DIF : Annual Report 2015 by ar.trueif

Digital Telecommunications Infrastructure Fund 2015 Annual Report From 1 January 2015 to 31 December 2015

2015 Annual Report - Digital Telecommunications Infrastructure Fund

Letter from the Asset Management Company April 11, 2016 To Unitholders, SCB Asset Management Co. Ltd. would like to submit the 2015 annual report of the Digital Telecommunications Infrastructure Fund (“The Fund”) for the period between 1 January 2015 and 31 December 2015 to unitholders. The Fund was registered on December 23, 2013 with Net Asset Value as of December 31, 2015 of THB 71,578.71 million or a net value of THB 12.3241 per unit. During the period between 1 January 2015 and 31 December 2015, the Fund’s total incomes and expenses were THB 5,900.73 million and THB 852.39 million, respectively, resulting in the net operating income in the period of THB 5,048.34 million. Regarding the overall economic and industrial outlook, the SCB Economic Intelligence Center (EIC), in its 2015 economic summary, stated that the Thai economy recovered at a sluggish pace in 2015. Thailand’s GDP grew by 2.8% in 2015, up from 2014 pace, when political instability dragged growth down to only 0.9%. Tourism and fiscal spending on economic stimulus measures were the main growth drivers in 2015. Nevertheless, the recovery was weak because of the strained global economic conditions, causing Thai exports to shrink, in turn depressing private investment. Drought conditions and the fall in prices for farm products eroded household purchasing power and spending. For the overall telecommunication industry in 2015, for the mobile service business, voice revenue and nonvoice revenue of the main three mobile operators including AIS, DTAC and True continued to grow. In 2015, total voice and non-voice revenue of these three operators grew at 4% compared to the prior year. The proportion of non-voice revenue to total revenue continues to grow as a result of changing consumer behavior which is geared toward much higher data consumption and lower voice minutes. For the overall landscape of the fixed broadband service business, there was a continued growth in the number of users and penetration rate. As of the end of 3rd quarter of 2015, total number of household users was at 6.18 million households or an increase of 3.1% compared to the prior quarter. The overall Thailand’s penetration rate also increased to 30.6% or an increase of 0.9% compared to the prior quarter. However, total revenue from the fixed broadband business was pressured by continuing decrease in the service rate (THB per kbps). In 2015, the Fund had some key developments including the investment in 1st additional telecommunications infrastructure business assets in March 2015 with a total investment value of THB 13,100 million. The 1 st additional telecommunications assets included (1) long-term leasehold and call option upon the expiration of the long-term leasehold contract and fulfillment of other conditions of fiber optic cables (FOC) for a distance

2015 Annual Report - Digital Telecommunications Infrastructure Fund of 303,453 core kilometers and (2) the right to receive net revenue including the ownership following the fulfillment of other conditions of 338 towers currently owned by True Group. This additional investment was fully funded by the credit facilities provided by a group of banks. In addition, in August 2015, the Fund had completed the name change process including its Thai and English name and the ticker of the Fund from TRUE Telecommunications Growth Infrastructure Fund (TRUEIF) to Digital Telecommunications Infrastructure Fund (DIF). The name change was aimed to make the name of the Fund consistent with its key strategy in terms of securing more third-party tenants and also investment in assets owned by other operators other than True Group and also to lessen investors and public’s confusion in terms of the Fund’s relationship with True Group and its independence. The SCB Economic Intelligence Center (EIC) forecasts that the Thai economy will grow at 2.5% in 2016. GDP is expected to continue recovering at a moderate pace, constrained both by weak exports, which will remain affected by China’s economic downturn, and by anemic consumer spending given the high level of household indebtedness and falling income in the agriculture sector. As a result, Thailand’s economic growth will depend on the effectiveness of fiscal measures at stimulating private investment. These include various tax measures, acceleration of the Public-Private Partnership (PPP) programs in infrastructure investment, and the Board of Investment’s enhancement of privileges and incentives for corporate investors. Early signs of progress became evident in late 2015, as many of the government’s large-scale projects moved forward to contract awards. The cabinet approved 20 transportation infrastructure projects, worth approximately THB 1.8 trillion. The advancement of these projects will push budget disbursement up to reach the target level set for fiscal 2016. Further, initiation of the projects will boost private-sector confidence and play a major role in stimulating the economy in 2016. In 2016, it is expected that the mobile service business will grow approximately 5% in line with the average growth in 2012-2014. The positive push will be from the 3G/4G network expansion, an increasing growth of data consumption, the conversion of traditional phone to smart phone. However, since the proportion of voice revenue continues to decline, the non-voice revenue is expected to be core revenue of all operators starting 2016. Regarding the fixed broadband service business, it is anticipated that True Group who is the anchor tenant of the Fund will continue to retain its number one position with higher market share. Regarding the fund management, DIF plans to seek higher profits from Thailand’s new and emerging trend in the telecommunication industry; namely, the infrastructure integration and sharing and the continuing search for additional investments in telecommunication infrastructure assets in order to fuel revenue and dividend growth to unitholders. The Fund has proposed this integration and sharing idea to all telecommunication service providers on the principle of shared slots. This infrastructure sharing is believed to have a strong expansion potential following the launch of the 4G license in Thailand that forces all operators to expand their

2015 Annual Report - Digital Telecommunications Infrastructure Fund 4G service to stay competitive as well as to satisfy consumerâ&#x20AC;&#x2122;s needs for faster wireless broadband internet service. Finally, SCB Asset Management Co Ltd wishes to express our gratitude to unitholders who have trusted us to manage your fund. We will manage this fund by taking into consideration your best interest under the principles of corporate governance for your satisfaction.

SCB Asset Management Company Limited

Sources: SCB Economic Intelligence Center (EIC)

2015 Annual Report - Digital Telecommunications Infrastructure Fund

Table of Contents 1

Fund Information ........................................................................................................................................... 1 1.1 Fund .......................................................................................................................................................................................1 1.2 Management Company .........................................................................................................................................................1 1.3 Fund Supervisor ....................................................................................................................................................................1

Policy and Overview of Industry and Implication on the Profit Seeking...................................................... 1 2.1 Vision, goal, target or strategy of the fund’s operation .........................................................................................................1 2.2 Major changes and milestones .............................................................................................................................................4 2.3 Relations with the asset management, or any of the major unitholders ...............................................................................6 2.4 Asset Information of the Fund ...............................................................................................................................................7 2.5 Seeking profit from the infrastructure business ..................................................................................................................11 2.6 Borrowing ............................................................................................................................................................................12

Overview of Industries Related to the Infrastructure Assets...................................................................... 14 3.1 Industry Overview................................................................................................................................................................14 3.2 Factors affecting the Fund’s future rent ..............................................................................................................................41 3.3 Marketing policy and competitions faced by the project ...................................................................................................43 3.4 Nature of products and services.........................................................................................................................................44

Risk Factors ................................................................................................................................................. 48 4.1 Risks Relating to the Fund ..................................................................................................................................................48 4.2 Risks Relating to the Telecom Infrastructure Business ......................................................................................................60 4.3 Risks Relating to True Group’s Telecommunications Business .........................................................................................68 4.4 Risks Relating to the Investment Units................................................................................................................................73

Legal disputes.............................................................................................................................................. 76

Other important information ........................................................................................................................ 77 6.1 Change of the Fund’s name ................................................................................................................................................77 6.2 The Fund Supervisor’s relocation .......................................................................................................................................77

2015 Annual Report - Digital Telecommunications Infrastructure Fund 6.3 Registrar’s relocation...........................................................................................................................................................78 6.4 Mutual Fund Supervisory Opinion .......................................................................................................................................79

Information of Investment Units of the Fund .............................................................................................. 81 7.1 Investment Units of the Fund ..............................................................................................................................................81 7.2 Unitholder Information .........................................................................................................................................................82 7.3 Total Payout Summary ........................................................................................................................................................83

Fund Management Structure ...................................................................................................................... 85 8.1 The Management Company................................................................................................................................................85 8.2 Telecom Asset Manager .....................................................................................................................................................96 8.3 The Fund Supervisor ...........................................................................................................................................................98 8.4 Investment Committee ......................................................................................................................................................100 8.5 Name, Address, and Office Number – Related Parties ....................................................................................................102 8.6 Historical Cases of Penalty and Fine ................................................................................................................................103

Supervision ................................................................................................................................................ 105 9.1 Supervision Policy .............................................................................................................................................................105 9.2 Sub-Committee..................................................................................................................................................................105 9.3 Supervision on the use of inside information ....................................................................................................................106 9.4 The Fund’s investment decision and management ..........................................................................................................106 9.5 Selection of the Asset Manager ........................................................................................................................................107 9.6 Supervision of the Asset Manager ....................................................................................................................................108 9.7 Monitoring the Fund’s interest ...........................................................................................................................................108 9.8 The Management Company’s fee .....................................................................................................................................109 9.9 Disclosure of information to unitholders............................................................................................................................109 9.10

Meeting and Voting Rights of Unitholders ...................................................................................................................110

9.11

Auditor’s fee .................................................................................................................................................................112

10 Social Responsibility.................................................................................................................................. 113 11 Internal control and risk management ...................................................................................................... 114

2015 Annual Report - Digital Telecommunications Infrastructure Fund 12 Connected Transaction ............................................................................................................................. 115 12.1

Transaction between the Fund vs. the Management Company and other related persons/Transaction relating to the

Management Company ...............................................................................................................................................................115 12.2

Transactions between the Fund vs. the Fund Supervisor and other persons relating to the Fund Supervisor .........115

12.3

Soft commission ...........................................................................................................................................................115

13 Key Financial Information.......................................................................................................................... 117 13.1

Financial Summary Tables ...........................................................................................................................................117

13.2

Financial Ratio ..............................................................................................................................................................121

14 Management Discussion and Analysis ..................................................................................................... 123 14.1

Analysis of past performance ......................................................................................................................................123

14.2

Forward looking statement ...........................................................................................................................................134

Section 1: Fund Operation of Digital Telecommunications Infrastructure Fund

2015 Annual Report - Digital Telecommunications Infrastructure Fund

1 Fund Information 1.1 Fund Name

Digital Telecommunications Infrastructure Fund

Ticker

DIF

1.2 Management Company Name

SCB Asset Management Company Limited

Address

7-8th Floor, SCB Park Plaza, Building 1 18 Ratchadapisek Rd., Chatuchak, Chatuchak, Bangkok 10900

Telephone

(66 2) 949 1500

Fax

(66 2) 949 1501

1.3 Fund Supervisor Name

KASIKORNBANK Public Company Limited

Address

33/4 The 9th Towers Grand Rama 9 (Tower A) Rama 9 Road, Huaykwang, Huaykwang, Bangkok 10310

Telephone

(66 2) 470 3201

Fax

(66 2) 470 1996 7

2 Policy and Overview of Industry and Implication on the Profit Seeking 2.1 Vision, goal, target or strategy of the fundâ&#x20AC;&#x2122;s operation The fund aims to be a leader to capitalize from the infrastructure integration and sharing in Thailand and to promote the use of telecommunication infrastructure offered by independent third party infrastructure providers on the principle of shared slots for the best interest of Thailand. This is a key concept actively Page 1

2015 Annual Report - Digital Telecommunications Infrastructure Fund promoted by the National Broadcasting and Telecommunications Commission (NBTC) to reduce redundant investments by mobile operators as an infrastructure construction is a capital-intensive business and thus tends to prevent the telecommunication business from being fully liberalized. The Management Company’s main goal in managing the Fund is to pay dividend to unitholders on a regular basis, to increase the Fund’s long-term Net Assets Value (NAV) and to seek an opportunity to additionally invest in an asset in order to increase investment return and the Fund’s NAV. Operating Strategy (a) To generate profit through operating leverage by achieving sales targets as anticipated which can be realized by maintaining good relationship with True Corporation Public Company Limited (“True”) and its subsidiaries and by seeking additional tenants and managing additional shared slots on the new 6,000 towers that True delivered to the Fund. The Fund’s strategy is to increasingly exploit the additional telecommunication towers and to increase investment returns where the Asset Manager is set to increase a number of tenants and to maximize the tenancy ratio on these additional towers to generate more revenues from the new towers. The Asset Manager will collaborate with planning and engineering network teams of other Thai mobile operators to seek new opportunities to use the Fund’s towers to respond to their network demands. By adding the number of tenants and by managing the shared slots to be rented by new customers, the Fund will be able to diversify its client base, increase its credit profile and maintain its long-term cash flow. New tenants and the management of the shared slots will materially improve the Fund’s operating margin since its incremental expenses from adding new tenants and managing new shared slots is minimal. These new telecommunication towers will be located at various sites nationwide and therefore will allow telecom operators to cover to the majority of population on 850 MHz, 900 MHz, 1800 MHz and 2100 MHz spectrums, making the new towers an interesting alternative for mobile operators to install the additional number of Node B compared to constructing their own towers. In addition, the Fund strives to maintain its relationship with True Group and its subsidiaries through a mutual agreement to expand the asset base which should mutually benefit both parties. Based on this strategy, the Fund will have additional slots to fuel its future growth while True Group will find this a costeffective way to expand its network.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund (b) To expand the Fund’s telecommunication asset size by acquiring assets that can be shared from True Group or other telecom operators. The example includes the 1st additional telecommunications infrastructure business assets that the Fund invested in March 2015. At the end of December 2015, True had completed the delivery of the 6,000 Additional Telecommunications Towers and other related passive telecommunication assets to the Fund in accordance with the agreement. In addition, upon the expiration of the HSPA Network-Equipment Leasing Agreement, the Fund is entitled to not only own AWC’s telecommunication towers but also to purchase, through a call option, BFKT towers. Furthermore, the Fund is granted the right of first offer under the Asset and Revenue Sale and Transfer Agreement to buy additional asset or net revenue that True Group will choose to sell. Additional assets that the Fund purchases from True Group will be subleased, operated and managed by companies within True Group as anchor tenant/operator; or by new tenant/operator of shared slots under a long-term sub-lease, operation and management agreement in which an initial rent will be fixed with price adjustment factors being pre-determined. In addition, to continue increasing the Fund’s cash flow which will be positive for paying unitholders an investment return, the Fund will additionally seek new asset from True Group or someone else that contribute a strategic value for the sharing of infrastructure by several operators. With a plan to expand the Fund’s telecommunication infrastructure asset size on the basis of having an agreement executed in advance only, the Fund plans to ensure that assets additionally acquired by the Fund are able to generate incomes as soon as they are bought since this will reduce the execution risk while increasing cash flow and investment returns to unitholders by (1) reducing the Fund’s initial investment expense; and (2) by immediately generating a return in form of rent as soon as the cash is paid to acquire the additional asset. Regarding other future net asset or income that the Fund will receive from True Group, the Fund will have an independent asset appraisal produce an appraisal report to ensure that the transaction is carried on an arm’s length basis and for the best interest of unitholders. (c) To make an additional investment in the Fund’s existing assets to enhance its hosting capacity in order to respond to higher demands The Fund aims to make an additional investment in the Fund’s existing assets to enhance its hosting capacity. Such capacity enhancement shall be conducted by the tenant of the Fund in order to increase the number of lease slots; thus, increasing total capacity of existing towers. For FOC, the improvement in efficiency and bandwidth of the FOC and UBB system can also be done to enlarge the asset capacity or to keep pace with changing technology. Particularly, the future improvement may include (1) the retrofit of

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2015 Annual Report - Digital Telecommunications Infrastructure Fund some towers to add more lease slots and (2) the improvement in the transmission system equipment and network equipment. The Fund plans to make an additional investment on existing assets only if the tenant of the Fund agrees to lease those enhanced assets with pre-determined lease rate and such additional investment shall benefit the unitholders in a long run. (d) To efficiently manage the fund to support long-term growth and the long-term allocation of investment return to unitholders The Fund plans to manage its balance sheet with discipline. This includes an attempt to cap its debt to equity ratio to not exceed 3:1 as required by the securities law and the Fund Scheme. In addition, the Fund will maintain high liquidity so that it can pursue existing strategies for business expansion as well as distribute cash for unitholders in the long run. In addition, according to the debt covenants as specified in the Facility Agreement that the Fund signed with its credit facility providers, the Fund shall maintain its Interest-Bearing Debt to EBITDA not to exceed the maximum of 4.0 times. The Management Company believes that prudent capital management while keeping risk at the current low level will enable the Fund not only to access enough funding sources both in terms of equity and debt in the future depending on market condition at the time but also to expand and enhance the Fund’s telecommunication infrastructure assets.

2.2 Major changes and milestones 2.2.1 The Fund invested in the 1st additional telecommunications infrastructure business assets in March 2015 The Fund invested in the 1st additional telecommunications infrastructure business assets which included:(1) the right to receive net revenue derived from the lease of telecommunications infrastructure business assets of Asia Wireless Communication Co., Ltd. (“AWC”), which comprise telecommunications towers of approximately 338 towers and other relevant passive telecommunications infrastructure (if any) owned by AWC, comprising the net revenue to be generated from and including 1 March 2015 (or other date as agreed upon by the Fund and AWC) until the expiry date of the lease agreement of additional AWC telecommunications towers between AWC and BFKT (Thailand) Limited (“BFKT”), as amended, (“AWC Leasing Agreement”), including ownership in such telecommunications towers and other related passive telecommunications infrastructure (if any) owned by AWC, following the expiry date of the AWC Leasing Agreement and fulfillment of other conditions to be determined in the asset and revenue sale and transfer agreement. The Fund will enter into the asset and revenue sale and transfer agreement with AWC; and

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2015 Annual Report - Digital Telecommunications Infrastructure Fund (2) Long-term leasehold with a term of not exceeding 20 years of AWCâ&#x20AC;&#x2122;s telecommunications infrastructure business assets, which comprise fiber optic cables (FOC) for a distance of approximately 7,981 kilometres (or approximately 303,453 core kilometres), including call option of the FOC upon the expiration of the term of the long-term leasehold and fulfillment of other conditions to be determined in the long-term lease agreement with the exercise price for the purchase of the ownership in such assets being THB 500 million. The Fund will enter into the long-term lease agreement with AWC. 2.2.2 The Fund signed an Amendment and Restatement Agreement relating the Master Lease Agreement dated 1 Oct 2014 with DTAC TriNet Co., Ltd in January 2016 In January 2016, the Fund entered into an Amendment and Restatement Agreement relating the Master Lease Agreement dated 1 Oct 2014 with DTAC Trinet Co., Ltd (DTN), a subsidiary under Total Access Communication Co., Ltd (DTAC). In the newly-signed agreement, DTN shows its intention to lease more telecommunications towers from the Fund compared to the number of leased slots DTN agreed with the fund in the Master Lease Agreement dated 1 Oct 2014 at 115 slots. Nevertheless, as the Fund needs to follow the Confidential Clause per the agreements signed with DTN, the Fund cannot disclose more details of the agreements until the official press release from the Fund and DTN is publicly announced. The additional rental revenue from leasing towers to DTN will be gradually recognized in the income statement, causing the expected rental revenue in 2016 to increase compared to that of 2015. This cooperation can be considered as an important step for an efficient and successful infrastructure sharing in Thailand.

Key Events since Fund Inception (Milestone) Key Events between Dec 27, 2013 (Fund Inception) and Dec 31, 2014 Listing and commencement of trading of Investment Units on

XD for dividend (THB 0.2643)

27 December 2013

2 May 2014

Anchor tenant announced recapitalization

9 June 2014

XD for dividend (THB 0.1938) 6 August 2014

DIFâ&#x20AC;&#x2122;s announcement of colocation with DTAC

29 October 2014

XD for dividend (THB 0.2603) 5 November 2014

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

Key Events for the year 2015 DIF’s announcement of the 1st additional asset acquisition 19 January 2015

XD for dividend (THB 0.2200)

Notification of Resolutions of the Unitholders' Meeting No. 1/2015

29 January 2015 27 February 2015

XD for dividend (THB 0.2350)

XD for dividend (THB 0.2365)

Change of the Fund name

XD for dividend (THB 0.2370)

8 May 2015

4 August 2015

31 August 2015

4 February 2015

2.3 Relations with the asset management, or any of the major unitholders a) Telecom Asset Management Company Limited (“TAM”), as the Telecom Asset Manager with duties to provide certain administrative and other services to the Fund, is a related person of the Fund according to the Notification of the Capital Market Supervisory Board No. Thor Nor. 1/2554 Re: Rules, Conditions and Procedures for Establishment and Management of Infrastructure Funds dated 10 January 2011 (as amended) (“TN. 1/2554 Notification”) because TRUE is the major shareholder of TAM (either directly or indirectly), while TRUE is a major unitholder of the Fund which holds more than 10 per cent of the total issued investment units of the Fund. b) Asia Wireless Communication Co., Ltd. (“AWC”), as the seller and the transferor of the right to receive revenue and assets, and the person leasing the telecommunications infrastructure business assets for additional investment no. 1 to the Fund, is a related person of the Fund according to TN. 1/2554 Notification because TRUE is the major shareholder of AWC (either directly or indirectly), while TRUE is the major unitholder of the Fund which holds more than 10 per cent of the total issued investment units of the Fund. c) BFKT (Thailand) Limited (“BFKT”), as the seller and the transferor of the right to receive revenue and assets, and the person leasing the telecommunications infrastructure business assets for additional investment no. 1 to the Fund, is a related person of the Fund according to TN. 1/2554 Notification because TRUE is the major shareholder of AWC (either directly or indirectly), while TRUE is the major unitholder of the Fund which holds more than 10 per cent of the total issued investment units of the Fund. Page 6

2015 Annual Report - Digital Telecommunications Infrastructure Fund d) True Universal Convergence Company Limited or TU is, as the lessee of telecommunications infrastructure business assets from the Fund, a related person of the Fund according to the definition thereof as prescribed in TN. 1/2554 Notification because TRUE is the major shareholder of TU (either directly or indirectly), while TRUE is a major unitholders of the Fund which holds more than 10 per cent of the total issued investment units of the Fund. e) True Move H Universal Communication Company Limited or TUC is, as the lessee of telecommunications infrastructure business assets from the Fund (new tower assets), a related person of the Fund according to the definition thereof as prescribed in TN. 1/2554 Notification because TRUE is the major shareholder of TUC (either directly or indirectly), while TRUE is a major unitholders of the Fund which holds more than 10 per cent of the total issued investment units of the Fund.

