Mr. Kreekorn

82.

Vinijchaikul

Kang

Hong

Lerdrattanachai

/

/

/

Sattayakitkajon

Mr. Sayan

81.

/

Sujaritpanit

Mr. Somkiat

80.

/

Vuntanadit

Mr. Suphakit

79.

Prapakamol

Longsomboon

Mr. Nipon

78.

/

/

Mrs. Worakanya Kosiyabong

77. /

/

Kosiyabong

Mr. Cheewin

76.

/

Boonorm

Mr. Yuthana

/

/

/

75.

/ /

Patcharasopark

Mr. Somboon

74.

/ /

Rungrojwutikul

Miss Surparsorn

73.

/

Paireepairit

Mr. Piroon

72.

/

Penrote

Mr. Kitikorn

71.

/

Kraprayoon

/ /

Mr. Janewit

/ /

70.

/

/

Rattanakul

/

Mr. Anotai

/

69.

/

Pol.Gen.Pornsak Durongkhaviboon

68.

/

Mr. Ardkit

Suntornwat

Annual Registration Statements (Report Form 56-1)

67.

Name

Subsidiaries/Associated Companies

Information of Directors of Subsidiaries / Associated Companies (As of 31st December 2008)

True Corporation Public Company Limited

/

/

/

/

/

/

/

/

/

/

4

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV PTE MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR Future Gamer OS

Mr. Mana

Mr. Isra

Mr. Sanga

Mr. Veerawat

Mr. Ngi

Mr. John Lau

Miss Laureen

Mr. Anthony

Miss Chalot Victoria Ister Berr

Mr. Suchart

Dr. Jay

Mr. Aroon

Mr. Terasak

Mr. Nimitr

92.

93.

94.

95.

96.

97.

98.

99.

100.

101.

102.

103.

104.

105.

Appendix 2

Mr. Park Sung

91.

Sukumaswin

Jerauswapong

Tatsanachantatanee

Jootar

Tangtrakool

Howard Day

Elizabeth Ong

Yu Leung

Mann

Karnchanadun

Suriyamongkon

Taulananda

Prapakamol

Jun

Yamato

Mr. Masayuki

90.

Kanetanasil

Mr. Sura

89.

Name

Subsidiaries/Associated Companies

Information of Directors of Subsidiaries / Associated Companies (As of 31st December 2008)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

/

/

/

/

/

/

/

/

/

/

/ / /

/

/

/ /

/ /

/

/

5

/

TH TP TE TLS TLR TI K.I.N TT&D W&W TT TMN True Internet Asia DBS AI AWC TM TIDC TDE Nilubon <BVI> K.I.N. <BVI> TA Orient CHV Music Telecom Inter BITCO TMV TVS TSC NEC ARM NC True TDS SD TIG SM TPC TUC CNP CTV RM IBC TVSC SSV PTE MKSC TMS IKSC KSC ISM OAGS TKSC Beboyd TIC True Magic TMR Future Gamer OS

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

TIG

KSC Commercial Internet Co., Ltd.

Online Advertising Goldsite Co., Ltd.

BeboydCg Co., Ltd.

True Magic Co., Ltd.

Online Station Co., Ltd.

TMS

KSC

OAGS

Beboyd

True Magic

OS

Appendix 2

Panther Entertainment Co., Ltd. (Formerly named: True Fantasia Co., Ltd.)

True Music Co., Ltd. (Formerly named: Internet KSC Co., Ltd.)

PTE

True Visions Cable Public Company Limited (Formerly named: UBC Cable Network Pcl.)

True Distribution and Sales Co., Ltd.

TDS

TVSC

Asia Remanufacturing Industries Co., Ltd.

ARM

Red Media Co., Ltd.

Thai Smart Card Co., Ltd.

TSC

RM

True Move Company Limited

TMV

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

Telecom International China Co., Ltd. (Registerred in foreign)

Telecom Inter

Cineplex Co., Ltd.

TA Orient Telecom Investment Co., Ltd. (Registerred in foreign)

TA Orient

CNP

Nilubon Co., Ltd. (Registerred in foreign)

TPC

True Internet Data Center Co., Ltd.

Nilubon <BVI>

True Money Co., Ltd.

TMN

TIDC

Wire & Wireless Co., Ltd.

W&W

Asia DBS Public Company Limited

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

K.I.N.

Asia Wireless Communication Co., Ltd.

True Lifestyle Retail Co., Ltd.

TLR

AWC

Tele Engineering and Services Co., Ltd.