2.4 Asset Information of the Fund a) Overview of the existing telecommunications infrastructure business assets invested by the Fund The comparative overview of the initial telecommunications infrastructure business assets invested by the Fund and the telecommunications infrastructure business assets of the Fund following the investment in the Additional Telecom Infrastructure Assets is as set out below: Table 1: Telecommunications infrastructure business assets invested by the Fund at its inception: Form of investment

Right to receive net revenue and ownership in the assets upon fulfillment of conditions AWC BFKT

Entities entered to the transaction with the Fund Telecommunications 4,360 towers Towers Fiber optic cable (FOC) and transmission system equipment Upcountry broadband system

Ownership

Total amount of the assets

True

1,485 towers

6,000 towers

11,845 towers

9,169 links and FOC of 47,250 kilometres (680,400 core kilometres) -

FOC of 5,112 kilometres (122,974 core kilometres)

1.2 million

9,169 links and FOC of 52,362 kilometres (803,374 core kilometres) 1.2 million ports

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2015 Annual Report - Digital Telecommunications Infrastructure Fund Form of investment

Right to receive net revenue and ownership in the assets upon fulfillment of conditions

Ownership

Total amount of the assets

ports and FOC of 6,114 kilometres (198,085 core kilometres)

and FOC of 6,114 kilometres (198,085 core kilometres)

Table 2: Telecommunications infrastructure business assets of the Fund following the investment in the Additional Telecom Infrastructure Assets: Form of investment

Entities entered to the transaction with the Fund Telecommunications Towers Fiber optic cable (FOC) and transmission system equipment

Upcountry broadband system

Right to receive net revenue and ownership in the assets upon fulfillment of conditions

AWC

BFKT

True

Long-term leasehold + call option on assets upon fulfillment of conditions AWC

4,360 towers and 338 towers -

1,485 towers

6,000 towers

9,169 links and FOC of 47,250 kilometres (680,400 core kilometres)

FOC of FOC of 7,981 5,112 kilometres (or kilometres 303,453 core (122,974 kilometres) core kilometres)

1.2 million ports and FOC of 6,114 kilometres

Ownership

Total amount of the assets

12,183 towers 9,169 links and FOC of 60,343 kilometres (or 1,106,827 core kilometres) 1.2 million ports and FOC of 6,114 kilometres Page 8

2015 Annual Report - Digital Telecommunications Infrastructure Fund Form of investment

Right to receive net revenue and ownership in the assets upon fulfillment of conditions

Ownership

Long-term leasehold + call option on assets upon fulfillment of conditions

(198,085 core kilometres)

b) The details of asset as of December 31, 2015 as follows: Total Asset Fund (THB) Digital Telecommunications Infrastructure Fund

86,799,831,723.47

Total amount of the assets

(198,085 core kilometres)

Net Asset Value (THB)

Net Asset Value per unit (THB)

71,578,710,090.93

12.3241

Appraisal of the Initial Assets Company

BFKT (Thailand) Limited (“BFKT”)

Asia Wireless Communication Company Limited (“AWC”)

Type The right to the net revenues from telecommunications towers The right to the net revenues from fiber optic cable transmission grid

The right to the net revenues from telecommunications towers The ownership of 6,000 True Corporate telecommunications Public Company towers and other related Limited (“TRUE”) passive

Appraised Value Appraiser (THB million) Silom Advisory 4,003 Company Limited Silom Advisory 14,340 Company Limited Silom Advisory 12,787 Company Limited Silom Advisory 19,607 Company Limited

Valuation Date

Valuation Period

Appraisal Method

Income January 1, Approach 2015 – December according December 31, 2014 to the 31, 2027 with Fund’s terminal value structure

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2015 Annual Report - Digital Telecommunications Infrastructure Fund Type

Company

Appraised Value Appraiser (THB million)

Valuation Date

Valuation Period

Appraisal Method

telecommunications infrastructure for mobile telecommunications services The ownership of a core True Universal fiber optic cable grid and Convergence related transmission Company equipment and an Limited (“TU”) upcountry broadband system

20,814

Total

71,551

Silom Advisory Company Limited

Appraisal of the Telecom Infrastructure Assets for Additional Investment No. 1 Company Type Appraised Valuation Valuation Appraisal Value Appraiser Date Period Method (THB million) The right to the net Capital Plus revenues from Asia Wireless 15,797 Advisory telecommunications Communication Income 18,832 Company towers and long-term Company April 1, 2015 Approach Limited Limited (“AWC”) leasehold with a term of January 26, – December according not exceeding 20 years of 2015 31, 2046 with to the fiber optic cable (FOC), Silom terminal value Fund’s including call option of Advisory 16,903 – structure the FOC upon the Company 18,112 expiration of the term of Limited the long-term leasehold

c) Progress of the construction of uncompleted project Under the Asset Sale and Transfer Agreement between True Corporation Public Company Limited (“True”) and the Fund dated December 24, 2013, True will be obligated to deliver or procure the delivery of the new 3,000 towers due for the delivery by December 31, 2014 (“First Batch”) and the remaining Page 10

2015 Annual Report - Digital Telecommunications Infrastructure Fund 3,000 towers due for delivery by December 31, 2015 (“Second Batch”) (both related to as “Additional Telecommunications Towers”). At the end of December 2015, True completed the delivery of the 6,000 Additional Telecommunications Towers to the Fund in accordance with the agreement.

2.5 Seeking profit from the infrastructure business a) Agreements relating to the management or the seeking of profit from the infrastructure business The Fund signed an agreement in order to acquire telecommunication infrastructure asset as well as an agreement relating to the seeking of profit from such infrastructure. The list of the agreements is as follows: (1) Asset and Revenue Sale and Transfer Agreement I. II. III. IV. V. VI.

Asset and Revenue Sale and Transfer Agreement between BFKT and the Fund (“BFKT Asset and Revenue Sale and Transfer Agreement”) Asset and Revenue Sale and Transfer Agreement between AWC and the Fund (“AWC Asset and Revenue Sale and Transfer Agreement”) Asset Transfer Agreement between TU and the Fund (“TU Asset Transfer Agreement”) Asset Transfer Agreement between TRUE and the Fund (“TRUE Asset Transfer Agreement”) Asset and Revenue Sale and Transfer Agreement between the Fund and AWC in relation to investment in AWC Towers for Additional Investment No. 1 (“AWC Asset and Revenue Sale and Transfer Agreement for Additional Investment No. 1”)

(2) Sub-Lease, Operation and Management Agreement I. II. III.

IV.

Sub-Lease, Operation and Management Agreement between TUC and the Fund (“TUC SubLease, Operation and Management Agreement”) Sub-Lease, Operation and Management Agreement between TU and the Fund (“TU SubLease, Operation, Maintenance and Management Agreement”) Lease agreement of AWC Towers additionally constructed for the lease of AWC Towers for Additional Investment No. 1 between BFKT and AWC, including any amendments thereto (“Additional AWC Leasing Agreement”) Long-term lease agreement to be entered into between the Fund and AWC in relation to investment of AWC FOC for Additional Investment No. 1 (“Long-Term Lease Agreement in Relation to FOC for Additional Investment No. 1”) Agreement to be entered into between the Fund and TUC concurrently with the execution of the Long-Term Lease Agreement in Relation to FOC for Additional Investment No. 1 in relation to the leasing, operation, maintenance and management of AWC FOC for Additional

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2015 Annual Report - Digital Telecommunications Infrastructure Fund Investment No. 1 by TUC, whether in whole or in part (“FOC Sub-Lease, Operation and Management Agreement for Additional Investment No. 1”) (3) Master Services Agreement -

Master Services Agreement between TAM and the Fund (“Master Services Agreement”)

(4) Letter of Undertaking between TUC BFKT and the Fund (5) Letter of Support by TUC to BFKT (6) Lock-up Agreement between True and the Fund (“Lock-up Agreement”) Remark: For further information, please see the Fund's prospectus. b) Management or seeking of profit from the infrastructure business in the future If, in the future, the Fund will sign, amend or terminate any agreement relating to the management or the seeking of profit from the telecommunication infrastructure asset, and such signing, amendment or termination of any agreement relating to the seeking of profit from the telecommunication infrastructure asset of which the contract value exceeds THB 100 million or 30% of the Fund’s total asset value or higher at the time that agreement is signed, amended or terminated, the Fund may do so only upon getting a unitholders’ resolution, unless it’s the signing, amendment or termination of any contract of which the contractual value exceeds THB 100 million but accounts for less than 30% of the Fund’s total asset value at the time the contract is signed, amended or terminated that has been approved by the Fund Supervisor or as stipulated in the Fund Scheme. The contractual value mentioned above will be calculated based on all contractual values during the six-month period.

2.6 Borrowing (A) Source of Fund On 5 March 2015, the Fund entered into a borrowing agreement with a group of 5 banks and financial institutions. The conditions of the credit facilities that the Fund agreed with the group of banks and financial institutions are quite similar to those of credit facilities offered to most creditworthy major borrowers of commercial banks in Thailand and are in accordance with the same commercial terms as those an ordinary person would agree with any unrelated counterparty under the similar circumstances (arm’s length terms) with the bullet repayment date which is 5 years from the drawdown date. The borrowing is denominated in Thai THB with total facility of THB 13,100.00 million which was used to invest in the 1st additional telecommunications infrastructure business assets investment on 6 March 2015. The borrowing carries two types of interest rate including (1) floating rate at THBFIX plus 3% (which accounts

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2015 Annual Report - Digital Telecommunications Infrastructure Fund for approximately 80% of total loan amount) and (2) fixed rate of 5.5% (which accounts for approximately 20% of total loan amount). The interest will be repayable on a semi-annual basis and the borrowings will be full repayable on the final maturity date. The final maturity date will be 5 years after the first utilisation date. Furthermore, to get rid of interest rate risks resulting from the floating rate loan, the Fund entered into the interest rate swap agreement with banks to convert the floating rate to fixed rate, causing the overall weighted-average cost of debt after swap cost is 5.46%. The amount that the Fund needs to pay the swap counterparties or the amount that the Fund receives from the swap counterparties shall be recognized either as interest expense or interest income along the swap contract term and also there will be an unrealized gain or loss from the swap contract resulted from the monthly mark-to-market process. In addition, upon the due date of the repayment of the loan at the 5th year from the drawdown date, the Fund will consider seeking the most appropriate source of funds for the repayment of such debts in order to arrange an appropriate investment structure for the Fund at the time. That is, the management company may consider a single or multiple sources of funds, such as, securing credit facilities from commercial banks, issuance of debt instruments (not yet permitted under the current securities law) or capital increase. In the case that the above sources of funds are insufficient for repayment of debts and/or that the Fund is unable to seek sources of funds for repayment of debts in full, the Management Company may use the cash flow derived from the operations to repay the loan, thereby it might adversely affect the dividend to be received by the unitholders during the period that the debts must be repaid. (B) Borrowing Status of Fund for the year ended 31 December 2015 THB At 31 December 2015 Current Non-current Total borrowings

12,935,855,853 12,935,855,853

The movement in long-term borrowings can be analysed as follows: At 1 January 2015 Additional borrowings - Principals - Debt issuance costs Amortisation of debt issuance costs At 31 December 2015

THB 13,100,000,000 (196,500,000) 32,355,853 12,935,855,853 Page 13

2015 Annual Report - Digital Telecommunications Infrastructure Fund

3 Overview of Industries Related to the Infrastructure Assets 3.1 Industry Overview 3.1.1

Thailand mobile service industry overview Telecommunication sector is very important to Thailandâ&#x20AC;&#x2122;s economic development both in terms of providing infrastructure services and offering job opportunities to the public. This industry involves a number of players both in the upstream and downstream. For mobile service business, there are currently 3 major players including AIS, DTAC and TRUE who control approximately 98% of the market. In 2015, total revenue from mobile services totaling more than THB 200 billion or 1.7% of GDP, growing by 4% from 2014. In 2015, there were two auctions: one for 1800 MHz licenses and the other for 900 MHz licenses. AIS and TRUE won the 1800 MHz licenses while TRUE and JAS won the 900 MHz licenses. However, since JAS could not deliver the bank guarantee of approximately THB 72 billion as required by the Office of the NBTC within the specified deadline on March 21, 2015, the Office of the NBTC plans to launch another auction round for 900 MHz license in this coming June, 2016. The 4G auctions in 2015 are the key economic drivers for Thailand in the next few years because it would drive a substantial amount of new investment from the private operators who need to expand and strengthen their 4G network to satisfy consumerâ&#x20AC;&#x2122;s demand for much faster data service compared to the level of service provided by 3G network. Telecommunication Sector Landscape

Source: Analysis by SCB Economic Intelligence Center (EIC) Page 14

2015 Annual Report - Digital Telecommunications Infrastructure Fund A) Overall Landscape of Mobile Service Industry (1) Total number of mobile phone users At the end of 3th quarter of 2015, there were 83,053,966 mobile phone numbers, decreasing from the prior quarter by 34,566 numbers or -0.042%. From the total active numbers, prepaid users accounted for 68,731,647 numbers or 82.8% of total while postpaid users accounted for 14,322,319 numbers or 17.2% of total. The ratio between total registered mobile phone numbers to total population was 124%. Note: In the 1st quarter of 2015, AIS changed its definition for “active subscribers” causing the number of users to decline significantly from the prior quarter.

Summary of mobile phone users (by # of numbers) and penetration rate

Source: The NBTC Academy and Data Center

(2) Thailand’s Mobile Service Competitive Landscape The operators in the business can be grouped into 2 categories including (1) Mobile Network Operators – MNOs and (2) Mobile Virtual Network Operators – MVNOs per details in the following table.

Page 15

2015 Annual Report - Digital Telecommunications Infrastructure Fund Summary of MNOs and MVNOs in Thailand Operator

AIS

DTAC

TRUE

CAT

TOT

Mobile Network Operator

Advanced Info Services PLC (AIS)

Total Access Communication PLC (DTAC)

True Move Ltd. (TRUEMOVE)

CAT Telecom PLC (CAT)

TOT PLC (TOT)

Digital Phone Ltd. (DPC)*

DTAC TriNet Ltd. (DTN)

True Move H Universal Communication Ltd.(TMH)

168 Communication Ltd.

Loxley PLC (I-Kool 3G)

Advanced Wireless Network (AWN) Mobile Virtual Network

Real Move Ltd. (Real Move)

Samart I-Mobile Ltd. (i-mobile 3G) IEC International Engineering PLC. (IEC 3G) M Corporation PLC. (MOJO 3G)

Source: The Office of the NBTC Note: * The concession contract ended since 30 September 2013 and became an operator under the NBTCâ&#x20AC;&#x2122;s accouncement re: temporary protection for mobile users

(3) Market Share As of the 4th quarter of 2015, AIS had 45.56% market share based on the number of users, or an increase of 0.05% compared to the prior quarter. DTAC had 29.56% market share, or a decrease of 0.35% compared to the prior quarter. TRUE had 22.14% market share or a decline of 0.08% vs. prior quarter. Market Share for Mobile Service Business by the Number of Users AIS

DTAC

TRUE

Others

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

4Q15

Source: Analysis by EIC from data provided by the Office of the NBTC

Page 16

2015 Annual Report - Digital Telecommunications Infrastructure Fund (4) Degree of Competitiveness From market share data above, HHI1 for the mobile service business as of end of the 3rd quarter of 2015 was at 3,462, or a decrease of 18 points or 0.51% vs. prior quarter.

Q3-15

Q2-15

Q1-15

Q4-14

Q3-14

Q2-14

Q1-14

Q4-13

Q3-13

Q2-13

Q1-13

Q4-12

Q3-12

Q2-12

Q1-12

Herfindahl-Hirschman Index (HHI) of Mobile Service Industry

Note: Herfindahl-Hirschman Index (HHI) is a commonly accepted measure of market concentration for specific time interval. Source: Analysis by EIC from data provided by the Office of the NBTC

(5) Average Revenue per User (ARPU) In this context, ARPU is calculated by excluding interconnection charge which was still in a downward trend. At the end of 2015, mobile service ARPU was at THB 220, or an increase of THB 28 or 14.6% compared to prior year. For a deeper level analysis, it was found that the overall ARPU growth was driven by growth from prepaid segment as postpaid segment showed a decline. Prepaid segmentâ&#x20AC;&#x2122;s ARPU was THB 158, increased by THB 22 or 16.2% compared to prior year while the postpaid segmentâ&#x20AC;&#x2122;s ARPU was THB 521, decreased by THB 44 or -7.8% compared to prior year.

Page 17

2015 Annual Report - Digital Telecommunications Infrastructure Fund Historical ARPU Trend by Type of Services 1,400 Pre-paid

Post-paid

Blended

Baht/subscriber/month

1,200 1,000

800 600 400

200 0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Source: Analysis by EIC from data provided by the Office of the NBTC

AIS

DTAC

TRUE

(Pre-paid)

AIS

DTAC

TRUE

(Post-paid)

750 700 650 600 550 500 450 400 350 300 250 200 150 100 50

612 542 502

195 178 111

1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15

Baht/subscriber/month

Historical ARPU by Operator and by Type of Service

Source: Analysis by EIC from data from AIS, DTAC and TRUE

(6) Overall Mobile Service Revenue As of end of 2015, voice revenue accounted for 38.21% to total revenue, decreasing from the prior year by 7.79% while non-voice revenue accounted for 46.93%, increasing from the prior year by 7.93%. Other revenue accounted for 14.87%, slightly increasing from the last year proportion by 0.13%.

Page 18

2015 Annual Report - Digital Telecommunications Infrastructure Fund Proportion of Mobile Service Revenue Voice

Non-voice

Others

100% 14.87%

90% 80% 70%

46.93%

60% 50% 40% 30% 20%

38.21%

10% 4Q15

3Q15

2Q15

1Q15

4Q14

3Q14

2Q14

1Q14

4Q13

3Q13

2Q13

1Q13

4Q12

3Q12

2Q12

1Q12

4Q11

3Q11

2Q11

1Q11

4Q10

3Q10

2Q10

1Q10

Source: Analysis by EIC from data provided by the Office of the NBTC

In 2016, EIC forecasted that mobile servicers would grow approximately by 5%, in line with 20122014 CAGR. The positive factors are 3G/4G network expansion, continuing increase in data consumption, and the conversion to smart phone. However, the voice revenue would continue to decrease, causing the major revenue source to come from non-voice revenue. In a long run, voice revenue contribution would continue to decline while the data consumption growth would slow down. Besides, the mobile phone penetration rate will soon reach its saturation point. These factors would lower the growth prospect in 2017-2019 to 3-5% per year. Key factors that impact an industry trend -

Data consumption grows faster than expected causing the industry growth to be significantly higher than expected. Regulation on the service fee and price war may bring about negative effect on revenue Serious economic slowdown may impact voice revenue.

Page 19

2015 Annual Report - Digital Telecommunications Infrastructure Fund Voice and Non-Voice Revenue (AIS, DTAC, TRUE) Bn THB 240

228

220

205

200

188

180 160

208

216

169 152

140 120

100 16F

Source: Analysis by EIC as of 31 March 2016

Key drivers for declining voice revenue 1. Consumer behavior: More consumers have changed their consumption behavior toward more data consumption by choosing the package with data service which is more expensive that the voice-only package. This trend causes the operatorâ&#x20AC;&#x2122;s revenue to increase. Also, EIC expected that the ratio between data revenue and voice revenue would reach 120-130% and trending to reach 200% in a long run. 2. Smart phone sales: More conversion to smart phone causes non-voice revenue to grow accordingly. In 2016, smart phone sales are expected to increase significantly while the feature phone sales are expected to contract substantially. In a medium term, smart phone sales growth is expected to slow down, thus causing the slower growth on data consumption. 3. Mobile penetration: Mobile penetration has a direct impact on the overall revenue. EIC forecasted that in 2016, growth rate for the number of mobile numbers will be at 3%, slower than 5-year CAGR at 8%. This could be a signal for saturation point which will impact the industry in a medium and long run. From the above factors, EIC expected that non-voice revenue would be a key revenue contributor for all operators. In 2016, EIC anticipated that the growth would be 20%, fueled by 4G service initiation and the user conversion to 3G/4G. However, data consumption is expected to reach saturation stage in a medium and long run (10-15% growth rate in 2017-2019). Voice revenue contribution would continue to decline by 10% over years as in a medium and long run, consumers

Page 20

2015 Annual Report - Digital Telecommunications Infrastructure Fund are likely to change their communication way toward data communication, causing voice revenue to decrease to the lowest point. Non-voice/voice ratio Unit: %

120-130% 99% 74% 50% 37% 21%

26%

2016F

18%

Source: EIC Analysis based on information from operators as of 31 March 2016

(7) Mobile Penetration Rate Mobile penetration rate is an important indicator for mobile business revenue especially under the low-ARPU environment. If the mobile penetration rate can grow at a healthy rate, the revenue is likely to grow accordingly. In 2016, EIC viewed that the penetration rate will hit its saturation point, or an annual increase of only 2-3%, well below the 5-year historical CAGR at 8%. With a low penetration growth, the operatorsâ&#x20AC;&#x2122; total revenue is likely to grow at a slower rate compared to prior years. 4G expansion would be a driver for growth in a short run. However, if operators cannot change its strategy to convince customers to use more of data and other services, the saturated mobile penetration will fully and clearly hurt the revenue in a medium and long run.

Page 21

2015 Annual Report - Digital Telecommunications Infrastructure Fund Forecasted Mobile Penetration Rate in 2016-2018 3G/4G subscribers

2G subscribers

95 8

60 40

2018F

2017F

100

2016F

120

2015E

140

20 0

34 11

The impact from prepaid registration rule

Source: EIC Analysis based on information from BMI Research as of 31 March 2016

(8) Non窶天oice Revenue The auction for license to operate on 1800 MHz and 900 MHz was a key factor that fuels the high growth in data consumption. Nevertheless, EIC predicted that the growth of data consumption will not be as high as the growth that happened during the 2G-to-3G conversion period because the technical difference between 3G and 4G is not as big as the difference between 2G and 3G and the number of data consumers is closer to the saturation point as evidenced from 1-3% expected growth for mobile penetration rate in 2016-2019. In 2016, it is expected that data consumption would grow at 20% while for 2017-2019, it would grow at 10-15% per annum.

Page 22

2015 Annual Report - Digital Telecommunications Infrastructure Fund Non-voice revenue trend in 2016 Unit: %

Unit: Bn THB 300

60%

Non-voice Revenue (LHS)

Non-voice Revenue Ratio (RHS)

57% 49.8%

42%

200

100

40%

17%

20%

107

ď ž130

0% 2016F

Source: EIC Analysis based on information from operators as of 31 March 2016

(9) Voice Revenue The consumer trend toward more 3G/4G data usage driven by new chat applications used for communication such as voice on internet and video call has caused the voice revenue, which used to be a main revenue contributor for operators to significantly decline. Saturated and even declining voice revenue will have a direct impact on ARPU. EIC predicted that voice revenue would decline by 10% in 2016 and would account for a smaller portion of total service revenue excluding interconnection charge (below 50%).

Page 23

2015 Annual Report - Digital Telecommunications Infrastructure Fund Voice Revenue Trend in 2016 Unit: %

Unit: Bn THB 400

100%

Voice Revenue (LHS)

83%

Voice revenue ratio (RHS)

300

75% 58%

50.2%

200

43%

100

50%

25% 125

134

138

136

120

108

95-98

0% 2016F

Source: EIC Analysis based on information from operators as of 31 March 2016

(10) Game Changer for Mobile Service Operators

Partnership between operator and OTT

Sizable Growth in M-commerce

 Currently, Over the Top (OTT) business which provides free communication service via internet such as Skype, Whatsapp, and Line has gained substantial adoption from consumers. This trend has a direct negative impact on mobile operators.

 Nowadays, the consumer behaviors have changed significantly toward M-commerce which was expected to grow at 47% yoy in 2016.

 Partnership between mobile operators and OTT will help differentiate brands and stimulates a continuing growth in data usage.  In foreign countries, some operators have partnership with OTT. For example, Whatsapp has a partnership with E-Plus (German operator), which allows its customers to use Whatsapp unlimitedly without charge for data consumption.

 Several new players including foreign players entered this M-Commerce business recently. For instance, Line introduced Line Shop/Line Pay while True launched iTrueMart to provide online shopping service.  Consequently, operators need to adjust their strategy and discover new business models to attract their customers to use their platforms for online shopping and thus stimulating data consumption growth.

B) Key Changes and Drivers for Mobile Service Business Growth 1.

Auction for 1800 MHz and 900 MHz licenses

Page 24

2015 Annual Report - Digital Telecommunications Infrastructure Fund AIS and True won the 1800 MHz licenses while only True won the 900 MHz license. These two new licenses enable True to have a widest spectrum on hand, thus strengthening its competitive advantages over other operators. Although JAS could not manage itself to be #4 private operator, the competitive landscape still looks more intense because of near-saturation penetration rate that causes each player to try its best to retain its customer base and revenue growth. 2.

Introduction of new technologies to stimulate non-voice revenue

Operators need to revise their business strategy by introducing new technologies to continuously stimulate data consumption. For instance, AIS partnered with HOOQ to provide video on mobile service to its customers. 3.

Telecom tower sharing

Operators started to share telecom towers. For example, AIS and DTAC announced its cooperation for the tower exchange for 3G/4G expansion especially for towers in upcountry area. DTAC Trinet (DTN) which is DTACâ&#x20AC;&#x2122;s subsidiary agreed to lease towers from DIF. These trends would help reduce a resource redundancy and enable operators to expand their networks much faster with lower costs. C) Key risks and concerns for mobile service business 1.

Price war

When each operator reaches the point when each has a complete network, the price war in this business can be expected to steal customer base. This risk will have negative impact on all operators in this market. 2.

Thailandâ&#x20AC;&#x2122;s sluggish economy

Sluggish economic outlook might hurt GDP per capita and thus overall spending on mobile service especially spending on voice service among those customers with low ARPU. However, as mobile service is becoming non-discretionary consumption, such impact may not be substantial. D) Capital expenditure by operators The auction for 1800 MHz and 900 MHz licenses is the key driver for investment in mobile service network. The Office of the NBTC estimated that total investment for 4G network will not be less than the investment spent on the 2100 MHz spectrum (approximately THB 200 billion). In 2016, EIC predicted that total investments by all operators would be in a range of THB 80-90 billion. Most of the investment in 2015 would be on 4G network expansion to drive the coverage higher than 40% within Page 25

2015 Annual Report - Digital Telecommunications Infrastructure Fund 4 years per the Office of the NBTC’s timeline. In a medium term, the investment amount is estimated at THB 30-50 million and most of the amount would be spent on network improvement. Capital Expenditure by AIS, DTAC and TRUE Bn THB 100

90 80 70 60

Avg. (’10-’14): 38

Source: EIC Analysis based on information from operators

E) Comparison of mobile network spectrum used by each operator An operator with the large amount of spectrum is likely to provide better data service to customers as the wide amount of spectrum means faster data service. Comparison Summary Table for Spectrum Used by Each Operator in Thailand Spectrum

Total

Source: EIC Analysis based on information from operators as of 31 March 2016

Page 26

2015 Annual Report - Digital Telecommunications Infrastructure Fund Future auctions of licenses to replace the expiring licenses

Source: EIC Analysis based on information from the Office of the NBTC as of 31 March 2016

F) Estimated demand and supply for telecom towers in Thailand and key drivers for infrastructure sharing (1) Demand for telecommunication towers: After getting the 3G licenses on 2100 MHz spectrum and 4G licenses on 1800 MHz and 900 MHz spectrum, each operator including AIS, DTAC and True is to have enough BTS slots for its 3G and 4G platform to command the network coverage nationwide while provide fast network to compete with competitors. In the graphic below, the Fund Manager and Telecom Asset Management Co Ltd, as our Asset Manager, come up with BTS slot demands by AIS and DTAC on telecom towers based on public information and estimates which show that the two operators still look for a lot of telecom towers (AIS requires 4,500 more towers while DTAC is expected to require more than 11,500 towers) where they can choose between building their own towers or leasing them. (2) Supply of telecommunication towers: Thailand is estimated to have more than 65,000 telecommunication towers but unused slots in 80% of these towers are not marketed to seek additional tenants because (1) more than 33,500 telecommunication towers are currently under legal disputes over the tower ownership between original concession grantors; namely, TOT and CAT Telecom, vs. past concessionaires; namely, AIS, DTAC and True Group; (2) another 6,000 towers, although owned by True Group, can be exclusively leased by CAT Telecom; and (3) approximately 10,000 towers are new towers built by AIS and DTAC after getting a license mainly for their own use, not for leasing to others. As a result,

Page 27

2015 Annual Report - Digital Telecommunications Infrastructure Fund the Fund’s 6,000 telecommunication towers, TOT’s and CAT Telecom’s 7,500 telecommunication towers available for rent. These are the only supply being actively marketed to seek additional tenants on idle slots. (3) Key drivers for telecommunication tower sharing: In the past, Thailand’s mobile operators never shared telecommunication towers with one another since each of them usually built their own towers for their own use. However, as the country is entering the telecom liberalization period, the sharing of the towers among mobile operators is highly encouraged by the NBTC in order to reduce investment redundancy as investment in the building of new towers is capital-intensive and it consequently prevents new players from entering the business. The fact that the Fund is leasing telecommunication towers to any operator allows them to improve their service quality without wasting time to build new towers since the expansion of the 3G and 4G network requires each mobile operator to use far more towers due to its high frequency platform compared to the past when they operated on low frequency spectrum. In addition, the sharing of towers also reduces an environmental impact, lessens visual pollution and wastes fewer national resources. Without the sharing, each operator will unnecessarily have to build towers in close proximity aside from the fact that each tower fails dismayingly to be exploited to its maximum economic value. Forecasted demand and supply of telecommunication towers in Thailand

Page 28

2015 Annual Report - Digital Telecommunications Infrastructure Fund Thailand's fixed broadband telecommunications industry A) The number of registered fixed broadband service users At the end of the 3rd quarter of 2015, there were 6,175,167 registered fixed broadband service users in Thailand showing an increase of 183,869 users or 3.1% compared to the prior quarter. In terms of the penetration rate of fixed broadband service, the rate kept increasing continuously and reached 30.6% of household at the end of 3rd quarter of 2015, increasing by 0.9% vs. prior quarter. The number of registered fixed broadband service users and penetration rate

Q3-15

Q2-15

Q1-15

Q4-14

Q3-14

Q2-14

Q1-14

Q4-13

Q3-13

Q2-13

Q1-13

Q4-12

Q3-12

Q2-12

Q1-12

Penetration Rate

The number of users

Source: The NBTC Academy and Data Center

Q3-15

Q2-15

Q1-15

Q4-14

Q3-14

Q2-14

Q1-14

Q4-13

Q3-13

Q2-13

Q1-13

Q4-12

Q3-12

Q2-12

Proportion of High-Speed Internet Connection by Connection Type

Q1-12

3.1.2

Source: IDC Research (Thailand)

From information provided by IDC Research (Thailand), it is found that as of the end of 3rd quarter of 2015, xDSL is the major type of connection accounting for 50.3% of total connection, followed by FTTP which accounted for 24.7%, Internet leased line for 9.1%, cable modem for 7.1%, and FWA Page 29

2015 Annual Report - Digital Telecommunications Infrastructure Fund 6.4%. From the trending perspective, it is likely that xDSL will continue to decline while other types of connections continue to grow. B) Key players in the fixed broadband business There are three key players in the fixed broadband hi-speed internet business including True Internet (TRUE), TOT Public Company Limited (TOT) and Triple T Broadband Public Company Limited (3BB). C) Market share A the end of the 3rd quarter of 2015, TRUE had the largest market share at 37.6%, followed by 3BB with 31.6% market share and TOT with 21.1% market share. Other smaller operators had 9.8% market share. Considering the market share trend since 2012, it is evident that True, 3BB and other smaller operators has continued to gain market share while TOT has lost its market share gradually. Market share trend for hi-speed internet service

Source: The Office of the NBTC

D) Level of Competitiveness From the above market share picture, HHI for hi-speed internet service had a declining trend from the first quarter of 2012 to the 2nd quarter of 2015. However, HHI started to recover in the 3rd quarter of 2015 when HHI reached 2,950, slightly increasing from the prior quarter by 20 points or 0.7%.

Page 30

2015 Annual Report - Digital Telecommunications Infrastructure Fund HHI for Hi-Speed internet service based on the number of users

Source: The Office of the NBTC

Industryâ&#x20AC;&#x2122;s total revenue from hi-speed internet service

Source: The Office of the NBTC

In terms of overall revenue, it was evident that total revenue from operators had an upward trend. In the first quarter of 2015, total revenue reached THB 12.602 billion, increasing from the prior quarter by THB 503 million or 4.2%.

Page 31

2015 Annual Report - Digital Telecommunications Infrastructure Fund E) Service fee rate Hi-speed internet fee rate is measure in terms of THB per kbps. The rate has a continuous downward trend. From the latest data as of the 3rd quarter of 2015, the rate was at THB 0.07 per kbps, decreasing from the prior quarter by THB -0.01 or -13%. H-speed internet service fee (THB/kbps)

Source: The Office of the NBTC

3.1.3

Thailand's wireless broadband telecommunications industry A) The number of wireless broadband unique subscribers The number of wireless broadband unique subscribers has been increasing constantly. Based on GSMA information as of the end of the 3rd quarter of 2015, there was 32,700,370 unique users, increasing from the prior quarter by 414,028 users or +1.3%. The number of wireless broadband unique users

Page 32

2015 Annual Report - Digital Telecommunications Infrastructure Fund Source: GSMA Intelligence

The number of 2G users has been declining unceasingly. At the end of the 3rd quarter of 2015, there were 4,781,263 2G unique users, representing 14.6% of total wireless broadband users. This showed a decrease of 19,559 users or -0.4% compared to the prior quarter. On the other hand, the number of 3G and higher technology users has been increasing continuously. At the end of the 3rd quarter of 2015, there were 27,919,107 unique users or 85.4% of total wireless broadband users. This showed an increase of 433,587 users or +1.6% compared to the prior quarter. Regarding the wireless broadband penetration rate, it has been increasing. At the end of the 3rd quarter of 2015, the penetration rate was 48.5%, increasing from the prior quarter by 0.6%. The penetration rate for 2G service was 7.1%, unchanged from the prior quarter while the 3G and above penetration rate was 41.4%, increasing from the prior quarter by 0.6%. The number of wireless broadband unique users

Source: GSMA Intelligence

B) Market landscape The market landscape for wireless broadband industry is similar to the market landscape of mobile service industry because the mobile operators normally also offer wireless broadband service to customers.

Page 33

2015 Annual Report - Digital Telecommunications Infrastructure Fund Summary of Wireless Broadband Operators Mobile Service Operator

AIS

DTAC

TRUE

CAT

TOT

Mobile Network Operator

Advanced Info Services PLC (AIS)

Total Access Communication PLC (DTAC) DTAC TriNet Ltd. (DTN)

True Move Ltd. (TRUEMOVE)

CAT Telecom PLC (CAT)

TOT PLC (TOT)

168 Communication Ltd.

Loxley PLC (I-Kool 3G)

Digital Phone Ltd. (DPC)*

True Move H Universal Communication Ltd.(TMH)

Advanced Wireless Network (AWN) Mobile Virtual Network

Real Move Ltd. (Real Move)

Samart I-Mobile Ltd. (i-mobile 3G) IEC International Engineering PLC. (IEC 3G) M Corporation PLC. (MOJO 3G)

Source: The Office of the NBTC Note:* It provides service per the NBTC’s accouncement re: temporary protection for mobile users after the end of concession contract.

C) Service revenue The revenue generated from wireless broadband business has been increasing continuously. Nonvoice revenue for Q3/2015 earned by the main three operators including AIS, DTAC and TRUE was at THB 27.912 billion, increasing from the prior quarter by THB 1.163 billion or + 4.3%. Non-voice revenue earned by AIS, DTAC and TRUE

Source: The operators’ websites

Page 34

2015 Annual Report - Digital Telecommunications Infrastructure Fund D) Market share Regarding the market share for wireless broadband business calculated from the sharing of nonvoice revenue, at the end of Q3/2015, AIS had the largest market share at 50.6%, increasing from the prior quarter by 0.2%, followed by DTAC which controlled 27.9% market share, decreasing by 0.5% and TRUE who had 21.5% market share, increasing from the prior quarter by 0.4%. Wireless broadband market share based on non-voice revenue as of Q3/2015

Source: The Office of the NBTC

For the market share trending analysis, it can be seen that since 2012, AIS’s and DTAC’s market share has been trending slightly downward while True’s market share has been on the upward trend. Wireless broadband market share based on non-voice revenue Q1/2012 - Q3/2015

Source: The Office of the NBTC

Page 35

2015 Annual Report - Digital Telecommunications Infrastructure Fund E) Level of Competition From the market share data above, the HHI for wireless broadband business as of Q3/2015 was at 3,799, increasing from the prior quarter by 1 point or 0.03%. It is evident that between 2012-2013 HHI had a downward trend and afterwards the slight upward trend has come back. HHI for wireless broadband business

Source: The Office of the NBTC

F) Service fee Based on data compiled by The Office of the NBTC, it is found that as of Q3/2015, wireless broadband service fee for AIS, DTAC and TRUE was THB 0.17/MB, THB 0.18/MB, and THB 0.16/MB respectively. HHI for wireless broadband business

Source: The Office of the NBTC

Page 36

2015 Annual Report - Digital Telecommunications Infrastructure Fund Thailand's broadband internet access market A) Operators Nowadays, there are several operators offering various connection types of broadband services. There are 32 licensed operators including 21 operators who provide services via more than one network type and 11 operators who provide services via one network type. Summary of licensed operators in broadband internet access industry

Source: The Office of the NBTC Page 37

Submarine

Satellite

Frequency

TOT CAT Telecom TripleT Broadband True Universal Convergence Metropolitan Electricity Authority DTAC TriNet Provincial Electricity Authority Super Broadband Network TripleT Global Net CS Loxinfo Loxley Advanced Wireless Network Jastel Network Otaro World Corporation Symphony Communication Interlink Telecom Real Future Amnex United Information Highway KIRZ RTS 2003 (NEW) Information Highway Fiber To The Home (FTTH) Milcom System Super Hispeed Internet SIMAT TECHNOLOGIES Sync Technologies Platt Nera Sophon Broadband Network Digital Research and Consulting Otaro ELITE TECH TELECOM

WiFi

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32

Coaxial

Operator

Optic Fiber

No.

Copper

Network Type Power Line

3.1.4

2015 Annual Report - Digital Telecommunications Infrastructure Fund Summary of licensed operators and their types of licenses License Type No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32

3rd Type of License

Operator TOT CAT Telecom TripleT Broadband True Universal Convergence Metropolitan Electricity Authority DTAC TriNet Provincial Electricity Authority Super Broadband Network TripleT Global Net CS Loxinfo Loxley Advanced Wireless Network Jastel Network Otaro World Corporation Symphony Communication Interlink Telecom Real Future Amnex United Information Highway KIRZ RTS 2003 (NEW) Information Highway Fiber To The Home (FTTH) Milcom System Super Hispeed Internet SIMAT TECHNOLOGIES Sync Technologies Platt Nera Sophon Broadband Network Digital Research and Consulting Otaro ELITE TECH TELECOM

nd Type of 3rd Type of 2 License Internet (Network License Ownership)

√ √ √ √ √ √ √ √

√

√ √

√

√ √ √ √

√

√ √

√

√ √ √ √

√

√ √ √ √ √ √ √ √ √ √ √ √

Source: The Office of the NBTC

From the table above, it is found that there are 5 licensees who have their own network and have more than one license. There are 18 licensees with the 3rd type of license and 6 licensees with the 3rd type of internet license. There are 5 licenses with only 2nd type of license.

B) Amount of broadband internet access usage Page 38

2015 Annual Report - Digital Telecommunications Infrastructure Fund Amount of broadband internet access usage has been increasing continuously. As of Q3/2015, the amount reached 4,925.97 Gbps, increasing from the prior quarter by 0.24%, from the same quarter in the prior year by 4.11%. Fiber optic technology represented the biggest share, followed by xDSL technology. Amount of broadband internet access usage by technology

Source: IDC Research (Thailand)

Amount of broadband internet access usage by technology

Page 39

2015 Annual Report - Digital Telecommunications Infrastructure Fund Source: IDC Research (Thailand)

For total revenue from broadband internet access service, it is trending upward. In Q3/2015, total revenue reached THB 19.757 billion, increasing from the prior quarter by 1.01%, from the same quarter in the prior year by 12.06%. Revenue generated from service sales to third parties accounted for 60% of total revenue. C) Trend for expanding networks by internet service provides (ISPs) (1) Market size for individual internet users Demand for internet service from individual users is trending upward causing several new players to enter the market. EIC anticipates that the number of ISPs in 2016 would increase by 10% compared to the prior year. Other than that, existing players such as True, JAS and AIS would invest more in building FTTx fiber optic network including the national broadband project led by the government which aims to provide internet access to all villages by the end of 2016. Such drivers will fuel the investment in internet network. In 2016, EIC views that the market size of internet business will increase by 26% compared to the prior year. In a medium term, the network expansion by ISPs will continue to grow approximately 26% compared to the prior year in accordance with higher demand for internet. Amount of broadband internet access usage by technology Unit: Bn THB Wireless

Cable

FTTx

xDSL +26%

+26%

58 +18%

2011

2012

2013

46 38

2014

2015E

2016F

2017F

2018F

Source: EIC analysis based on information provided by CAT

D) Key changes and drivers for internet broadband market National broadband initiative by the government Page 40

2015 Annual Report - Digital Telecommunications Infrastructure Fund The internet access network development to cover 79,000 villages in Thailand under THB 20 billion will be a key driver for this market this year. The Ministry of ICT started the project in March 2016 and this will have a positive impact on CAT, TOT and all network installation operators. E) Key risks for internet broadband market (1) Economic instability caused by politics: Economic instability may cause the investment plans to be downsized or delayed. (2) Industry life cycle for telecommunications and media industry: For life cycles for telecommunications and media industry, there will be a substantial investment by operators to stay competitive when the new technology comes. Thus, if the period between the existing and new technologies is long, players in the network installation will be negatively impacted as their incomes will be volatile depending on the number of projects in the relevant years.

3.2 Factors affecting the Fund’s future rent Rents that the Fund stands to enjoy can be classified into two categories: (1) rent from True Group; and (2) rent from other tenants. Factors affecting rents from these two sources of tenants may be different since conditions in the lease agreement executed between the Fund and True Group may be varied from those to be signed with other tenants. However, factors that can affect the Fund’s potential rents can be summarized as follows. I. Increase of rents based on agreements -

Telecommunication towers – For rental rates of telecommunication towers of True Group, both the rates and their increase have been fixed till the end of the lease term in 2027 including related discounts. For rents offered to other tenants, this depends on negotiation between the Fund and new tenants. Factors affecting rental rates of telecommunication towers are supply and demand of telecommunication towers at the time and cost of building new towers and land lease (since the tenant will calculate related costs from constructing new towers by its own as well as the cost of land lease before comparing with the rent of tower. As such, a monthly rent of the telecommunication tower should be cheaper than the monthly cost in case the operator will build his own tower to induce him to rent rather than to build). The main FOC - The rental rate of the Fiber Option Cable (FOC) has already been set at THB 350 per core kilometer per month for True Group and THB 1,100 per core kilometer per month for other tenants. This rate is fixed and won’t be increased till 2026. Page 41

2015 Annual Report - Digital Telecommunications Infrastructure Fund -

II. -

Transmission equipment relating to the core FOC and the upcountry broadband systems which are active telecommunication assets - Based on the agreement the Fund has signed with True, the rental rate of this asset was THB 317 million in 2014, and will be increased by 5% per annum in 2015 before being based on the Consumer Price Index (CPI) of the previous year as announced by Thailand’s Ministry of Commerce for the years that follow. The calculation will start on January 2016. The rate must not exceed 3.5%. Extent the towers and equipment are rented Telecommunication towers: True Group has signed an agreement to rent the minimum of the following:  6,619 slots on 3,000 telecommunication towers starting from January 1, 2015  13,993 slots on 6,000 telecommunication towers starting from January 1, 2016; and  15,249 slots on 6,000 telecommunication towers starting from January 1, 2017 However, there are as many as 22,541 slots on 6,000 towers. As a result, 7,292 slots are still available for rent to other tenants. If the Fund can rent them, it will be able to generate more incomes.

The main FOC: As of March 31, 2015 after the Fund invested in its 1st additional investment in the telecommunication infrastructure assets, its main FOC totals 426,143 core kilometers which True Group, as an anchor tenant, promises to rent a minimum of 271,980 core kilometers (around 64%) in 2015 which will increase to 302,290 core kilometers in the final year of the lease agreement or in 2026 (around 71%). As a result, if the Fund can secure other tenants to rent the FOC not yet leased by True Group, it will enjoy a higher rent income from this FOC.

Transmission equipment relating to the core FOC and the upcountry broadband systems which are active telecommunication assets: An agreement has been entered with True Group to lease the equipment up to 2018, resulting in THB 317 million worth of income from this asset in 2014. Incomes from the asset after 2018 will depend whether or not the Fund renews the lease agreement with True Group and at which rate.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 3.3 Marketing policy and competitions faced by the project a) The telecommunication tower rental business Thailand’s major mobile operators including AIS, DTAC, CAT Telecom and TOT all have telecommunication towers of their own. They may separate their tower assets in order to set up a company to operate them, or they may transfer the assets to independent operators who will run the telecom tower business for them. However, at present, there is no independent telecom owner who rent his own slot in Thailand. The telecom tower business in Thailand may face possible merger and acquisition and investment by foreign companies that could result in strong competitors. Since sites of the Fund’s telecommunication towers are in Bangkok which is highly populated and where anchor tenants and managers are confront with intensive use of network by their clients, the Fund therefore believes that the anchor tenants, like other mobile operators who are the Fund’s tenants, are likely to renew their sub-lease, operation and management contracts when they expire in order to avoid service interruption in the area and to prevent the loss of opportunity and expenses to be incurred from the relocation of antenna and other infrastructure required in the operation. As described under the previous topic of forecasted demand and supply of telecommunication towers, at present, only towers belonged to the Fund and CAT Telecom are marketed for rent. In terms of price, the Fund has a policy not to compete directly with CAT Telecom but would rather set the price to be lower than that to be invested by the operator if he is to build his own tower in order to induce him to rent rather than build. b) The FOC system rental business Thailand’s major mobile operators including AIS, DTAC, CAT Telecom and TOT all have the FOC of their own. Only wholesale FOC operators such as the Provincial Electricity Authority (PEA) and the Electricity Generating Authority of Thailand (EGAT) lease the channel capacity of fiber optics on their own FOC system. Meanwhile, upcountry broadband system operators include TOT, CAT Telecom, United Information Highway Co Ltd, United Broadband Technology Co Ltd, Advance Data Network Communications Co Ltd and Jasmine International Public Company Limited. Symphony Communication Public Company Limited is another significant competitor in the FOC and broadband system business.