Full Name

Asia DBS

Telecom Holding Co., Ltd.

TH

TE

Abbreviation

Remark:

True Corporation Public Company Limited

Future Gamer

TMR

TIC

TKSC

ISM

IKSC

MKSC

SSV

IBC

CTV

TUC

SM

SD

NC True

NEC

TVS

BITCO

CHV Music

K.I.N. <BVI>

TDE

TM

AI

True Internet

TT

TT&D

TI

TLS

TP

Abbreviation

Future Gamer Co., Ltd.

True Music Radio Co., Ltd. (Formerly named: Wave Worker Co., Ltd.)

True International Communication Co., Ltd. (Formerly named: N&T Communication Co., Ltd.)

Telecom KSC Co., Ltd.

Internet Shopping Mall Co., Ltd.

Internet Knowledge Service Center Co., Ltd.

MKSC World Dot Com Co., Ltd.

Satellite Service Co., Ltd.

IBC Symphony Co., Ltd.

Click TV Co., Ltd.

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

Samut pakan Media Corporation Co., Ltd.

Song Dao Company Limited

NC True Co., Ltd.

NEC Corporation (Thailand) Co., Ltd.

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

Bangkok Inter Teletech Public Company Limited

Channel [V] Music (Thailand) Company Limited (Formerly named: Music Bus Co., Ltd.)

K.I.N. (Thailand) Co., Ltd. (Registerred in foreign)

True Digital Entertainment Co., Ltd.

True Multimedia Co., Ltd.

Asia Infonet Co., Ltd.

True Internet Co., Ltd.

True Touch Co., Ltd.

Telecom Training and Development Co., Ltd.

Telecom International Co., Ltd.

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

True Properties Co., Ltd.

Full Name

6

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Annual Registration Statements (Report Form 56-1)

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

1.

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 Financial 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 17th February 2009 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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not certified the information contained in such documents.â&#x20AC;?

Part III

Correct Certification of Disclosed Information

1

Annual Registration Statements (Report Form 56-1)

True Corporation Public Company Limited

Name

Title

Signature

1. Mr. Suphachai Chearavanont

Director, President and Chief Executive Officer

………………………

2. Mr. Athueck

Asvanund

Vice Chairman and Group General Counsel

………………………

3. Mr. Vichaow

Rakphongphairoj Director, Managing Director ……………………… and Group Chief Operating Officer Network & Technology

4. Mr. Chatchaval Jiaravanon

Director and Managing Director Group Investment

………………………

5. Mr. Noppadol

Group Chief Financial Officer

………………………

Dej-Udom

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

2

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, 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

Srisa-an

Title

Signature

Independent Director

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Company Secretary

………………………

Mrs. Rangsinee Sujaritsunchai

Part III

Correct Certification of Disclosed Information

3

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Vitthya

Title

Vejjajiva

Signature

Independent Director and Chairman of the Audit Committee

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai Company Secretary

Part III

Correct Certification of Disclosed Information

………………………

4

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Dr. Kosol

Title

Petchsuwan

Signature

Independent Director and Member of the Audit Committee

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

5

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Joti

Title

Bhokavanij

Signature

Independent Director and Member of the Audit Committee

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai Company Secretary

Part III

Correct Certification of Disclosed Information

………………………

6

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Dhanin

Title

Chearavanont

Signature

Chairman

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

7

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Sumet

Title

Jiaravanon

Signature

Vice Chairman

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

8

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Dr. Ajva

Title

Taulananda

Vice Chairman

Signature

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

9

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Chaleo

Title

Souvannakitti

Signature

Vice Chairman

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

10

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Soopakij

Title

Chearavanont

Signature

Director

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

11

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Umroong

Title

Sanphasitvong

Signature

Director

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

12

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Jens

B.

Title

Bessai

Signature

Director

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

13

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Norbert

Title

Vay

Signature

Director

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

14

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such documents.”

Name

Mr. Harald

Title

Link

Signature

Director

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

15

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

2.

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 Mr. Noppadol Dej-Udom, 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 Mr. Noppadol Dej-Udom, 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

Chearavanont

Signature

Director

………………………

Authorized Person

Mr. Noppadol

Dej-Udom

Group Chief Financial Officer

………………………

Mr. Thanit

Vinijsorn

Director of Group Controller

………………………

Mrs. Rangsinee

Sujaritsunchai

Company Secretary

………………………

Part III

Correct Certification of Disclosed Information

16