Page 43

2015 Annual Report - Digital Telecommunications Infrastructure Fund Regarding the lease of the FOC business, at present, the Fund has a competitor; namely, the Jasmine Broadband Internet Infrastructure Fund (JASIF), of which the same FOC system covers the entire country. As a result, the Fund has to highlight the strength of its products and services which are: 1. One-stop solution – the Fund not only offers the FOC for rent like JASIF but also both the FOC and telecommunication towers required for use in the mobile business and the wireless broadband business. Regarding the FOC, the Fund has both core and access networks for rent. In other words, tenants may materialize the end-to-end network when renting the Fund’s system if needed. 2. Adaptability to adjust the FOC to respond to tenant’s demand – the Fund, for example, may consider building additional FOC to link an existing network with the site required by a tenant. This however will be agreed on a case-by-case basis. c) The upcountry broadband network True Group has entered into an exclusive lease agreement with the Fund which grants an exclusive right to the Group for five years as well as an option for True Group to retain this right by another five years. The Fund therefore has no marketing and competition plan for this particular asset at the moment.

3.4 Nature of products and services Nature of products can be categorized based on types of assets and operation statistics which are summarized in the following table: a) Details, number of hosting capacity and rented rate of tower In general, a telecom tower is located on the ground and higher than 32 meters. Telecom towers on a rooftop may host at least two tenants. Most towers belonged to the Fund can host two or more tenants. If additional telecom towers are being delivered and exclusive rights relating to BFKT’s towers and AWC’s towers end, the Fund’s telecom towers which are part of our assets will be able to host an average of 4.14 tenants (hosting capacity divided by a total number of telecom towers).

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

Types of towers

Height

Ground-based Ground-based Ground-based Rooftop towers DAS Total

>50 meters 32-50 meters <32 meters <32 meters N/A

BFKT’s towers and AWC’s towers 3,496 1,572 46 546 523 6,183

Additional new telecom towers 520 3,668 159 1,653 6,000

Total towers

% of towers

4,016 5,240 205 2,199 523 12,183

33.0 43.0 1.7 18.0 4.3 100.0

On the Fund’s initial investment date, the rent of slots on the Fund’s towers is on average 1.00 slots per tower. However, after all additional telecom towers are delivered and after all the slots on the towers under the sub-lease, operation and management agreements entered by the Fund with TUC are included, the Fund expects the rented rate of slots on our telecom towers to stand at 1.76 slots per tower. The following table shows hosting capacity and what is rented as of the Fund’s investment date for telecom towers that the Fund will buy or is entitled to their net revenues based on related transaction documents. Transferring entity True(2)

Towers 6,000

Hosting capacity (1) 22,541(3)

Towers being rented 15,249(4)

Ratio of slots used per tower 2.54(5)

AWC(6) BFKT(7)

4,698

14,524

4,698

1.00

1,485

6,450

1,485

1.00

Total

12,183

43,515

21,432

1.76

(1) Hosting capacity refers to the total slots on each tower multiplied by the number of towers that the Fund will own or will be entitled to the net revenues out of the towers (as the case may be). (2) Including 3,000 additional telecom towers to be delivered to the Fund in 2014 and another 3,000 to be delivered in 2015. (3) Estimated overall hosting capacity in a specification range stated in the Asset and Revenue Sale and Transfer Agreement (4) Estimate of slots rented as of January 1, 2017 after the delivery of additional telecommunication towers and after the allotment of slots on the towers as stated in the sub-lease, operation and management agreement between the Fund and TUC.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund (5) Estimate of rental rates of slots on the towers as of January 1, 2017 after the delivery of additional telecommunication towers and after the allotment of slots on the towers as stated in the sub-lease, operation and management agreement between the Fund and TUC. (6) Including AWC’s telecom towers that the Fund is entitled to its net revenues and are exclusively owned by CAT Telecom. (7) Including BFKT’s telecom towers that the Fund is entitled to its net revenues and are exclusively owned by CAT Telecom

b) Details and qualification of the FOC and coverage of the main FOC system Fiber optic is a glass thread capable of transmitting light along its wave length. Fiber optic is widely use in the transmission of data since it can transmit the data at a longer distance and a higher bandwidth compared to other transmission formats. The FOC communication is a way in which data is transmitted as light signal from one site to another through fiber optic. The FOC communication has basic procedures; namely, creating light signal using a transmitter, transmitting the signal, checking if the signal is not distorted or too weak, receiving the light signal and converting it into an electric signal. The FOC’s significant advantage is its low rate of data loss and no interference from electromagnetic wave which therefore allows a longer interval between an amplifier and a repeater. That’s why the FOC is replacing metal transmission line and, without the interference of the electromagnetic wave, several electric cords have been replaced by a single high-bandwidth fiber optic cable. The Fund’s main FOC system acquired from TU consists mainly of 12-60 core FOC which can transmit dense wave digital multiplex (DWDM) at 1600 GB/s speed. Transmission equipment in the main FOC system (including equipment currently under installation) consists of the DWDM transmission equipment and the SDH transmission equipment currently installed at 250 sites in 59 provinces in Thailand. The main FOC system consists of 5,112 kilometers long of the fiber optic cable which has been in use from 1 to seven years but its shelf life is up to 50 years. Most of the main FOC system is installed above ground and therefore easy to access and be maintained. New construction and installation of the cable can also be quickly carried out. Some of the optic fiber is installed inside underground pipeline for further protection. The Fund’s main FOC system derived from TU does not include the last mile network reaching end-users in Bangkok area.

Page 46

2015 Annual Report - Digital Telecommunications Infrastructure Fund TU’s FOC

All FOC Use at present(1)

Length (km)

Number of core km

% of all FOC

5,112 N/A

122,690 73,275

100.0 59.7

(1) Estimated use by TU after the FOC portion currently under construction is completed.

BFKT’s FOC Length (km) All FOC Use at present(1)

47,250 N/A

Number of core km 680,400 302,400

% of all FOC 100.0 44.4

(1) Estimated use by BFKT for renting to CAT Telecom after the FOC portion currently under construction is completed.

AWC’s FOC Length (km) All FOC Use at present(1)

7,981 N/A

Number of core km 303,453 197,240

% of all FOC 100.0 65.0

(1) Estimated use by AWC.

c) Details and coverage of the upcountry broadband network Aside from the main FOC, the Fund will also buy the upcountry broadband network from TU which will turn TU into an anchor tenant/operator to provide network access to corporate and general customers to respond to their needs for voice, data, visual and video through various technologies including MPLS, DOCSIS, xDSL, DDN, Wi-Fi and FTTx. The Fund’s upcountry broadband system consists of both active and passive infrastructure assets of around 1.2 million ports that can access end-users. Its last mile system consists of the fiber optic cable, the coaxial cable and the copper cable of 20,750 kilometers long. The FOC covers 6,114 kilometers of the last mile to a total of 234,455 core kilometers.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

4 Risk Factors 4.1 Risks Relating to the Fund 4.1.1

The Fund’s business, prospects, results of operations, cash flows and financial condition will depend heavily on True Group. The Fund will depend heavily on True Group, as True and its subsidiaries will be the Transferring Entities transferring the Telecom Infrastructure Assets to the Fund. All the anchor tenants, who will be responsible for the maintenance and operations of the Telecom Infrastructure Assets under the Master Lease, Operation and Management Agreements, and BFKT, which will be responsible for the operation and maintenance of the BFKT Telecom Assets and AWC Towers under the HSPA Leasing Agreement, are members of True Group. The Telecom Asset Manager, which is also a subsidiary of True, will be responsible for certain administrative services and the marketing and selling of colocation leases of the Telecom Infrastructure Assets. True will hold approximately 18% of the total Investment Units issued in the Combined Offering, and members of the Investment Advisory Council of the Fund appointed by the Management Company will include members of the board of directors and/or senior management of True Group. In addition, the Fund’s results of operations will depend heavily on the performance of and demand for the mobile telecommunications business of True Group. a) True Group can exercise significant influence over the Fund’s activities True and/or related parties can hold no less than 18%, but no more than 1 over 3, of the total Investment Units issued in the Combined Offering. Following the Combined Offering, although True may not be allowed to vote on matters in which it or any of its subsidiaries is a connected party, True will still be in a position to exercise significant influence in matters which require, and are subject to, the approval of other Unitholders. In addition, the Fund expects that members of the Investment Advisory Council of the Fund appointed by the Management Company will include members of the board of directors and/or senior management of True Group. The Investment Advisory Council of the Fund is generally responsible for advising the Management Company on investments in Infrastructure Assets to be made by DIF. True will also exercise influence over the removal of the Management Company so long as True holds a significant amount of Investment Units. In addition, in other matters where True is allowed to vote as a Unitholder, True Group can exercise its votes according to its own interests. The Fund cannot assure investors that the interests of True

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2015 Annual Report - Digital Telecommunications Infrastructure Fund Group will not be different from, and will not conflict with, the interests of DIF and the Fund’s other Unitholders. b) True Group will control the Telecom Asset Manager, which will provide certain administrative and sales and marketing services in relation to the Fund’s Telecom Infrastructure Assets True Group has a 99.99% shareholding interest in the Telecom Asset Manager through TUC and certain executive officers of True are also directors or executive officers of the Telecom Asset Manager. In addition, under the Master Services Agreement, Telecom Asset Management Company Limited, as the Telecom Asset Manager will be responsible for certain administrative services and the marketing of co-location leases, operations and management of the Telecom Infrastructure Assets to additional tenants, and the Telecom Asset Manager will receive certain commissions and fees for the services provided under the Master Services Agreement. Consequently, True Group will continue to exert substantial control over the management of the Telecom Infrastructure Assets, through which the Fund expects to primarily generate all of the Fund’s revenue at the time of the Fund’s establishment. c) All the anchor tenants under the Master Lease, Operation and Management Agreements and BFKT and AWC are subsidiaries of True Group At the time of the Fund’s establishment, the anchor tenants will constitute the tenants leasing nearly all of the Fund’s telecommunications towers, core FOC grid and related equipment and upcountry broadband system under the Master Lease, Operation and Management Agreements, and BFKT will continue to collect revenues under the HSPA Leasing Agreement, a portion of which it and AWC (in connection with the revenues under the AWC Leasing Agreement) are obligated to pay to the Fund subject to the terms and conditions of the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC, respectively. Consequently, the Fund will be dependent on the anchor tenants, BFKT and AWC as the primary source of the Fund’s revenues. Even if the Fund’s efforts to diversify the Fund’s business risks out of True Group are successful, the Fund still expects, for the foreseeable future, to remain heavily dependent upon True Group for most of the Fund’s business and revenues. The Fund’s anchor tenants are also contractually obligated under the Master Lease, Operation and Management Agreements to perform regular maintenance on the Telecom Infrastructure Assets they lease. Any default in their obligations to perform maintenance on the Telecom Infrastructure Assets may decrease the Fund’s value and affect the investment value of the investors.

Page 49

2015 Annual Report - Digital Telecommunications Infrastructure Fund d) The Asset and Revenue Sale and Transfer Agreements subject to the Fund’s certain risks Under the Asset and Revenue Sale and Transfer Agreement with True, True is obligated to, among other things, deliver, or procure the delivery of, a total of 6,000 telecommunications towers to the Fund. If True were to default on its obligation to deliver or procure the delivery of the 6,000 towers to the Fund on time or at all, for example due to a failure to secure suitable sites for the towers or unexpected delays in construction, such default would affect the Fund’s strategies and rental revenues under the Master Lease, Operation and Management Agreement with TUC and could have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition. The Asset and Revenue Sale and Transfer Agreements with True, BFKT and AWC also provide that if certain events of default or trigger events occur, such as the failure by True to deliver the New Tower Assets on time, True will be obligated to pay the Fund certain damages at the agreed amount. If BFKT or AWC fail to deliver the net revenues due to the Fund under the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC for three consecutive payment periods, BFKT or AWC will be obligated to pay the Fund the net present value of all future unpaid revenue due to the Fund under such agreements and the terminal value of the assets. Such a payment by True, BFKT or AWC following a failure to perform or a trigger event may not accurately represent the full economic value of the Fund’s investment in the New Tower Assets, BFKT Telecom Assets and AWC Towers and may materially and adversely affect the investment unit value of the investors. In the event of such a default or an acceleration of revenue payments, there can be no assurance that True, BFKT or AWC will have enough liquidity or otherwise be in a position to comply with such obligations. The Fund’s future growth strategy and revenue largely depend on the benefits the Fund are entitled to under the Asset and Revenue Sale and Transfer Agreements and hence on the Transferring Entities meeting certain obligations and conditions set out therein. There can be no assurance that the Transferring Entities will be able to meet all of the obligations and conditions under these agreements or comply with all the obligations therein. Any inability of the Transferring Entities to meet the conditions or comply with the obligations in the Fund’s favor under the Asset and Revenue Sale and Transfer Agreements may affect the Fund’s ability to receive the benefits under such agreements and the Fund’s ability to benefit from third party co-location leases at the times the Fund expect, which would have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition.

Page 50

2015 Annual Report - Digital Telecommunications Infrastructure Fund

e) The Fund will have no credit support or guarantee from True Group The Fund’s Telecom Infrastructure Assets will initially be leased to the anchor tenants, which will constitute all the Fund’s tenants under the Master Lease, Operation and Management Agreements. For payment of the revenues sold to the Fund under the Asset and Revenue Sale and Transfer Agreements by BFKT and AWC, the Fund will rely on BFKT and AWC, respectively, to deliver such revenues to the Fund. The Fund will initially be heavily dependent on lease payments and revenues generated by the anchor tenants, AWC and BFKT, as the case may be, to generate the Fund’s revenue, pay the Fund’s operating costs and make distributions to Unitholders. Any failure, delay or interruption by the anchor tenants, AWC or BFKT, as the case may be, in making required payments to the Fund under the Master Lease, Operation and Management Agreements or the Asset and Revenue Sale and Transfer Agreements or other default by the anchor tenants, AWC and/or BFKT of their respective obligations under the terms of the Master Lease, Operation and Management Agreements and/or the Asset and Revenue Sale and Transfer Agreements could materially and adversely affect the Fund’s ability to make payments or distributions that Unitholders are otherwise entitled to receive. Except for (i) an undertaking by TUC to pay or procure payments of the net revenues due to the Fund from BFKT under the Asset and Revenue Sale and Transfer Agreement with BFKT prior to the commencement of CAT Telecom’s payments to BFKT pursuant to the HSPA Leasing Agreement under a letter of undertaking and (ii) support from TUC to BFKT under a letter of support that will become effective following the commencement of CAT Telecom’s payments to BFKT, True Group will not be providing any form of guarantee, security or other credit enhancement to support the Fund’s obligations to Unitholders or the Fund’s other creditors, or to support the obligations of the anchor tenants under the leases in the event that the anchor tenants default under the Master Lease, Operation and Management Agreements or any other support. f) The Fund depend significantly on the telecommunications business of True Group The Fund’s ability to generate revenue from the Telecom Infrastructure Business will depend heavily on demand for the mobile telecommunications services of True Group and the anchor tenants, and the performance of their related telecommunications businesses. Accordingly, factors affecting the telecommunications business of True Group and the anchor tenants could materially and adversely affect the Fund’s business, prospects, results of operations, cash flows and financial condition. Furthermore, the Fund’s future expansion plans are expected to be based primarily upon True

Page 51

2015 Annual Report - Digital Telecommunications Infrastructure Fund Group’s and the anchor tenants’ plans to expand their respective voice and data services through their wireless and FOC networks, which may be subject to change or which may not materialize. Although the Fund may seek to expand the Fund’s telecommunications infrastructure leasing businesses to other telecommunications service providers with the ability to operate and manage telecommunications infrastructure assets within the Thai telecommunications industry that are outside of True Group, The Fund cannot assure investors that the Fund will be successful in the Fund’s efforts to diversify the Fund’s revenue base generally. The Fund may not be able to find new or replacement tenants for the Fund’s Telecom Infrastructure Assets on terms similar to those of the Fund’s anchor tenants or on otherwise commercially acceptable terms. As a result, any of the foregoing events, and any disputes the Fund might have with True Group, the Telecom Asset Manager, the Transferring Entities or any of the Fund’s anchor tenants, or a general deterioration in the Fund’s relationship with True Group, the Telecom Asset Manager, the Transferring Entities or the Fund’s anchor tenants, for any reason whatsoever, could have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition. 4.1.2

The Fund depends on a small number of anchor tenants for the Fund’s Telecom Infrastructure Assets and AWC and BFKT to make payments under the Asset and Revenue Sale and Transfer Agreements, and the Fund may not be able to collect payments due from such tenants or AWC and BFKT on time or at all in the event any of them were to declare bankruptcy or encounter severe financial difficulties. On the Investment Date, certain Telecom Infrastructure Assets transferred to the Fund will be leased only to and operated and managed by the Fund’s anchor tenants. The Fund expects that the lease payments from these tenants and revenues to be delivered to the Fund by AWC and BFKT will represent a significant portion of the Fund’s revenues for the foreseeable future. As a result, the financial return on the Fund’s Telecom Infrastructure Assets and the viability of the Fund’s business model will be materially dependent on the business and financial stability of the anchor tenants, AWC and BFKT. In the event any of the Fund’s anchor tenants or AWC or BFKT encounters severe financial difficulties, it may be difficult or impossible to collect amounts payable to the Fund pursuant to the Master Lease, Operation and Management Agreements or the Asset and Revenue Sale and Transfer Agreements with AWC and BFKT, as the case may be, on time or at all, which could adversely affect the Fund’s cash flows and results of operations. Furthermore, if any of them default on their obligations under the Master Lease, Operation and Management Agreements or the revenue

Page 52

2015 Annual Report - Digital Telecommunications Infrastructure Fund payment obligations in the Asset and Revenue Sale and Transfer Agreements, the Fund may incur substantial costs in protecting the Fund’s investment and/or finding additional tenants to re-let the freed up capacity of the Fund’s towers. If an anchor tenant, AWC or BFKT declares bankruptcy, the Fund may be unable to collect balances due under the relevant Master Lease, Operation and Maintenance Agreements and/or the Asset and Revenue Sale and Transfer Agreements. Pursuant to Thai bankruptcy law, if one of the Fund’s anchor tenants, AWC or BFKT is under receivership, unpaid balances due by such tenant, AWC or BFKT to the Fund at the time an anchor tenant, AWC or BFKT is placed under receivership become an ordinary, unsecured bankruptcy lump-sum claim that will be paid only after certain priority claims are paid, and it will be repaid pro rata among non-secured creditors. Claims made by creditors of the anchor tenants, AWC or BFKT could in certain circumstances have priority over the Fund’s claims against the anchor tenants, AWC or BFKT with respect to their obligations to the Fund under the Master Lease, Operation and Management Agreements and the Asset and Revenue Sale and Transfer Agreements, as applicable. In the event that a creditor’s claim against the anchor tenants, AWC or BFKT is senior in right of payment to the Fund’s right to receive any outstanding amounts due to the Fund under the Master Lease, Operation and Management Agreements and the Asset and Revenue Sale and Transfer Agreements, the Fund may only be partially compensated, or may not be compensated at all for outstanding amounts. In addition, the Fund will not be able to receive any future amounts that the Fund would have been entitled to under the Master Lease, Operation and Management Agreements and the Asset and Revenue Sale and Transfer Agreements and thus will not receive the full economic benefit of such agreements. Moreover, any failure, delay or interruption by CAT Telecom to make rental and other fee payments to BFKT under the HSPA Leasing Agreement could adversely impact AWC’s and BFKT’s obligations to deliver sales revenues due to the Fund, AWC’s and BFKT’s respective financial condition and their ability to perform other obligations under the Asset and Revenue Sale and Transfer Agreements. An occurrence of any of the foregoing events could have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition. 4.1.3

Tower sharing and co-location tenants that also perform operation and management functions on the Fund’s telecommunications towers and FOC grid may not develop in the manner the Fund anticipate. The Fund’s business model is based on increased sharing and co-locations initially on the New Tower Assets and core FOC grid by telecommunications service providers, as the addition of operators at existing towers and FOC grid facilitates better capacity utilization at relatively low incremental capital expense, enhancing the Fund’s cost and operational efficiencies. There can be Page 53

2015 Annual Report - Digital Telecommunications Infrastructure Fund no assurance that telecommunications service providers will seek to reduce costs by increasing their reliance on shared towers or FOC grids, either with other wireless telecommunications service providers or with third-party stand-alone tower and FOC grid providers like the Fund. In particular, telecommunications service providers may be unwilling to lease, operate and manage towers or FOC grids from third parties because they may not consider it to be economically beneficial or may be unwilling to surrender what they believe to be competitive advantages offered by ownership of proprietary networks, or for other reasons. Any failure of tower or FOC grid sharing to develop in the way that the Fund anticipate may adversely affect the Fund’s business, prospects, results of operations, cash flows and financial condition. 4.1.4

The Management Company may not be able to successfully implement the Fund’s investment strategies and may agree to amendments or modifications to the Transaction Documents, grant waivers or grant consents without seeking consent from the Unitholders. The Management Company will undertake the day-to-day management and control of the Fund’s business, which will be monitored by the Fund Supervisor. DIF depends on the Management Company’s performance and the ability of the Management Company to perform or operate and manage DIF. Failure by the Management Company to perform or operate and manage DIF in an effective and efficient manner or comply with36requirements and conditions of applicable laws could have a material adverse effect on the Fund’s ability to pay dividends to, and on the rights and benefits of, the Unitholders. The Management Company will engage the Telecom Asset Manager to undertake certain administrative tasks and the marketing and selling of co-location leases on the Telecom Infrastructure Assets to additional tenants that also perform operation and management functions. The Unitholders may not have the opportunity to evaluate the Management Company’s decisions regarding specific strategies used or the investments made by the Fund or the terms of any such investment. The failure of the Management Company to successfully implement the Fund’s strategies could have a material adverse effect on the Fund’s business, financial condition, results of operations and prospects. In addition, the Management Company will have the right to exercise, or to consent to the exercise of, certain rights and remedies to be taken with respect to the Telecom Asset Manager and the Telecom Infrastructure Business or to consent to certain amendments and modifications (other than amendments and modifications requiring consent from Unitholders)or to grant waivers to any of the conditions in the Transaction Documents in its sole discretion, which may not be consistent with the interests of all Unitholders. Any such actions taken by the Management Company will be binding on the Unitholders and may not be in the best interests of a particular Unitholder.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 4.1.5

The Fund may fail to acquire telecommunications infrastructure assets on acceptable terms or successfully integrate them or the Fund may be unable to identify suitable targets, or the Fund’s growth strategy and expansion plans may otherwise not be successful. The Fund’s growth strategy relies significantly on the Fund’s ability to pursue selective acquisitions of or investments in telecommunications infrastructure assets from the Transferring Entities, other True Group entities or other third parties. There can be no assurance that acquisitions or investments can be made in a timely manner or on terms and conditions acceptable to the Fund, nor can there be any assurance that the telecommunications infrastructure assets available for acquisition or investment from the Transferring Entities, other True Group entities or other third parties in the future will be attractive acquisition candidates.

4.1.6

The Management Company and DIF are not experienced in the telecommunications infrastructure business, and the failure of the Management Company to manage the Fund and/or the Telecom Asset Manager to provide relevant services in relation to the Telecom Infrastructure Business in an effective and efficient manner could have a material adverse effect on the Fund’s business, financial condition, results of operations and prospects. The Fund will be managed by the Management Company. In turn, the Management Company will depend on the Telecom Asset Manager in respect of certain administrative tasks and the marketing and selling of co-location leases on the Telecom Infrastructure Assets to additional tenants that also perform operation and management functions. In addition, if the Telecom Asset Manager is unable to perform its duties pursuant to the Master Services Agreement, DIF may be unable to appoint another entity to manage the Telecom Infrastructure Business and market and sell co-location leases with a corresponding duty to conduct operations and management of the Telecom Infrastructure Assets as effectively as the Telecom Asset Manager or at all, which could have an adverse effect on the Fund’s business, financial condition, results of operations and prospects.

4.1.7

The Fund may not have legally enforceable ownership over the future revenue sold to the Fund pursuant to the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC, and the transfer of ownership of the future revenue under the Asset and Revenue Sale and Transfer Agreements may be subject to challenges or subject to claims by other creditors. Under the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC, BFKT and AWC will sell the Fund revenue to be generated from the rental of the BFKT Telecom Assets and AWC Towers, respectively. Such sales are governed by the laws of Thailand, and limitations and Page 55

2015 Annual Report - Digital Telecommunications Infrastructure Fund restrictions under such laws may materially and adversely affect the effectiveness of transfer of ownership of the future revenue and such sale may be subject to challenges under Thai law. In addition, existing or future creditors of BFKT and AWC, or any administrator, official receiver, or liquidator, may make claims against BFKT and AWC (as the case may be) with respect to obtaining the cash from BFKT and AWC composing the purchased revenue from the rental of the BFKT Telecom Assets and AWC Towers. If a creditor or another party makes a claim against BFKT or AWC, the Fund’s right to claim against BFKT or AWC, respectively, for the value of the purchased revenue may not have priority over the rights of BFKT’s or AWC’s other unsecured creditors, or any administrator, official receiver, or liquidator. Any successful challenge to the transfer of future revenue purchased from BFKT and AWC pursuant to the Asset and Revenue Sale and Transfer Agreements will result in the loss of this revenue source, which would have a material adverse effect on the Fund’s business, financial condition, results of operations and prospects, and on the Unitholders’ rights to distributable payments. 4.1.8

The operation, administration, maintenance and repair of the FOC systems and upcountry broadband system require significant expenses and are subject to risks. Each of the Fund’s systems is subject to the risks inherent in large-scale, complex FOC telecommunications systems and upcountry broadband systems including (i) equipment breakdowns; (ii) service interruptions; (iii) power outages; (iv) software defects; (v) security breaches; (vi) physical damage to access lines and equipment; and (vii) natural disasters. More specifically, a majority of the FOC is aerial, and therefore is subject to damage from inclement weather, and the remainder of the FOC is in underground ducts, which also could be damaged accidentally, either of which could result in a temporary reduction or interruption of service. Any default in TU’s and BFKT’s obligations to perform maintenance on the FOC grids and upcountry broadband system may decrease the asset values and affect the investment values. The Fund’s systems may also not continue to function as expected in a cost-effective manner. For example, when the Fund’s transmission equipment become obsolete or reach its design-life capacity, we may have to incur significant capital expenses depending on the nature and extent of replacements necessary, which could negatively affect the Fund’s business, results of operations and financial condition.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 4.1.9

The Summary Independent Appraisal Reports and summaries thereof, and any underlying Reports, are not opinions on the commercial merits of DIF nor are they opinions, expressed or implied, as to the future trading price of the Investment Units or the financial condition of DIF upon listing, and the valuation contained therein may not be indicative of the true value of DIF’s assets. The valuation of the Telecom Infrastructure Assets and the net future revenues of the Telecom Infrastructure Business are based on various estimates and assumptions with respect to the Telecom Infrastructure Business including its present and future financial condition, business strategies and environment in which it will operate in the future. These assumptions are based on information provided by, and discussions with or on behalf of, the management of the Management Company and True Group, and reflect current expectations and views regarding future events and, therefore, necessarily involve known and unknown risks and uncertainties.

4.1.10 The Office of the NBTC may in the future require the Fund to file for a 3rd-category license to operate telecommunication business. The Management Company received a clarification letter dated October 3, 2013 from the Office of the NBTC. The letter states that if the Fund’s business activities are not characterized by the utilization of telecommunications infrastructure assets by means of leasing out such assets tithe public (which is considered the operation of a telecommunications business with the purpose of providing services to the public), the Fund would not be required to obtain a Type Three telecommunications license from the NBTC. The clarification letter further states that, if the Fund were to obtain a Type Three telecommunications license from the NBTC and such action was interpreted as contradicting SEC laws and regulations which prohibit the Fund from carrying out infrastructure businesses by itself, the Fund may have other legal entities, which hold telecommunications license from the NBTC or which have not yet obtained, but would be required to obtain, such a license, to operate and manage the telecommunications infrastructure assets and carry out any other similar activities. Accordingly, the Fund believes that the Fund will not be required to apply for a telecommunications license from the NBTC. However, if the NBTC were to subsequently interpret the relevant regulations in a way that differs from the Fund’s current understanding of the clarification letter from the NBTC, raise any objection or impose any conditions or restrictions on the Fund, or rule that a telecommunications license is required, the Fund could suffer a disruption to the Fund’s activities or dissolution and, in certain circumstances, the Fund may be subject to legal penalties. The Fund would also have to pay customary annual fees for a telecommunications license as well as USO fees. Any such events could have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 4.1.11 Any inability to obtain consents from landlords and permission or approval from right of way grantors or to protect the Fund’s rights to the land on which the Fund’s telecommunications towers and FOC are located may adversely affect the Fund’s business, prospects, results of operations, cash flows and financial condition. Substantially all of the land and property on which the telecommunications towers the Fund will lease to the Fund’s tenants that will also operate and manage the Fund’s telecommunications infrastructure assets are located is leased from private and public landowners or landholders, and most of the FOC the Fund will acquire from TU is laid pursuant to contractual rights of way the Public Utilities Authorities have granted to TU. The Transferring Entities will, and represent to the Fund that they are entitled under the terms of the lease arrangements and relevant rights of way to, grant the Fund and the Fund’s tenants a right of use and access to the leased premises pursuant to the Asset and Revenue Sale and Transfer Agreements. However, there can be no assurance that the landowners or landholders will not object to this or prohibit the Fund’s co-location tenants from installing equipment on the towers or entering the premises. If this were to happen and the Transferring Entities were unable to secure consent for third-parties to use the premises or if the sites on which any of the Telecom Infrastructure Assets are located cannot be used or accessed due to certain legal imperfections and limitations, the Transferring Entities would be obligated pursuant to the terms of the Asset and Revenue Sale and Transfer Agreements to relocate or replace such towers or, if unable to relocate or replace such towers within an agreed period, to purchase back such towers from the Fund. The repurchase price the Transferring Entities would pay for such towers is equal to the terminal value of such affected assets, plus interest at the rate of 7.5% per annum from the date the transfer of such assets is completed, less rental payments received by the Fund for the leasing, operation and management of such towers, plus interest at the rate of 7.5% per annum from the date on which the relevant rental payments for the affected assets were received by the Fund from the anchor tenants in accordance with the Master Lease, Operation and Management Agreements, which may not accurately represent the full economic value of otherwise owning the towers for the remainder of their lives. In addition, if any towers are repurchased, the Fund will lose the benefit of the future rental income stream from any such towers, which may in turn reduce the value of the Fund’s units. 4.1.12 The Fund may face repayment and refinancing risks with respect to any future debt and may not be able to obtain any required future financing on acceptable terms or at all. The Fund may need to expend capital periodically for replacement of the Telecom Infrastructure Assets. In addition, the Fund may require a significant amount of capital or debt financing in order to

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2015 Annual Report - Digital Telecommunications Infrastructure Fund fund the acquisition of additional investments, including the exercise of DIF’s right to purchase and/or right of first offer under the Asset and Revenue Sale and Transfer Agreements. In order to comply with the Fund Scheme and the Securities Law, if DIF has an adjusted net profit in a given year, it is required to pay not less than 90% (or any other percentage as may be required by the SEC Act from time to time) of the adjusted net profit for the year as dividend distributions to Unitholders. If DIF has accumulated profits, it may pay distributions to Unitholders out of such accumulated profits and capital reduction. Dividend distributions may not be made in the case of accumulated loss. As a result of this dividend distribution requirement and in light of the Fund’s stated policy of making dividend distribution payments amounting to no less than 90% of the Fund’s adjusted net profit, the Fund may not be able to meet all of the Fund’s obligations to repay any future borrowings from the Fund’s cash flow. The Fund may be required to repay maturing debt with funds from additional debt or equity financing or both, in the event the Fund’s debt repayment reserves are insufficient. Refinancing and additional debt or equity funding may not be available as and when required or on terms acceptable to the Fund. Terms of any refinancing arrangements undertaken may be less favorable to the Fund than the terms of the original borrowings they are meant to refinance. DIF is subject to a debt to equity ratio limit of no more than three times (3:1) or such other ratio as may be prescribed by the Thai SEC from time to time. In addition, the Fund’s debt service obligation may increase in the future because of rising interest rates. If principal amounts and interest payments due at maturity cannot be refinanced, extended or paid with proceeds from other capital sources, such as the issuance of new Units, the Fund will not be able to pay distributions at expected levels to Unitholders or to repay the Fund’s debt obligations as they become due. Any failure by the Fund to service the Fund’s debt obligations, maintain any required security interests or otherwise perform the Fund’s obligations under financing agreements could lead to a termination of one or more of the Fund’s credit facilities, trigger cross default provisions, penalties or acceleration of amounts due under such facilities, any or all of which may adversely affect the Fund’s business, financial condition, results of operations and prospects. 4.1.13 The Fund’s rights and the rights of Unitholders to recover claims against the Management Company and the Fund Supervisor are limited. The Commitment between the Management Company and the Unitholders and the Fund Supervisor Appointment Agreement between the Management Company and the Fund Supervisor limit the liability of the Management Company and the Fund Supervisor, as the case may be, to any matter or thing done or suffered or omitted to be done by them in good faith in the absence of fraud, willful

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2015 Annual Report - Digital Telecommunications Infrastructure Fund default, breach of trust or where the Management Company or the Fund Supervisor fails to exercise due care. In addition, the Commitment and the Fund Supervisor Appointment Agreement provides that the Management Company and the Fund Supervisor are entitled to be indemnified against actions, costs, claims, damages, expenses or demands to which it may be subject as the manager or supervisor of DIF, respectively, so long as such action, cost, claim, damage, expense or demand is not occasioned by fraud, willful default, breach of trust or where the Management Company or the Fund Supervisor fails to exercise due care. As a result, the Fund’s rights and the rights of Unitholders to recover claims against the Management Company and the Fund Supervisor may be limited.

4.2 Risks Relating to the Telecom Infrastructure Business 4.2.1

A decrease in demand for telecommunications infrastructure assets in Thailand could materially and adversely affect the Fund’s operating results. The Fund’s business will consist primarily of owning telecommunications towers and related infrastructure and FOC grid and upcountry broadband system and providing access to these towers and the FOC grid and upcountry broadband system to mobile and other telecommunications service providers. The Fund will also acquire the right to revenues to be generated from BFKT’s and AWC’s rental of the BFKT Telecom Assets and AWC Towers, respectively. Factors adversely affecting the demand for telecommunications tower space, use of active telecommunication infrastructure and FOC grid and upcountry broadband system in Thailand in general, and space on towers, capacity on FOC and the Fund’s right to revenues generated from the rental of the BFKT Telecom Assets and AWC Towers in particular, would adversely affect the Fund’s prospects, financial condition and operating results. The Fund’s business and strategic plans are based partly on the assumption that the subscriber base for mobile telecommunications services in Thailand will grow at a rapid pace and that the mobile telecommunications service providers in Thailand will adopt the tower sharing model on a widespread basis. If the mobile telecommunications services market of Thailand does not grow or grows at a slower rate than the Fund expect, or the behavior of market players does not meet the Fund’s current expectations, the demand for the Fund’s telecommunication infrastructure assets will be adversely affected, which in turn would have a material adverse effect on the Fund’s business, prospects, results of operations, cash flows and financial condition.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 4.2.2

The Fund is heavily dependent on factors affecting the mobile telecommunications industry in Thailand, in particular the growth of True Group and the anchor tenants. The Fund is heavily dependent on factors affecting the mobile telecommunications industry in Thailand, in particular the growth of True Group and the anchor tenants. The Fundâ&#x20AC;&#x2122;s operations and performance are directly related to the performance of the telecommunications industry in Thailand, and are therefore affected by factors that generally affect that industry. The telecommunications industry is sensitive to factors such as consumer demand and telecommunications service providersâ&#x20AC;&#x2122; debt levels, their ability to service their debt and other obligations and general economic conditions. In addition, the telecommunications industry of Thailand may face policy changes in response to recent industry developments, including the liberalization of the industry and issuance of new service licenses by the Regulatory Authorities, coupled with increasing competition and declining ARPU. There can be no assurance that 3G, 4G or other new telecommunication technologies in Thailand will be deployed or adopted as rapidly as the Fund expect, or that these new technologies will be implemented in the manner that the Fund anticipate. For example, while telecommunications service providers have rolled out their 3G services, this has not yet resulted in a significant increase in their demand for new towers as these service providers have upgraded their existing active infrastructure to provide 3G services for the first phase instead of renting, building or utilizing additional towers for the rollout of such services. Further, the deployment of 4G services has been limited to date. The demand by consumers and the adoption rate for these new technologies, once deployed, could be slower than anticipated. Any of these factors could have a material adverse effect on the growth of telecommunications service providers in Thailand like the Fund.

4.2.3

Increasing competition in the telecommunications infrastructure business may create pricing pressures that may adversely affect the Fundâ&#x20AC;&#x2122;s business, prospects, operating results, cash flows and financial condition. The telecommunications infrastructure business in Thailand is becoming highly competitive in nature. The Fund faces competition in the market from the telecommunications infrastructure assets provided by mobile telecommunications service providers and potentially in the future from independent telecommunications infrastructure companies. Certain established mobile telecommunications service providers such as AIS and DTAC have their own telecommunications infrastructure portfolios, and may be contemplating offering similar services as those of DIF or transferring these to independent infrastructure companies. Such mobile telecommunications service providers might also be required to share their passive telecommunications infrastructure assets, including towers, with Page 61

2015 Annual Report - Digital Telecommunications Infrastructure Fund other mobile operators pursuant to the Infrastructure Sharing Notification, which might reduce demand for the leasing, operating and managing of the Fund’s Telecom Infrastructure Assets. Thailand’s incumbent telecommunication providers, CAT Telecom and TOT, may also, subject to regulatory and governmental approvals, establish independent infrastructure businesses that could compete directly with the Fund’s. Certain of True Group’s and the anchor tenants’ competitors may have access to greater financial resources than they do, or may act in unison with each other to the Fund’s disadvantage. Further, independent domestic tower operators may enter the market, which may lead to consolidation and the emergence of stronger competitors. The Fund operate only in the Thai market and have a limited number of tenants that also perform operating and management functions and in the event the Fund lose any such tenants due to any competitive pressures or otherwise, or such tenants choose to use the services of other telecommunications infrastructure asset providers in the expansion of their networks, the Fund may not be able to find new tenants that also perform operating and management functions for the Fund’s Telecom Infrastructure Assets and may not benefit from the rollout plans of such potential tenants, which may adversely affect the Fund’s business, prospects, results of operations, cash flows and financial condition. Increasing competition could also make securing the rights to land for the Fund’s telecommunications towers more costly. The Fund cannot assure investors that the Fund will be able to successfully compete within this increasingly competitive industry. 4.2.4

New technologies could make the Fund’s business less desirable to current and/or potential customers and result in decreasing revenues. The development and implementation of new technologies designed to enhance the efficiency of networks could reduce the use of and need for telecommunications tower-based wireless transmission and reception services, as well as FOC networks, which would likely have the effect of decreasing demand for the Fund’s telecommunications towers and FOC grid. Examples of such technologies include technologies that enhance spectral capacity. In addition, the emergence of new technologies could reduce the need for telecommunications tower-based broadcast services transmission and reception and FOC networks. The development and implementation of any of these and similar technologies to any significant degree could reduce and even eliminate the demand for the business services that the Fund provides and could have a material adverse effect on the Fund’s business, prospects, results of operations and financial condition. The Thai mobile telecommunications industry has experienced consolidation in the past and may experience further consolidation in the future, which may result in the consolidation of mobile

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2015 Annual Report - Digital Telecommunications Infrastructure Fund telecommunication networks and reduced capital expenditures due to the potential overlap in network coverage and in expansion plans. Significant consolidation among the Fund’s tenants and potential co-location tenants, both of which would perform operation and management functions on the Fund’s telecommunications infrastructure assets, may result in reduced capital expenditures in the aggregate because the existing networks of many mobile carriers overlap, as do their expansion plans. Pursuant to any such consolidation, certain parts of the Fund’s actual or potential tenants’ merged networks may be deemed to be duplicative and these tenants may attempt to eliminate these duplications. The Fund’s future results of operations could be negatively impacted if a significant portion of the Fund’s lease revenue or the right to revenue under the Master Lease, Operation and Management Agreements and Asset and Revenue Sale and Transfer Agreements, respectively, is eliminated from the Fund’s ongoing contractual revenues. There can be no assurance that there will not be further consolidation of Thai mobile telecommunication operators in the future, which could decrease the Fund’s revenue from the Fund’s tenants that also perform operation and management functions and may adversely affect the Fund’s business and financial condition. 4.2.5

If mobile service providers consolidate or merge with each other to any significant degree, the Fund’s revenue and ability to generate positive cash flows could be adversely affected. The Thai mobile telecommunications industry has experienced consolidation in the past and may experience further consolidation in the future, which may result in the consolidation of mobile telecommunication networks and reduced capital expenditures due to the potential overlap in network coverage and in expansion plans. Significant consolidation among the Fund’s tenants and potential co-location tenants, both of which would perform operation and management functions on the Fund’s telecommunications infrastructure assets, may result in reduced capital expenditures in the aggregate because the existing networks of many mobile carriers overlap, as do their expansion plans. Pursuant to any such consolidation, certain parts of the Fund’s actual or potential tenants’ merged networks may be deemed to be duplicative and these tenants may attempt to eliminate these duplications. The Fund’s future results of operations could be negatively impacted if a significant portion of the Fund’s lease revenue or the right to revenue under the Master Lease, Operation and Management Agreements and Asset and Revenue Sale and Transfer Agreements, respectively, is eliminated from the Fund’s ongoing contractual revenues. There can be no assurance that there will not be further consolidation of Thai mobile telecommunication operators in the future, which could decrease the Fund’s revenue from the Fund’s tenants that also perform operation and management functions and may adversely affect the Fund’s business and financial condition.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 4.2.6

Licenses and permits required in the telecommunication infrastructure business are varied and may be difficult to obtain, and once obtained, may be amended, restricted or revoked or may not be renewed. The rollout of telecommunications towers, FOC and broadband systems requires approvals or permits from various authorities, including the NBTC, the Public Utilities Authorities and local officials (for construction permits in the case of towers). These licenses or approvals are subject to review, interpretation, modification, restriction or termination by the relevant authorities and as a result of any such actions the Fund may be unable to utilize the Fund’s Telecom Infrastructure Assets in the manner expected. The Telecom Infrastructure Business may require various permits, licenses and approvals from various authorities as and when the Fund is required or obligated to obtain them or when they are due for renewal, which could have an adverse effect on the Fund’s prospects, business, result of operations and financial conditions. Further, these permits, licenses and approvals are subject to conditions and the Fund cannot assure investors that the Fund will be able to meet these conditions on an ongoing basis, which may lead to cancellation, revocation or suspension of the relevant permits, licenses or approvals. Failure to renew, maintain or obtain the required permits, licenses or approvals may result in the interruption of the Fund’s tenants’ operations and may have a material adverse impact on the Fund’s business. The Fund cannot assure investors that the relevant authorities will not take any action or impose any conditions in relation to such licenses that could materially and adversely affect the Fund’s operations. In addition, if the Fund is unable to obtain certain of these approvals and permits, the Fund may be required to seek alternative sites and incur considerable effort and expense where a suitable alternative site is not available. In addition, litigation costs and expenses could have a material adverse effect on the Fund’s prospects, business, results of operations and financial condition.

4.2.7

The litigation expenses that might lead to the negative impacts towards the Fund’s business opportunities, business, operating results, and financial positions The litigation expense related to the Telecom Infrastructure Business and Assets that the Fund or anchor tenants have responsibility, including the penalties that the court commands the Fund or anchor tenants to pay for certain cases might be substantial in amount. The burden to pay for them might impact the rents and the revenues that the Fund expects to receive. Also, if the expenses are considered material, there shall be some negative influences towards the Fund’s business opportunities, business, operating results, and financial positions.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 4.2.8

Thailand’s communications industry is regulated by the NBTC, which is a newly established body, and a 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 2000 Frequency Allocation Act and the TBA Act. In October 2004, the National Telecommunications Commission (NTC) was established as the new independent regulator of the telecommunications industry in Thailand, assuming the regulatory functions previously exercised by the Telephone Organization of Thailand (the predecessor of TOT), the principal provider of domestic wire line communication services in Thailand, the Communications Authority of Thailand (the predecessor of CAT Telecom), the principal provider of international communications services in Thailand, and all other previous telecommunications regulators. The current Thai Constitution enacted in August 2007 provided that key telecommunications laws and regulations shall remain in effect. However, section 47 of the 2007 Constitution states that there shall be a single entity regulating both telecommunications and broadcasting industries. In December 2010, the 2010 Frequency Allocation Act established the National Broadcasting and Telecommunications Commission (“NBTC”) and replaced the NTC. The NBTC has broad powers over the telecommunications and broadcasting industries under the grant of powers by the 2010 Frequency Allocation Act, the Radio and Television Broadcasting Act B.E. 2551 (2008) and the TBA Act. There are two subcommittees under the NBTC to regulate broadcasting and telecommunications sectors; namely, the Broadcasting Committee and the Telecom Committee. In April 2012, the NBTC issued regulations prescribing three master plans, a Spectrum Frequency Management Master Plan (including the National Table of Frequency Allocation), a Broadcasting Master Plan and a Telecommunications Master Plan. These master plans set out guidelines for, among other things, the licensing regime, the numbering plan, universal service obligations, radio frequency allocation, interconnection arrangements and consumer protection. The NBTC enforces most rules issued by the NTC and also issues new or newly-amended regulations covering various topics such as (1) types of telecommunication services and issuance conditions of telecommunication license; (2) qualifications and procedures to apply for three types of licenses existing in Thailand; (3) allotment measures of numbers; (3) telecom licensing fees; (5) acquisition by foreign entity; (6) mobile number portability; (7) regulations on antitrust and unfair competitions; (8) regulations on network interconnection; (9) procedures for grievances by customers and responses; (10) standards of telecommunication service agreement; (11) maximum service rates

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2015 Annual Report - Digital Telecommunications Infrastructure Fund allowed to charge and advanced service charge; (12) regulations on personal data protection; (13) domestic roaming; (14) infrastructure sharing and (15) wholesale and resale of service. The 2010 Frequency Allocation Act meanwhile requires the NBTC to â&#x20AC;&#x153;auctionâ&#x20AC;? the telecom frequency to telecom operators and the first 3G frequency was successfully auctioned for the first time in 2012 resulting in three companies within the groups of the current telecom operators to be allocated the frequency under 2100 MHz band. The 2010 Frequency Allocation Act authorizes the NBTC to do the following: -

To formulate a policy and a master plan for the telecommunication, radio and broadcasting businesses as well as for allocating frequency to be used in these businesses based on the provisions of (1) the 2007 Constitution of Thailand; and (2) the Spectrum Frequency Management master plan. To set a structure for calculation of fees and service fees that telecommunication providers and radio and TV operators will charge clients as well as a structure to calculate rates of network interconnection. To issue license and to supervise the use of radio frequency in the telecommunication, radio and broadcasting businesses. To set criteria and procedures to issue licenses to telecommunication operators and radio and television broadcasters in Thailand including terms, conditions and licensing fees; to supervise the telecommunication, radio and broadcasting businesses in Thailand To set up criteria and specifications of the telecommunication, radio and broadcasting businesses in Thailand as well as criteria and procedures of network interconnection and access To plan the allocation of telecom numbering, to designate the numbering to service operators and to determine criteria and procedures for mobile number portability. To promote fair competition in the telecommunication industry To set up measures promoting antitrust and preventing unfair competitions To specify universal service obligations and terms and conditions to provide service in remote areas; and To set criteria and procedures to protect the rights of telecommunication users and users of radio and TV broadcasting.

Although the NTC, a former telecommunications regulator established by the 2000 Frequency Allocation Act, issued many telecom regulations which created a fundamental regulatory framework for the telecom industry, the new 2010 Frequency Allocation Act sets out regulatory frameworks Page 66

2015 Annual Report - Digital Telecommunications Infrastructure Fund different from those of the 2000 Frequency Allocation Act. In addition, the structure of the regulatory entity has changed, as the Telecom Committee is now subcommittee of the NBTC, and therefore subject to the NBTC board’s approval for certain issues. Due to these regulatory changes, the Fund cannot predict how the NBTC will exercise its regulatory authority, the nature and scope of the policies and regulations the NBTC will issue in the future or how the NBTC will supervise the implementation of its existing and future policies and regulations. The Fund cannot predict the impact of any of the actions that the NBTC has taken since its formation. In particular, the Fund cannot predict the impact that the new regulations may have on True Group’s rights. In addition, future roles of Ministry of Information and Communication Technology who is responsible for the planning, promotion and development of Thailand’s ICT industry and policy formulation of state-owned enterprises remain unclear. These uncertainties resulted from a material reform of Thailand’s telecommunication industry supervision mechanisms may negatively affect True Group’s ability to exercise its business strategy or to adapt to changing market circumstances. Although the Fund is confident that the formation of an independent unit is a positive development for private operators such as True Group, the Fund, however, cannot affirm that the NBTC won’t do anything that may adversely affect True Group’s business, financial status, operating result and even business opportunity. For example, if NBTC has a policy or regulation that leads to higher competitions or lower service charges in the industry that True Group is competing or may enter, its business, financial status, operation result and business opportunity will be negatively affected. 4.2.9

The Fund’s ability to provide services may be interrupted due to system failures or a shutdown of True Group’s information technology systems. Under the Master Lease, Operation and Management Agreements and the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC, the Fund will rely extensively on True Group’s information technology systems to provide connectivity across the Fund’s business functions through software, hardware and network systems. The Fund relies on these systems to, among other things, monitor the performance of the Fund’s towers and FOC grid and other facilities such as electricity and air-conditioning systems, maintain the Fund’s internal controls and enable the Fund’s business planning. Any failure in information technology or loss of connectivity or any loss of data arising from such failure, over which the Fund has only a limited degree of control, could have a material adverse effect on the Fund’s business, prospects, results of operations and financial condition.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 4.2.10 The Fund’s telecommunications towers, FOC assets, upcountry broadband system and related infrastructure may be affected by natural disasters and other unforeseen damage for which the Fund’s insurance may not provide adequate coverage. The Fund’s telecommunications towers, FOC and upcountry broadband assets and related infrastructure are subject to risks associated with natural disasters, such as wind storms, floods, earthquakes, as well as other unforeseen damage, such as floods similar to those that occurred in Thailand between September and December 2011.Any damage or destruction to the telecommunications towers, FOC assets or related infrastructure the Fund will own, lease or derive revenue from or any disruption of, or negative impact on the Thai economy as a whole as a result of these or other risks could adversely impact the Fund’s ability to provide services to the Fund’s customers and could impact the Fund’s results of operations and financial condition. While the Fund, AWC and BFKT will maintain customary insurance for the respective Telecom Infrastructure Assets, the Fund, AWC and BFKT may not have adequate insurance to cover the associated costs of repair or reconstruction and/or certain risks might not be insurable. Further, the business interruption insurance the Fund will have on certain assets may not adequately cover all of the Fund’s lost revenues and potential revenues from new tenants that could have been added to the Fund’s towers but for the damage or other consequential losses. If the Fund is unable to provide services to our tenants that also perform operation and management functions as a result of any damage to the Fund’s telecommunications towers, FOC assets and related infrastructure, it could lead to loss of such tenants, resulting in a corresponding adverse effect on the Fund’s business, prospects, results of operations and financial condition.

4.3 Risks Relating to True Group’s Telecommunications Business 4.3.1

True Group competes with its concession grantors, which are State-owned Enterprises, and this has led to and could continue to lead to disputes with them. True Group partially depends on concessions granted by TOT to provide wire line and related services, including data communications services and multimedia services. TOT and CAT Telecom are also two of True Group’s major competitors. TOT provides, among other things, domestic wire line telecommunications, public payphone, data, broadband and multimedia services, including leased lines and Internet access, and mobile communications services in Thailand. CAT Telecom provides, among other things, international telephone, data and mobile communications services in Thailand.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund Competing with True Group’s concession grantors, which are State-owned Enterprises, has resulted and may continue to result in significant conflicts of interest that can lead to disputes. These disputes can adversely affect True Group’s business in a number of ways. True Group cannot assure investors that any ongoing or new disputes will not affect its relationship with TOT and CAT Telecom. Nor can True Group assure investors that any of these disputes will be successfully resolved in its favor, and if True Group is unsuccessful, its business, financial condition, results of operations and prospects could be adversely affected. Even if True Group obtains a final and non-appealable arbitral award or court judgment in its favor, True Group may not be successful in enforcing its rights to collect any damages or other remedies awarded to it in full or at all, or on a timely basis. 4.3.2

Certain agreements between CAT Telecom and True’s subsidiaries in relation to 3G Services on the 850 MHz frequency spectrum are the subject of investigations and maybe further amended by a Thai court or regulatory authority. Following the execution of the HSPA Agreements in January 2011, certain Government Agencies, Independent Agencies, Regulatory Authorities and parliamentary agencies began investigating aspects of the HSPA Agreements, including whether the HSPA Agreements fall under the 1992 PPP Act or violate provisions of the Frequency Allocation Act or TBA Act. Investigations and/or inquiries are being conducted by the National Anti-Corruption Commission. Pursuant to a June 2012 resolution of the NBTC’s telecom committee requesting that CAT Telecom and BFKT and Real Move, respectively, execute certain amendments to the HSPA Agreements, the parties have entered into MOUs. As of the date of the Prospectus, the parties are in the process of entering into amendments to their respective HSPA Agreements that incorporate the terms of the MOUs and comments received from the NBTC’s telecom committee following its review of the MOUs. On October 17, 2013, the NBTC approved the amendments to the HSPA Agreements proposed in the MOUs. As of the date of the Prospectus, the proposed amendments under the MOUs have not been ratified by BFKT and Real Move, respectively, and CAT Telecom. Although the Cabinet on October 8, 2013approved a budget of THB14.545 billion for CAT Telecom to invest in the 3G HSPA network pursuant to the HSPA Agreements, pending further contract and project approval procedures by relevant authorities with respect to payments made or received under the HSPA Agreements and the amendments of the HSPA Agreements as contemplated by the MOUs, CAT Telecom is currently not receiving or issuing payments to settle liabilities with BFKT or Real Move in accordance with the HSPA Agreements, nor is CAT Telecom making or receiving interconnection payments with other mobile operators. As of December 31, 2012, the amount of unbilled receivables

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2015 Annual Report - Digital Telecommunications Infrastructure Fund due to BFKT from CAT Telecom under the HSPA Leasing Agreement was approximately THB6.9 billion. CAT Telecom’s refusal to make payments to BFKT under the HSPA Leasing Agreement could render BFKT and AWC unable to pay revenues to the Fund with respect to the BFKT Telecom Assets and AWC Towers, respectively, under the Asset and Revenue Sale and Transfer Agreements with BFKT and AWC. In addition, CAT Telecom’s refusal to make or receive interconnection payments with other mobile telecommunication operators could also subject CAT Telecom to accrued default interest, and CAT Telecom may seek reimbursement from Real Move. Any refusal to make payments under any agreement to which CAT Telecom and BFKT or Real Move is a party or any attempt by CAT Telecom to seek reimbursement from Real Move would affect the Fund’s business, cash flows, financial condition and prospects. CAT Telecom also has call options to purchase approximately 667 of the BFKT Towers and BFKT FOC Transmission Grid that BFKT will sell the rights to the net revenues generated from to DIF pursuant to the Asset and Revenue Sale and Transfer Agreement with BFKT. In order to exercise its call option, CAT Telecom must pay the purchase price for the actual cost of the towers and FOC and transmission equipment plus interest thereon at the rate of the average minimum lending rate of four major Thai banks if the call option is exercised during the initial six months following the date of which such towers and FOC and transmission equipment are leased or 1% per month if the call option is exercised after the initial six months. As a State-owned Enterprise, CAT Telecom may also be required to obtain approval from certain Independent Agencies and the Cabinet before exercising its call option. If CAT Telecom were to exercise its call options to purchase the towers and FOC and transmission equipment owned and operated by BFKT following the completion of the Offering, BFKT would be obligated under the Asset and Revenue Sale and Transfer Agreement to replace such assets prior to the expiration of the HSPA Leasing Agreement, failing which BFKT will pay the Fund the terminal value of such assets, which may not accurately represent the full economic value of otherwise owning such assets for the remainder of their useful lives. In April 2013, the NBTC passed a resolution with respect to the investigation on the alleged violation of TBA Act in favor of BFKT and CAT Telecom in which the NBTC decided not to file a criminal charge against BFKT and CAT Telecom. In June 2013, the Council of State issued a legal opinion stating that the HSPA Agreements are not subject to the 1992 PPP Act.45However, if the final determinations of other investigations being conducted by other Independent Agencies result in unfavorable decisions that are further endorsed by the final judgment of the Thai court with a finding that the HSPA Agreements fall under the 1992 PPP Act or violate the Frequency Allocation Act, TBA Act or other relevant laws and regulations, regulatory and/or legal action may be taken against CAT Page 70

2015 Annual Report - Digital Telecommunications Infrastructure Fund Telecom, BFKT and/or Real Move, including, but not limited to, actions seeking to further amend the HSPA Agreements. If BFKT’s telecom equipment rental services and operation and maintenance services are found to be in violation of the TBA Act due to the operation of a telecommunications business or use of a telecommunication spectrum frequency without the required permission or a license, BFKT could be subject to criminal prosecution and, if found guilty, its network equipment could be confiscated. Any material adverse change to the HSPA Agreements or confiscation of BFKT’s network equipment would materially and adversely affect the Fund’s business, cash flows, financial condition and prospects. 4.3.3

Any termination or expiry of any concession or conversion of a concession to a license could materially and adversely affect True Group’s operations. True Group’s Joint Operation Agreement may be terminated for a number of reasons, including, among others, if it fails to comply with the terms of the Joint Operation Agreement. Moreover, disputes with TOT could lead it to attempt to terminate the Joint Operation Agreement. If True Group’s concessions were terminated for any reason, it would be likely to have a material and adverse effect on True Group’s business and could adversely impact the Fund’s business prospects, results of operation, cash flow and financial condition. Although the Joint Operation Agreement entitles it, in the event the concession were terminated, to compensation for the value of the network assets it built and transferred to TOT, True Group cannot assure investors as to the timing or amount of any such compensation. Furthermore, even if True Group were compensated, it does not expect that this compensation would offset the damage to its business arising from the termination of the Joint Operation Agreement. If any of True Group’s concessions were terminated, it cannot assure investors that it would be able to obtain the necessary licenses from the NBTC permitting it to continue operating the business that was covered by the terminated concession or that the terms of any such license, if granted, would not be less favorable than the terms of True Group’s Joint Operation Agreement or the license terms applicable to its competitors. The Wireless Concession expired on September 15, 2013, and True Group anticipates that the NBTC will prioritize the auction of the 1800 MHz frequency to ensure there is no disruption of service to existing customers. In August 2013, the NBTC issued a regulation to protect mobile customers during the transition period from the day after the Wireless Concession ends until the NBTC awards a license to a winning bidder. Under the regulation, CAT Telecom and True Move are required to provide services continuously during the period from the expiry of the Wireless Concession until the NBTC allocates the frequency to a winning bidder, but in any event no longer than one year from the

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2015 Annual Report - Digital Telecommunications Infrastructure Fund expiry of the Wireless Concession. The regulation also provides that CAT Telecom and True Move shall receive revenues for the provision of services on behalf of the state and must specifically segregate the received amount into a designated account. CAT Telecom and True Move must then report to the NBTC the amount of revenues and interest after deducting network-related expenses, numbering fees, administrative expenses and other costs relating to the provision of services. The remaining amount after such deductions must be delivered to the Office of the NBTC for verification prior to the NBTC recognition of it as public revenue. There are uncertainties as to whether the NBTC can complete the auction process and award licenses to winning bidders within the one-year period. If the NBTC fails to do so and does not allow CAT Telecom to continue using the 1800 MHz frequency after the one-year period from the expiry date of the Wireless Concession or True Move is not granted the right to continue service to its 1800 MHz customers in connection with the auction of the 1800 MHz frequency, True Move’s services to its 1800 MHz customers may be disrupted. The Thai government has requested a number of telecommunications service providers to participate in discussions regarding the conversion of their concessions into licenses or other arrangements as part of its liberalization of the telecommunications market. Under Thai law, both parties to the concession must reach an agreement on the terms of the conversion arrangement in order to convert the concession. However, True Group cannot predict what the46terms of the conversion arrangements will be, and it cannot assure investors that the conversion arrangements for the Fund’s concessions would be on terms that are as favorable as the terms applicable to True Group’s competitors or the terms it has now. If other telecommunications service providers negotiate better terms for their concession conversion than True Group does, True Group could be placed at a competitive disadvantage. If the new terms are not as favorable as the terms True Group has now, it would significantly affect the business operations of True Group and its business, financial condition, results of operations and prospects could be adversely affected. 4.3.4

New license and USO fees and potential fees associated with the scheduled expiry of the Wireless Concession may result in an increase in ongoing operating expenses for True Group. On December 28, 2012, the NBTC’s Notification on Telecommunications License Fees became effective and replaced the previous NTC notifications on license fees both for telecommunications license and Internet license. Previously, Type One and Type Two telecommunications business licensees paid fixed fees for their annual license fees in range of 20,000 to 250,000 THB depending on the type of license. Under the new notification, the annual fees for all types of telecommunications business license will be subject to a percentage rate to the maximum of 1.5% of the gross revenue from the telecommunications services. In addition, the NBTC issued the Notification on the Criteria and Procedure to Collect Revenue for the Use of Universal Service Obligations B.E. 2555 (2012) Page 72

2015 Annual Report - Digital Telecommunications Infrastructure Fund (“USO Notification”) in May 2012. Under the USO Notification, every type of licensee must allocate up to 3.75% of its net revenue, after deduction of certain limited expenses to the Broadcasting and Telecommunications Research and Development Fund for Public Interest. The new license and USO fees may result in higher regulatory costs for the anchor tenants and members of True Group which hold Type One or Type Two licenses. The Wireless Concession expired on September 15, 2013. The NBTC is allowing True Move to continue providing services to its existing customers until the 1800 MHz frequency is auctioned. If True Group subsequently becomes the winning bidder and starts providing services under its new license, True Group may, during such transition period, be subject to additional fees to be paid to the NBTC, including fees to utilize frequency and license fees. Any additional fees True Move may be required to pay to continue providing services on the1800 MHz frequency band could materially and adversely affect True Group’s business, prospects, and results of operations, cash flows and financial condition.

4.4 Risks Relating to the Investment Units 4.4.1

The price of the Investment Units could fluctuate significantly and investors may not be able to resell the Investment Units at or above the offering price. The trading price of the Investment Units after the Combined Offering may be at prices significantly below the offering price of the Investment Units. There are factors that may cause the market price and demand for the Fund’s Investment Units to fluctuate substantially, or may result in the Investment Units trading in the secondary market at prices that are higher or lower than the NAV per Investment Unit. In addition, the Investment Units are not capital-safe products and there is no guarantee that Unitholders can regain the amount invested. If the Fund is dissolved or liquidated, it is possible that investors may lose all or a part of their investment in the Investment Units. Furthermore, the current tax regulations in Thailand do not impose any corporate taxes on the income of mutual funds, including DIF. If there are any changes to the tax regulations, other laws or regulations such that DIF and/or the Unitholders become subject to taxes such tax payments may have a material and adverse effect on the Fund’s business, financial condition, operating results, business prospects and the Unitholders’ investment in DIF and may also result in a lower level of distributions to Unitholders and/or higher tax liabilities to the Unitholders, which may in turn adversely affect the price of the Investment Units.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 4.4.2

Future sales of the Investment Units, and the availability of large amounts of Investment Units for sale, could adversely affect the trading price of the Investment Units. Upon completion of the Combined Offering, True and/or related parties can hold no less than 18%, but no more than 1 over 3, of the total Investment Units issued in the Combined Offering. True has agreed with the Management Company on behalf of the Fund that from the Fund Registration Date until the date that is five years from the Fund Registration Date, subject to certain exceptions, True’s holding of Investment Units will not fall below 18% of the total number of Investment Units issued in the Combined Offering. Under the lock-up provisions agreed with the Management Company on behalf of the Fund, True will be free to sell the Investment Units they control any time after the date that is five years from the Fund Registration Date. Under certain restriction on selling the investment units, True is able to sell out the units after December 2018. Significant sales of the Investment Units by True, or the perception that significant sales may occur, could adversely affect the trading price of the Investment Units. The Fund cannot predict the effect, if any, that future sales, or the availability of Investment Units for future sale, will have on the market price of the Investment Units prevailing from time to time. Sales of substantial amounts of Investment Units in the public market following the Combined Offering, or the perception that such sales may occur, could adversely affect the market price of the Investment Units on the SET. These sales may also make it more difficult for the Fund to raise capital through the issue of new investment units at a time and at a price the Fund deems appropriate.

4.4.3

TUC’s letter of support is neither legally binding nor a guarantee, and TUC is not legally obligated to support BFKT in the manner contemplated by the letter of support. The letter of support that TUC will provide to BFKT is not legally binding and is not a guarantee by TUC and payment obligations of BFKT under the Asset and Revenue Sale and Transfer Agreement with BFKT are not backed by the credit of TUC pursuant to the letter of support. Accordingly, the Fund cannot assure investors that TUC will provide support to BFKT in the manner contemplated in the letter of support. Furthermore, the letter of support does not create any binding obligation on TUC to provide BFKT with direct financial support to meet BFKT’s payment obligations in general and under the relevant Asset and Revenue Sale and Transfer Agreement. Finally, the Fund, the Management Company, the Unitholders and BFKT will not be able to bring any action against TUC to enforce the letter of support.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 4.4.4

TUC may not have the funds necessary to satisfy BFKT’s payment obligations under the relevant Asset and Revenue Sale and Transfer Agreement and Unitholders will not have any direct right of action against TUC pursuant to the letter of undertaking. Pursuant to the letter of undertaking, TUC will agree to pay or procure the payments of the net revenues due to the Fund by BFKT in accordance with the relevant Asset and Revenue Sale and Transfer Agreement for a limited period of time from the Investment Date until the date on which CAT Telecom commences making payments to BFKT pursuant to the HSPA Leasing Agreement. Assuming no payments or only partial payments are received by BFKT from CAT Telecom under the HSPA Leasing Agreement for an extended period of time, the Fund cannot assure investors that TUC or any of its affiliates would have the funds necessary or would be able to procure the payments necessary to satisfy the financial obligations of BFKT owed to the Fund under the relevant Asset and Revenue Sale and Transfer Agreement. In addition, the Unitholders will not be able to bring any direct action against TUC should TUC fail to meet its obligations under the letter of undertaking.

4.4.5

The Fund cannot assure investors that the Fund will be able to make distribution payments on the Investment Units or maintain any given level of distributions. The revenue that the Fund receives depends on, among other factors, the amount of revenues received and the amount of operating and other expenses incurred in relation to the Telecom Infrastructure Business. If the Telecom Infrastructure Assets and any other assets that the Fund may acquire or hold from time to time do not generate sufficient income, the Fund’s income, cash flow and ability to make distributions will be adversely affected. The Fund cannot provide any assurances that the Fund will be able to pay distributions or maintain distribution levels pursuant to the Fund’s stated distribution policy. Nor can the Fund provide investors with any assurance that the level of distributions will increase or be maintained over time, or that there will be increases in revenue, or that future acquisitions of investments (if any) will increase the Fund’s income available for distribution payments to Unitholders.

4.4.6

Unitholders are unable to require the repurchase of their Investment Units. As DIF is a closed-end infrastructure fund, Unitholders are not able to require the Management Company to repurchase their Investment Units. Therefore, the Fund cannot assure investors that investors will be able to dispose of their Investment Units at the price at which investors purchased the Investment Units or any price, or at all. Accordingly, investors may only be able to liquidate or dispose of their Investment Units through a sale of such Investment Units to third parties on the SET or a matching off-exchange transaction.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 4.4.7

The proceeds from dissolution of DIF may be less than the amount invested by investors in the Combined Offering. If DIF is dissolved, depending on the circumstances under which the Fund is wound up or dissolved and the terms upon which the Fund’s assets are disposed of, the Fund cannot assure investors that investors will recover all or any part of their investment.

4.4.8

Individual Unitholders may be subject to tax on dividends received from the Fund on a self declaration basis unless certain conditions are met and certain identifying information is provided. Pursuant to the Royal Decree No. 544 dated October 9, 2012 and the Notification of Director General (DGN) dated March 7, 2013 issued there under pursuant to the Thai Revenue Code, infrastructure funds have to comply with certain requirements and conditions and individual Unitholders have to provide certain identifying information in order for the individual Unitholders to enjoy personal income tax exemptions on dividends received from infrastructure funds for a period of 10 years from the registration of such infrastructure funds. The Management Company and DIF intend to comply with these requirements to the extent that they are able to do so. However, in order for the Management Company and DIF to comply with the requirements, individual Unitholders are required to provide certain identifying information. While under current Thai law no withholding tax would apply to dividend distributions, if the Management Company or DIF cannot comply with these requirements and conditions or the identifying information is not provided, individual Unitholders may be subject to full income tax on distributions received in respect of the Investment Units on a self-declaration basis. In such case, a failure to report and pay Thai tax may expose the individual Unitholders to civil and criminal penalties.

Legal disputes During the past fiscal year, the Fund had no legal or arbitration dispute. Neither did it have any other legal dispute that was materially and directly related to the Fund’s business the Management Company believes there would be an adverse effect to the business, financial status, operating result and future operation. Note: True and its affiliates are litigants in several litigations and disputes. Major legal disputes, either at court or under arbitration, are unpredictable and therefore nothing can be affirmed that True and its affiliates will win a particular case. True Group cannot predict result of the litigation or dispute as well as their financial impact. If the outcome is negative, this will affect True Group’s financial status, operating result and business opportunity which may also affect True and its affiliates’ ability to repay the Fund

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2015 Annual Report - Digital Telecommunications Infrastructure Fund under the Master Sub-lease, Operation and Management Agreement, as the case may be. Investors can find more information about this in True’s 2015 Annual Report.

6 Other important information 6.1 Change of the Fund’s name On August 20, 2015, the Management Company has received an approval by the office of Securities and Exchange Commission to amend the fund scheme regarding changing the Fund name in both Thai and English, including the Fund ticker. The existing name was TRUE Telecommunications Growth Infrastructure Fund (TRUEIF). The current name is Digital Telecommunications Infrastructure Fund (DIF). 6.1.1 Purpose of amendments to the Fund name a) To enhance the Fund’s ability to secure more third party tenants other than the founding lessees which are companies under True Group. This is because third-party tenants may be reluctant to lease assets owned by the Fund name after their competitor. b) To ensure that the new name reflect the current strategy of the Fund and to change investor’s perception about the Fund to be in accordance with the Fund’s current strategy. Since the Fund’s inception, investors have understood that all assets owned by the Fund came from True Group who is the only lessee of the assets. However, in future, the Fund may have an investment plan to invest in assets owned by other companies and secure tenants other than True Group to lease the Fund’s assets. The Fund name at its inception cannot reflect this current’s fund strategy. c) To promote the correct understanding of investors and the public about the relationship between the Fund and TRUE Group, and the Fund’s independency over TRUE Group. This is because the current name containing “TRUE” makes the investors and the public understand that the Fund is one of TRUE’s subsidiaries; and therefore, TRUE has influence over the Fund’s operations. However, in reality, TRUE is a major unitholder who has the ownership of approximately 28% of the Fund, and SCBAM has absolute power over the Fund’s operations, according to the extent mentioned in the Fund scheme.

6.2 The Fund Supervisor’s relocation The Fund Supervisor has relocated its office to the new address since September 21, 2015. The new address is as follows. Name

KASIKORNBANK Public Company Limited Page 77

2015 Annual Report - Digital Telecommunications Infrastructure Fund Address

33/4 The 9th Towers Grand Rama 9 (Tower A) Rama 9 Road, Huaykwang, Huaykwang, Bangkok 10310

Telephone

(66 2) 470 3201

Fax

(66 2) 2470 1996 7

6.3 Registrarâ&#x20AC;&#x2122;s relocation Thailand Securities Depository Company Limited (TSD), the registrar of the Fund, has relocated its office to the new address since January 4, 2016. The new address is as follows. Name Thailand Securities Depository Company Limited (TSD) Address

Registrar Department, Level 14 The Stock Exchange of Thailand Building Ratchadaphisek Road, Dindaeng, Bangkok 10400, Thailand

Telephone

(66 2) 009 9000

Fax

(66 2) 009 9991

Page 78

2015 Annual Report - Digital Telecommunications Infrastructure Fund 6.4 Mutual Fund Supervisory Opinion

Page 79

2015 Annual Report - Digital Telecommunications Infrastructure Fund

Section 2 Fund Management and Supervisor

Page 80

2015 Annual Report - Digital Telecommunications Infrastructure Fund

7 Information of Investment Units of the Fund 7.1 Investment Units of the Fund I.

II.

Investment Unit Information The Fund Capital

THB 58,080,000,000

Par Value

THB 10.00

Number of Investment Units

Unit 5,808,000,000

Investment Unit Type

Entered in a name certificate

IPO Price

THB 10.00

Current Authorized Capital

THB 58,080,000,000

Current Unit Price (as of March 22, 2016)

THB 14.50

Investment Unit Price Information Close price as of December 30, 2015

THB 12.40

Maximum Price in 2015 (as of August 14, 2015)

THB 13.50

Minimum Price in 2014 (as of January 12, 2015)

THB 10.60

Market Capitalization as of December 30, 2015

THB 72,019,200,000

Average Trading Value per Year (AOM Value)

THB 95,330,000

NAV of the Fund as of December 31, 2013

10.0471

NAV of the Fund as of December 31, 2014

12.4161

NAV of the Fund as of December 31, 2015

12.3241

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 7.2 Unitholder Information Overview as of February 9, 2016 Rights Type: XM (1)

Top 10 major unitholders Rank

Major Unitholders

TRUE CORPORATION PUBLIC COMPANY LIMITED

# Shares

% Shares

1,632,790,800

28.11

THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED

465,000,000

8.01

HSBC (SINGAPORE) NOMINEES PTE LTD

168,959,292

2.91

BANGKOK BANK PUBLIC COMPANY LIMITED

99,275,000

1.71

AIA Company Limited- AIA D-PLUS

98,744,900

1.70

RBC INVESTOR SERVICES BANK S.A.

85,606,990

1.47

CHASE NOMINEES LIMITED

77,341,000

1.33

KRUNGTHAI AXA LIFE INSURANCE PUBLIC COMPANY LIMITED

76,122,200

1.31

STATE STREET BANK AND TRUST COMPANY

49,043,900

0.84

46,734,900

0.80

10. RBC INVESTOR SERVICES TRUST

(2) Major unitholder (holding investment unit more than or equal to 10%, including the same group of person) Rank 1.

Major Unitholder True Corporation Public Company Limited

# Shares 1,632,790,800

% Shares 28.11

(3) Groups of unitholders having influence on materially assigning the policies related to management or operation of the Management Company Rank Major Unitholder # Shares % Shares 1.

True Corporation Public Company Limited

1,632,790,800

28.11

Page 82

2015 Annual Report - Digital Telecommunications Infrastructure Fund 7.3

Total Payout Summary 1) Dividend Distribution Policy The Fund has a policy to pay dividend distributions to Unitholders at least twice a year if the Fund has sufficient earnings. In order to comply with the Fund Scheme and the Securities Law, if the Fund has a net profit in a given year and does not have accumulated losses, it must pay, in aggregate, not less than 90% (or any other percentage as may be permitted by the Securities Law from time to time) of its adjusted net profit for the year as dividend distributions to Unitholders. The Management Company will calculate the adjusted net profit by deducting the following from the net profit of the Fund: a) unrealized gain from the appraisal of the infrastructure assets of the Fund and other adjustment items in accordance with the guidelines of the Thai SEC, to be in line with the cash basis of the Fund; b) capital reserve for the repair and improvement of the Infrastructure Business of the Fund, including the Telecom Infrastructure Assets, in accordance with the plans specified in the Fund Scheme and the Prospectus, as notified in advance by the Management Company to Unitholders from time to time or as approved by a resolution of the Unitholders; and c) capital reserve for repayment of any loan or commitment of the Fund according to the borrowing policy expressly specified in the Fund Scheme and Prospectus or notified in advance by the Management Company to Unitholders. In the event that the Fund has a non-cash expense, such as an expense that is gradually amortized or an unrealized loss, the Fund will create provisions for the items set out under (b) and (c) above in the amount not exceeding the amount prescribed under (b) and (c) above for each financial period less the non-cash expenses. If the Fund has accumulated profits, it may pay dividend distributions to Unitholders out of such accumulated profits. However, the payment of distributions from either the aforementioned net profit in a given year or such accumulated profits can be made only when the Fund does not have accumulated losses.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 2) Historical dividend payments

2015 (as paid)

2014 (as paid)

2014 (as paid minus dividend from the 2013 operating result)

(1) Dividend per unit (THB)

0.9460

0.9384

0.9144

- Paid from Q1 performance

0.2350

0.2643*

0.2403*

- Paid from Q2 performance

0.2365

0.1938

- Paid from Q3 performance

0.2370

0.2603

- Paid from Q4 performance

0.2375

0.2200

(2) Dividend payout ratio in comparison with the IPO price (THB 10 per unit)

9.46%

9.38%

9.14%

Note: * First-time dividend payment already included dividend from Q1/2014 performance (totaling 90 days) and 2013 starting from the Fundâ&#x20AC;&#x2122;s inception date up to the end of the year totaling 9 days. As a result, if the dividend of the nine-day period in 2013 hadnâ&#x20AC;&#x2122;t been included, Q1/2014 dividend would have been THB 0.2403 per unit.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

8 Fund Management Structure 8.1 The Management Company I.

Name, Address, Registration Code, Office Number and Fax Number Name

SCB Asset Management Co., Ltd.

Address

7-8th Floor. SCB Park Plaza 1 18 Ratchadapisek Road, Chatuchak, Bangkok 10900 Thailand

II.

Registration Code

0105535048398

Office Number

0-2949-1500

Fax Number

0-2949-1501

Company Website

http://www.scbam.com

Management Structure, List of Shareholders, List of Directors, Executives and Fund Managers The fact that Siam Commercial Bank (SCB) is a major shareholder of the Management Company (holding 100% of its shares) does not have any impact to the Management Companyâ&#x20AC;&#x2122;s controlling power since the company itself has a Board of Directors to oversee its management with absolute power in its administration with no Unitholderâ&#x20AC;&#x2122;s intervention.

Page 85

2015 Annual Report - Digital Telecommunications Infrastructure Fund Organization Structure

Based on the internal organization structure above, the operation of the Property and Infrastructure Department has been separated from others, and commands independence. Page 86

2015 Annual Report - Digital Telecommunications Infrastructure Fund The Department has clear procedures and work regulations and is supervised by the Risk Management Committee and the Compliance and Internal Audit Department, which is independent from the Companyâ&#x20AC;&#x2122;s management and which directly reports to the Board of Directors, to prevent fraud, corruption or malpractice. Board of Directors 1) Mr. Anucha Laokwansatit

Chairman of the Board of Directors

2) Mr. Smith Banomyong

Chief Executive Officer

3) Miss Ellen Nora Ryan

Director

4) Mr. Chalitti Nuangchamnong

Director

5) Mrs. Apiphan Charoenanusorn

Director and Member of the Audit Committee

6) Miss Saranya Vajakul

Director and Member of the Audit Committee

Management Team 1) Mr. Smith Banomyong

Chief Executive Officer

2) Mr. Narongsak Plodmechai

Managing Director & CIO

3) Miss Pinkeo Saikeo

EVP, Provident Fund Business Group

4) Mrs. Pinsuda Phuwiphadawat

EVP, Strategy & Planning Group

5) Mrs. Nunmanus Piamthipmanus

EVP, International Investment & Product Strategy Group

6) Miss Charupatra Tonglongya

EVP, Equity Investment Group

7) Mrs. Tipaphan Puttarawigorm

SVP, Property & Infrastructure Investment Group

8) Miss Varisa Labanukrom

SVP, Private & Institutional Business Group

9) Miss Somjai Rojnlertchanya

SVP, Accounting & Operation Group

10) Miss Amornmarn Ampornpisit

SVP, Agents Business Group

Page 87

2015 Annual Report - Digital Telecommunications Infrastructure Fund Fund Manager - DIF 1) Mr. Smith Banomyong 2) Miss Pijittra Trirattanathada Other than that, Mr. Chatree Rojana-Arpa and Mr. Kitigorn Tiwaporn also received a Fund Manager license for Infrastructure fund from the SEC but do not get involved in the management of the Fund. There are three full-time officers who are fully responsible for managing the Fund. III.

Duties and Responsibilities of the Management Company and the Fund Manager The Management Company and the Fund Manager are to manage the Fund, its assets and liabilities with accountability, prudence and integrity for the benefit of unitholders and ensure that the fund administration is in compliance with the Fund Scheme, commitments between Unitholders and the Management Company, resolutions adopted by unitholders, prospectus, securities laws and agreements that the Fund or the Management Company (for the purpose of fund management) or both are counterparties, or are about to enter as counterparties. Their roles and responsibilities are as follows: I.

Fund Administration and Management

In connection with administering the Fundâ&#x20AC;&#x2122;s activities and managing the Fund, the Management Company and Fund Managers shall be required: a) to strictly manage the Fund as stipulated in the Fund Scheme which has been approved by the Office of the SEC, the Commitment, Unitholdersâ&#x20AC;&#x2122; resolutions, the Prospectus, Securities Law and other agreements into which the Fund will enter, as well as to comply with the duties as stipulated under Section 125 of the Securities and Exchange Act; b) to procure that the Commitment, the Fund Supervisor Appointment Agreement, and the Prospectus, be in place once the SEC approves the Fundâ&#x20AC;&#x2122;s establishment, and the contents of each shall not be different from the draft Commitment, draft fund supervisor appointment agreement, and draft Prospectus submitted to the Office of the SEC; c) to keep the features and characteristics of the Fund not different from the material essence previously reviewed by the Office of the SEC at all times during the life of the Page 88

2015 Annual Report - Digital Telecommunications Infrastructure Fund Fund, and in case of any change in the features or characteristics of the Fund, to ensure that the Fund is still in compliance with the requirements under Thor Nor. 1/2554; d) to alter or modify the Fund Scheme or the management procedures in accordance with the terms, conditions, and criteria as specified in the Fund Scheme and to ensure that any alteration or modification of the Fund Scheme or management procedures complies with Section 129 of the Securities and Exchange Act; e) to deliver, distribute and make available the Prospectus and details of the Fund Scheme and the Commitment (which form parts of the Prospectus) according to the following criteria and procedures: 1) prior to the offering of the Investment Units, the Management Company shall make available to investors through an accessible channel, the draft Prospectus submitted to the Office of the SEC which contains information that is complete, accurate, sufficient and not misleading; 2) prior to the offering of the Investment Units, the Management Company shall deliver the Prospectus to the Office of the SEC not less than one Business Day prior to the delivery or distribution of the Prospectus to the investors and submit such Prospectus through the Mutual Fund Report and Prospectus System (MRAP); and 3) the Management Company shall deliver or distribute the Prospectus to interested investors and allow investors a reasonable period of time to review and study the information contained in the Prospectus before making an investment decision, the period of which in aggregation with the period required for the disclosure of the draft Prospectus as stipulated in (I) above shall not be less than 14 calendar days; f)

in the case of distributing information in relation to the offering of the Investment Units by means of advertisement, to ensure that the information provided through the advertisement is accurate and not misleading and that the advertisement complies with requirements as prescribed by the Office of the SEC;

g) if the Management Company appoints an underwriter to underwrite the Investment Units, the underwriter shall not be a Person within the Same Group of any person who agrees to sell, dispose of, transfer, lease or grant the right in relation to the Infrastructure Assets in which the Fund will invest; Page 89

2015 Annual Report - Digital Telecommunications Infrastructure Fund h) to undertake extensive public relations in relation to the offering of the Investment Units so that the information in relation thereto is dispersed to the public; i)

to manage Infrastructure Assets in accordance with and monitor the management thereof to be in compliance with the material terms of the Fund Scheme and to ensure that the agreements or documents entered or to be entered into in relation to the management of Infrastructure Assets contain the terms requiring that upon the occurrence of any event or change which may affect the value of the Infrastructure Assets, the lessee, the grantee or the contractor who seeks benefit from the Infrastructure Assets shall report the fact and reasons thereof to the Management Company without delay;

to acquire and dispose of Infrastructure Assets in accordance with the Fund Scheme and the Securities Law;

k) in seeking benefits from Infrastructure Assets, to ensure that the Fund shall not operate the Infrastructure Business itself but shall utilize such assets only by means of lease, conveyance of rights or third party operation, and to manage the Fund to obtain benefits from Infrastructure Assets in accordance with the Fund Scheme and the Securities Law; l)

to proceed according to the relevant notifications of the SEC or the Office of the SEC in the case of any person, and its Persons within the Same Group, holding Investment Units in aggregate of more than one-third of the total number of Investment Units sold;

m) to take necessary actions to monitor and ensure that the holding of Investment Units by Foreign Investors at any moment after the offering of Investment Units does not exceed the applicable limit; n) to increase or decrease the capital of the Fund in accordance with the Fund Scheme and with the rules and procedures prescribed under Thor Nor. 1/2554 and other applicable rules prescribed by the SEC, the Office of the SEC or the SET; o) to pay the Fundâ&#x20AC;&#x2122;s distributable income to Unitholders in accordance with the criteria and procedures prescribed in the Fund Scheme and the Commitment and in compliance with the Securities Law; p) to arrange for the Appraisal of Infrastructure Assets to be acquired by the Fund and subsequent appraisals with respect to assets to be transferred to the Fund in accordance with the Asset and Revenue Sale and Transfer Agreements that will be entered into between the Fund and the Transferring Entities or otherwise, and Page 90

2015 Annual Report - Digital Telecommunications Infrastructure Fund subsequent appraisals with respect to those Infrastructure Assets, each in accordance with the Fund Scheme and as required by the Securities Law; q) to proceed with the dissolution of the Fund as specified in the Fund Scheme and the Securities Law; r)

to set up and maintain systems appropriate for the administration and management of the Fund, at least with regard to the following matters: 1) the election or appointment of persons who have knowledge and competency appropriate for the administration and management of the Fund and ensuring that such persons so appointed have appropriate knowledge and competency to administer and manage the Fund; 2) the completion of an analysis and feasibility study for the Fundâ&#x20AC;&#x2122;s establishment and due diligence in respect of Infrastructure Assets to be invested in, as well as the disclosure of information relating to the Fund establishment and Infrastructure Assets which is accurate and sufficient for investors to make an investment decision; and 3) the supervision, administration and management of risks relating Infrastructure Assets in order to be in accordance with the Fund Scheme and to protect the Unitholdersâ&#x20AC;&#x2122; interests;

to administer and manage the Fund by itself and not to delegate its power to anyone except that the Management Company may delegate its power to other persons only in respect of investments in, and the seeking of benefits from, non-infrastructure assets and/or back office tasks, and such delegation (if any) must comply with the requirements under the Securities Law;

to oversee the management of the Infrastructure Assets of the Fund, including the Telecom Infrastructure Assets, which include certain telecommunications towers and related infrastructure and equipment for mobile telecommunications services, an FOC grid and upcountry broadband system, to be transferred to the Fund in accordance with the Asset and Revenue Sale and Transfer Agreements which will be entered into between the Fund and the Transferring Entities, as well as determine the rental rates, fees for the granting of rights or other related remuneration and the conditions of the agreements for the purpose of utilizing the Infrastructure Assets in order to maximize the benefits to the Fund in a manner as could be expected from an ordinary person under similar circumstances; Page 91

2015 Annual Report - Digital Telecommunications Infrastructure Fund u) in the case where the Infrastructure Asset is the right to future revenues or the right to revenue transfer, including, but not limited to, the right to revenues that the Fund purchases from BFKT and AWC: 1) to procure that BFKT, AWC and any party to an agreement who undertakes the Infrastructure Business (i) has a mechanism pursuant to which the Management Company or its designated persons are able to review or audit the revenues or revenue transfers to be received by the Fund; and (ii) submits reports or related information to the Management Company for the purposes of monitoring and reviewing the accuracy and completeness of such revenues or revenue transfers; and 2) to regularly monitor and audit the accuracy and completeness of the revenues or revenue transfers to be received by the Fund. If the Management Company finds any errors or discrepancies which may cause the Fund to not receive revenues accurately or completely in accordance with the agreed arrangements, the Management Company shall procure, or shall appoint an expert to procure, that BFKT, AWC and any such person who undertakes the Infrastructure Business, as applicable, rectify such errors; and v) to perform other acts to accomplish the objectives of the Fund and to maintain Unitholders’ benefits under the scope of duties and responsibilities of the Management Company, provided that such acts are not contrary to the Securities Law and/or any other relevant law; II.

Investments In connection with administering the Fund’s activities and managing the Fund, the Management Company and Fund Managers shall be required:

a) to enter into an agreement to acquire Infrastructure Assets on behalf of the Fund within six months from the Fund Registration Date, the value of which shall not be less than THB1,500,000,000 and no less than 75% of the value of the Fund’s total assets; b) to maintain the Fund’s total investment value in Infrastructure Assets as at the end of each financial year at no less than 75% of the value of the Fund’s total assets (except for the last financial year of the Fund’s term, or as approved by the SEC); c) to maintain the Fund’s total investment value in Infrastructure Assets of not less than THB1,500,000,000 and no less than 75% of the value of the Fund’s total assets within one year after the disposition of Infrastructure Assets; and Page 92

2015 Annual Report - Digital Telecommunications Infrastructure Fund d) to ensure that the Fund has no investment in non-infrastructure assets other than assets permitted for the Fund’s investment by the SEC and that the Fund’s investment in such assets complies with the required investment limits; III.

Receipt and Payment of Money on Behalf of the Fund To arrange for the receipt and payment of fees and expenses and/or any other remuneration as stipulated in the Fund Scheme;

IV.

Appointment of Relevant Persons for the Management of the Fund

In connection with administering the Fund’s activities and managing the Fund, the Management Company shall be required: a) to establish the Investment Advisory Committee in accordance with Thor Nor. 1/2554 and replace members by appointing new members who meet the requirements under the Securities Law and in accordance with the conditions as specified in the Fund Scheme; b) to appoint persons who have the qualifications as prescribed under the relevant notifications issued pursuant to the Securities and Exchange Act and are approved by the SEC or Office of the SEC to act as the Fund Managers who shall perform and act in accordance with the law and regulations issued in relation to the establishment and management of an infrastructure fund to which the Management Company is subject and in accordance with the code of conduct and professional standards approved by the Office of the SEC. The Management Company shall report to the Office of the SEC on the appointment and termination of the Fund Managers in accordance with the relevant notification issued by the Office of the SEC and shall disclose the list of Fund Managers in a report or document to be submitted to the Unitholders at least once a year and on the website of the Management Company which must be updated within 14 days should there be any change in the list; c) to appoint the Fund Supervisor and, upon a Unitholders’ resolution, replace the Fund Supervisor by appointing another fund supervisor whose qualifications comply with the Securities Law, and is in accordance with the conditions as specified in the Fund Scheme; d) to appoint a Registrar, and replace the Registrar by appointing another Registrar, whose qualifications comply with Securities Law, and to notify the relevant authorities of

Page 93

2015 Annual Report - Digital Telecommunications Infrastructure Fund such appointment and to monitor that the Registrar so appointed complies with the Unitholder register requirements under the notification of the Office of the SEC regarding the rules and procedures for preparing a unitholder register and the terms and conditions of the Registrar Appointment Agreement; e) to appoint a juristic person having experience and expertise in Infrastructure Assets as an appraisal firm who shall appraise the value of the Fundâ&#x20AC;&#x2122;s Infrastructure Assets in accordance with the Securities Law; f)

to appoint advisors (if any) to perform the duties of advisors of the Management Company and/or the Fund, or any other relevant and necessary persons to perform duties concerning the Fund, such as financial advisors and legal advisors;

g) to appoint an Auditor of the Fund, provided that the Auditor must be a person on the approved list of the Office of the SEC, and to replace the Auditor and appoint another Auditor meeting such requirements; h) to appoint a liquidator of the Fund, with the approval of the Office of the SEC, in order to aggregate and distribute assets to the Unitholders and perform other duties as required under the Securities Law and as necessary for the completion of the liquidation, upon termination or dissolution of the Fund; and i) V.

to appoint marketing personnel approved by the Office of the SEC to sell the Investment Units or provide advice to retail investors; Miscellaneous Responsibilities

In connection with administering the Fundâ&#x20AC;&#x2122;s activities and managing the Fund, the Management Company shall be required: a) to submit an application to register the pool of assets, which will be the proceeds from the sale of Investment Units, with the Office of the SEC within 15 Business Days from the last date of the Investment Unit offering period in accordance with Section 124 of Securities and Exchange Act and the notifications issued there under; b) to submit an application to the SET to approve the securities listing of the Investment Units within 30 calendar days from the Fund Registration Date or from the last date on which the newly issued Investment Units are offered; c) to ensure that the Commitment and the Fund Scheme at all times comply with the Securities Law and the notifications, rules and orders issued by virtue thereof and to arrange for the Commitment and/or the Fund Scheme to be amended without delay in Page 94

2015 Annual Report - Digital Telecommunications Infrastructure Fund case that any term contradicts the Securities Law and/or such notifications, rules and/or orders; d) to convene a Unitholder’s meeting and request a resolution from the Unitholders in accordance with the Commitment, the Fund Scheme and the Securities Law; e) in requesting for a Unitholders’ resolution, to provide sufficient information for the Unitholders to make a decision, which shall include, among others, the opinion of the Management Company and the Fund Supervisor on the matters to be decided and the potential impact on the Unitholders as a result of the resolution on such matters; f)

to give an opinion on matters required by the Securities Law which include, among others, the reasonableness of the appraisal of the Infrastructure Assets and the matters for which a resolution from the Unitholders is required;

g) upon request by a Unitholder and in accordance with the terms of the Commitment, to issue or arrange for an issuance of updated investment unit certificates or other evidentiary documents containing the required and sufficient information for Unitholders to use as evidence of their rights and for asserting such rights against the Management Company and third parties; h) to monitor and ensure that its personnel perform in accordance with the Securities Law and any rules or procedures issued by virtue thereof as well as the applicable standards or code of conduct approved by the Office of the SEC; i)

to facilitate the Fund Supervisor or the Fund Supervisor’s representatives such that they can perform their duties in connection with the Fund efficiently;

to separate accounts and keep the Fund’s Assets separate from the Management Company’s assets, and to deposit, as applicable, the Fund’s assets and returns on investments from the Fund’s Assets into the custody of the Fund Supervisor;

k) to prepare and keep books and records of the Fund in accordance with the Securities Law; l)

to cause a registrar book to be prepared in accordance with the rules and procedures prescribed under the Securities Law;

m) to prepare an accurate statement of, and a report on, the Fund investments for the acknowledgment of the Fund Supervisor in accordance with the rules and procedures prescribed under the Securities Law;

Page 95

2015 Annual Report - Digital Telecommunications Infrastructure Fund n) to calculate the asset value, NAV and Value of Investment Units of the Fund and make disclosures thereof in accordance with the rules, conditions, and procedures prescribed under the Securities Law; o) to prepare financial statements of the Fund in accordance with the requirements as prescribed under the Securities Law and submit such to the Office of the SEC and the SET; p) to prepare an annual report of the Fund which contains the particulars required under the Securities Law at the end of every financial year and deliver such annual report to the Unitholders, the Office of the SEC and the SET within four months from the end of each financial year; q) to report to the Office of the SEC and the SET without delay any circumstance or change which may materially affect the value of the Fundâ&#x20AC;&#x2122;s Infrastructure Assets in accordance with the relevant notifications; r)

to prepare, or arrange for the preparation of, submit, report and disclose information in relation to the Fund as required by and in accordance with the Securities Law;

s) to follow up, proceed with and give instructions to persons in charge under various appointment agreements such as the appraisal firm, the Fund Managers, advisors and marketing personnel in accordance with the relevant appointment agreements and to monitor the compliance of their duties and responsibilities under the relevant appointment agreements and the Securities Law, and to perform acts as specified in the appointment agreements and/or as requested by Unitholders; and t)

to perform other duties which are prescribed by the Securities Law as duties of management companies.

8.2 Telecom Asset Manager I.

Name, Address, Registration Code, Office Number, and Fax Number Name

Telecom Asset Management Company Limited

Address

18 True Tower, Ratchadapisek Road, Huay Khwang, Bangkok, 10310, Thailand

Registration Code

0105556107920

Office Number

0-2699-2582 Page 96

2015 Annual Report - Digital Telecommunications Infrastructure Fund Fax Number II.

0-2699-4321

Duties and Responsibilities of the Management Company and the Asset Manager a) To contact, negotiate, coordinate, propose, sign relevant documents and/or do anything relating and necessary to materialize administration actions concerning the Infrastructure Asset under the Master Services Agreement between the Management Company and Telecom Asset Management Company Limited dated December 24, 2013, which could be revised and/or amended, including but not limit to managing, contacting, discussing, coordinating with related persons, signing related documents and/or doing anything (a) to allow the sites of the Fund’s Infrastructure Asset to be used or visited; (b) to sign or renew an agreement to lease or use the site of the Fund’s Infrastructure Asset between the Fund and the owner or the lessor or anyone allowing the site to be used; and to register the agreement with relevant officials if necessary; (c) relating to the payment of rent based on the lease agreement or an agreement to use the site where the Fund’s Infrastructure Asset is located to the owner or the lessor or anyone allowing the use of such site; (d) in relation to insurance; (e) to acquire the right of way for the Fund’s Infrastructure Asset and to pay a fee or an expense for such right; (f) in relation to the collection, follow-up and/or demand of monthly rent from tenants whom rent the Fund’s Infrastructure Asset (based on the main sub-lease, operation and management agreement and other lease agreements between the Fund and its tenants); and (g) in relation to the administration of invoices and receipts issued in return for monthly rent of the Fund’s Infrastructure Asset. b) To contact, discuss, coordinate, propose, sign related documents and/or do anything relating and necessary to realize marketing activities for the Fund’s Infrastructure Asset as provided in the Master Services Agreement; including but not limited to marketing, contacting, discussing, proposing and/or signing related documents in order to lease, operate and manage slots on telecom towers and the capacity of the Fund’s Infrastructure Asset not yet used to new tenants, and to have the tenant sign a sublease, operation and management contract with the Fund. c) To contact, coordinate, examine, control, supervise and/or to do anything considered relating and necessary to have the person the Fund has appointed or designated to manage, seek profit or provide service in connection with the Fund’s Infrastructure Asset perform his duties under such agreement.

Page 97

2015 Annual Report - Digital Telecommunications Infrastructure Fund d) To notify, demand, file grievance, accuse, negotiate, claim for damages and/or file complaint against the Fund’s contractual party who has breached or violated contractual provision or an agreement or against any other person in relation to the lease, operation and management of the Fund’s Infrastructure Asset; including to provide statements, sign, deliver, accept and/or certify necessary and related documents to achieve the purposes under (a), (b) and (c) above. e) To contact various government authorities in the subjects of including but not limited to right of way, land and housing tax and value-added tax, and to seek permissions relating to the lease, operation and management of the Fund’s Infrastructure Asset. f)

To appoint one or several sub-delegates including to appoint, change, terminate and withdraw such appointment in order to achieve all purposes and objectives previously described.

8.3 The Fund Supervisor I.

Name, Address, Registration Code, Office Number, and Fax Number Name

KASIKORNBANK Public Company Limited

Address

33/4 The 9th Towers Grand Rama 9 (Tower A) Rama 9 Road, Huaykwang, Huaykwang, Bangkok 10310

II.

Telephone

(66 2) 470 3201

Fax

(66 2) 2470 1996 7

Rights, Duties and Responsibilities of the Fund Supervisor The Fund Supervisor shall have the following key rights, duties and responsibilities: a)

to receive remuneration for acting as the Fund Supervisor of the Fund at the rate specified in the Fund Supervisor Appointment Agreement;

to execute the Commitment with the Management Company on behalf of the Unitholders;

to certify the receipt of funds from subscription and support the establishment or registration of the Fund to be made with the Office of the SEC;

to supervise the Management Company’s strict compliance with the Securities Law and the

Page 98

2015 Annual Report - Digital Telecommunications Infrastructure Fund e)

Fund Scheme as well as the Commitment;

if the Management Company does any act or omits from taking any action that causes damage to the Fund or fails to perform its duties under the Securities Law, to prepare a detailed report thereon and submit it to the Office of the SEC within five days from the date on which the Fund Supervisor is aware of such circumstances;

to take into custody the Fund Assets and keep them segregated from the assets of the Fund Supervisor or of other persons which are under the custody of the Fund Supervisor;

to monitor and ensure that the disbursement, payment and delivery of either monies, documents or other assets made by the Fund complies with the Fund Scheme, as well as with the Asset and Revenue Sale and Transfer Agreements, the Master Lease, Operation and Management Agreements and the Master Services Agreement;

to prepare details of items or assets deposited into and withdrawn out of accounts of the Fund;

to file a lawsuit against the Management Company to force the Management Company to perform its duties or to claim compensation for damages caused by the Management Company for the benefit of all Unitholders or upon the receipt of order from the Office of the SEC, the cost of which can be claimed by the Fund Supervisor from the assets of the Fund;

to perform checks and balances over the Management Companyâ&#x20AC;&#x2122;s administration and management of the Fund in a strict manner with loyalty, due care, knowledge, competence and professional behavior for the best interests of the Fund and the Unitholders as a whole;

to consider and approve or not approve the acquisition or disposal of Infrastructure Assets with a value of more than THB100,000,000 but less than 30% of the value of the total assets of the Fund at the time of such acquisition or disposition of assets in accordance with the Fund Scheme and the Securities Law, taking into consideration the opinion of the independent expert appointed at the cost of the Fund (if any);

to consider and approve or not approve the entry into an agreement or amendment or termination of an agreement relating to the management or utilization of the Infrastructure Assets with a contract value of more than THB100,000,000 but less than 30% of the value of the total assets of the Fund at the time of such entry into an agreement or amendment or termination of such agreement in accordance with the Page 99

2015 Annual Report - Digital Telecommunications Infrastructure Fund Fund Scheme and the Securities Law, taking into consideration the opinion of an independent expert (who may be appointed at the cost of the Fund); n)

to notify the Management Company to conduct a new appraisal immediately after the Fund Supervisor is of the opinion that any circumstance or change has occurred that will have a material effect on the value of the assets of the Fund, or when it thinks necessary for the Fund;

to give an opinion on the matters requiring the Fund Supervisor’s opinion which include matters for which a Unitholders’ resolution is required;

to arrange for the receipt of, or payment of money from, accounts of the Fund within the prescribed time as reasonably requested by the Management Company, subject to compliance with the Fund Scheme and/or the terms of the relevant Transaction Documents (as applicable);

not to take any action which will conflict with the interests of the Fund or the Unitholders, regardless of whether such action is or will be taken for the benefit of the Fund Supervisor itself or others, except for claims of remuneration for acting as the Fund Supervisor or actions which constitutes fair treatment and have been sufficiently disclosed to the Unitholders in advance provided that the Unitholders who are notified thereof do not make any objection;

in case that the Management Company does not seek approval for the matters which require Unitholders’ resolution, to take any necessary actions to seek such approval from the Unitholders;

to have and perform the rights, duties and responsibilities as prescribed in the Fund Scheme and Fund Supervisor Appointment Agreement; and

to perform any other acts as prescribed under the Securities Law and the Fund Supervisor appointment agreement.

8.4 Investment Committee Investment Committee consists of 4 members as follows: 1) Mr. Smith Banomyong

Chairperson

2) Ms. Tipaphan Puttarawigorm

Director

3) Ms. Pijittra Trirattanathada

Director Page 100

2015 Annual Report - Digital Telecommunications Infrastructure Fund 4) Ms. Aon-anong Chaithong

Director

5) Ms. Wannapat Nomklom

Director

Main Duties and Responsibilities of the Investment Committee: a)

To consider, make decision, invest, buy, rent, sub-let, lease, dispose of, and transfer or accept the transfer of property and/or infrastructure project as the Fund Manager has proposed to the Investment Committee. The investment, however, must not be in conflict with related laws and the Fund’s requirements.

To consider, approve and allow payment of dividend, capital increase and/or decrease of the Fund within the framework stated under the Fund Scheme.

To consider and approve budget relating to the Fund’s asset management as proposed by the Fund Supervisor to the Fund in compliance with the Fund Scheme.

To consider, approve and allow investment strategies of an infrastructure investment project, an investment risk management strategy, a liquidity management plan and others as proposed by the Asset Manager, as well as to consider and set investment terms and restrictions for the Fund Manager to comply. This, however, has to be in compliance with the approved investment policy and must not be conflicting with related laws.

To supervise and ensure that investment strategies reflect the Fund’s objectives and investment policies described in the framework under the Fund Scheme or the Fund’s management contract; to supervise the management of the Fund to be within the framework stated in the Fund Scheme and as required by the laws.

To supervise and review performance of the Asset Manager, the Fund Supervisor and other related persons whose duties are stated in the Fund Scheme.

To consider and approve a signing of a contract which is related to the fund management of which the total contractual value is no less than THB 10 million. The contract to be subject to the Board’s review will have to be revised and examined by legal experts or a supervisory agency beforehand.

To supervise the investment to be in strict compliance with the policies and practices of the Fund’s management already approved by the Board of Directors.

Page 101

2015 Annual Report - Digital Telecommunications Infrastructure Fund i)

To do other matters based on unitholders’ resolutions which however must not be conflicting with relevant laws and the Fund’s requirements.

To consider other matters relating to investment decision aside from what’s stated in the policy and practices of the Fund’s management, and to approve and issue an order as necessary and appropriate which, however, is not conflicting with related laws.

To consider and appoint a director who represents the Department to replace the original director in case the latter no longer works in the Department.

8.5 Name, Address, and Office Number – Related Parties 1) Independent Auditor Name

PricewaterhouseCoopers ABAS Ltd.

Address

Bangkok City Tower, 15th Floor, 179/74-80 South Sathorn Road, Bangkok 10120, Thailand

Office Number

0-2286-9999 and 0-2344-1000

Fax Number

0-2286-5050

2) Fund Registrar Name

Thailand Securities Depository Co., Ltd.

Address

62, The Stock Exchange of Thailand Building, Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand

Office Number

0-2229-2800

Fax Number

0-2359-1259

3) Asset Appraiser Name

Capital Plus Advisory Company Limited

Address

No. 253, 11th Floor, Sukhumvit 21 (Asoke) Road, Klongtoey Nua, Wattana, Bangkok 10110, Thailand

Office Number

0-2260-6969

Fax Number

0-2260-6977

Page 102

2015 Annual Report - Digital Telecommunications Infrastructure Fund Name

Silom Advisory Company Limited

Address

No. 2 Silom Center Building, 19th Floor, Unit 1907, Silom Road, Bangkok 10500, Thailand

Office Number

0-2634-3335

Fax Number

0-2634-3988

4) Fund Consultant Technical Consultant

Analysys Mason Limited

Address

#10-02 Robinson Centre 61 Robinson Road 068893 Singapore

Office Number

+65-6493-6038

Legal Consultant

Linklaters (Thailand) Ltd

Address

20th Floor, Capital Tower All Seasons Place 87/1 Wireless Road Lumpini, Pathumwan Bangkok 10330 Thailand

Office Number

0-2305-8000

Fax Number

0-2305-8010

8.6 Historical Cases of Penalty and Fine I.

Historical case of penalty and fine of the Management Company and the Fund Manager during the past five years due to offenses against the Securities and Exchange Act, B.E 2535 (1992) or the Trust Act for Transactions in Capital Market, B.E 2550 (2007) Section 125 (Duties of securities company in managing a mutual fund) Date being fined: Articles: Amount being fined: Offense:

April 24, 2013 117, 125 (1) and 126 (4) incorporation with Section 90 of the Penal Code. THB 30,000

Page 103

2015 Annual Report - Digital Telecommunications Infrastructure Fund During the fiscal period between July 1, 2011 to June 30, 2012, SCB Asset Management Co Ltd, a company who managed the SCB Saving Fixed Open End Fund (SCBSFF) that is a fixedincome funds, which is open for purchase and redemption on every business day, failed to manage the fund in accordance with the rules, conditions and procedures stated by the Capital Market Supervisory Board and the Fund Scheme approved by the SEC. To elaborate, it invested in or held deposit, Certificate of Deposit, Bill of Exchange or Promissory Notes of commercial banks and banks incorporated by special laws during the fiscal period, on average, by more than 45% of the fundâ&#x20AC;&#x2122;s Net Assets Value (NAV) which was considered violating Section 117, Section 125 (1) and Section 126 (4) of the Securities and Exchange Act, B.E 2535 (1992). Date being fined: Articles: Amount being fined: Offense:

June 11, 2015 125 (1) THB 112,500 SCB Asset Management Co Ltd. failed to manage (1) SCB Fixed Income Accredited Investors and Special Retail Fund 6M4 (SCBAS6M4) and (2) SCB Fixed Income Accredited Investors and Special Retail Fund 3M12 (SCBAS3M12) in accordance with the rules stated in the Fund Schemes approved by the SEC. To elaborate, both funds have an investment in foreign assets exceeding 79% of the fundâ&#x20AC;&#x2122;s Net Assets Value (NAV).

Section 126 (Prohibition for securities company in the mutual fund management) N/A Section 129 (Action and amendment of the mutual fund scheme) N/A II.

History case of penalty and fine of directors, executives and persons with controlling power of the Management Company during the past five years due to offenses against the Securities

Page 104

2015 Annual Report - Digital Telecommunications Infrastructure Fund and Exchange Act, B.E 2535 (1992) or the Trust Act for Transactions in Capital Market, B.E 2550 (2007) N/A

9 Supervision 9.1 Supervision Policy The Management Company strictly complies with the securities laws, notifications, rules, regulations, orders or circular letters amended or issued by the Securities and Exchange Commission (SEC), the Capital Market Supervisory Board, the Office of the SEC and the Stock Exchange of Thailand (SET). The Investment Advisory Committee and the Investment Committee have been set up to review investment details. Also, the Fund Supervisor reviews the Management Company’s performance. The Management Company has formulated supervision policies which include issuing a report of conflict of interest, a policy on practices in the investment business and the Code of Conduct for the investment business.

9.2 Sub-Committee I.

Investment Advisory Committee shall consist of members possessing the qualifications as required under the Securities Law. The Management Company will appoint the following persons to be members of the Investment Advisory Committee: 1) Mr. Vichaow Rakphongphairoj

True Group – DIrector

2) Mr. Noppadol Dej-Udom

True Group – Chief Financial Officer

3) Mr. Joti Bhokavanij

True Group – Independent Director

4) Mr. Smith Banomyong

SCBAM - Chief Executive Officer

5) Ms. Pijittra Trirattanathada

SCBAM - Fund Manager

The Investment Advisory Committee shall have the following rights, duties and responsibilities: a) upon request by the Management Company, to provide advice and recommendations to the Management Company in relation to the Fund’s investment in Infrastructure Assets as well as management of Infrastructure Assets in which the Fund has invested; and b) to declare to the Management Company if any member of the Investment Advisory Committee has an interest (whether directly or indirectly) in matters requiring advice or Page 105

2015 Annual Report - Digital Telecommunications Infrastructure Fund recommendation. The member who has such an interest (whether directly or indirectly) shall not participate in the meeting to consider such matters. II.

Investment Committee consists of the following 4 members: 1) Mr. Smith Banomyong

Chairperson

2) Mrs. Tipaphan Puttarawigorm

Director

3) Ms. Pijittra Trirattanathada

Director

4) Ms. Aon-Anong Chaithong

Director

5) Ms. Wannapat Nomklom

Director

Main Duties and Responsibilities of the Investment Committee are fully explained in Section 8.4 of this annual report.

9.3 Supervision on the use of inside information The Management Company has issued a practice Re: Staff Dealing Policy and underlines strict compliance with the policy by every employee from directors to executives and fund manager including other persons who may have an opportunity to get access to inside information where they will be subject to harsh and written punishment in case of violation. Employees are to prevent investment by the company, employees and various types of fund under its management from causing a conflict of interest with intention to achieve a certain advantage or otherwise. Employees are to perform duties with integrity and fairness to ensure that the fund management they administer meets its objectives while retaining investors’ interest which has to come first and foremost prior to the interest of the company or personal interest of directors or employees. The Management Company allows employees to invest in securities for personal purpose, but they are required to comply with the Code of Conduct and other notifications made by the Office of the SEC and the Association of Investment Management Companies (AIMC) including rules and regulations of the Management Company itself. Employees are to reveal such investment to allow the Management Company to supervise the employee’s securities trading.

9.4 The Fund’s investment decision and management The Property and Infrastructure Investment Department will conduct due diligence analysis to analyze the feasibility and evaluate investment soundness of proposed new business opportunities such as acquisition and divestment. It will also make a decision to invest or dispose of the Fund’s Page 106

2015 Annual Report - Digital Telecommunications Infrastructure Fund asset based on clear operating practices, which will subject to the Investment Committeeâ&#x20AC;&#x2122;s screening, to avoid conflict of interest. Review criteria are as follows: Review Criteria: 1. Experiences, financial status, reliability and past reputation of the asset owner, in order to identify an ability to perform when such entity becomes a contractual party entering into investment and management transaction with the Fund. 2. Location and potential of the asset, nature of the site and entrance/exit 3. Potential for income generation 4. Past performances of the assets targeted for investment 5. Marketing possibilities and competitions faced by the assets targeted for investment

9.5 Selection of the Asset Manager The Fund Manager will select other persons to manage the Fundâ&#x20AC;&#x2122;s asset. The Fund underlines the importance of the selection of an asset manager where his/her qualifications and readiness to perform the task will be considered before the candidate is proposed to the Investment Committee for appointment. Selection Criteria of the Asset Manager: 1. Experiences, regulation and reliability in performing oneâ&#x20AC;&#x2122;s job 2. Familiarity with property and performance credibility 3. Good relationship with tenants and customers 4. Good relationship with landlords 5. Good relationship with government agencies 6. Operating system and internal control 7. Fee 8. Other criteria additionally proposed by the Investment Committee and/or expert

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 9.6 Supervision of the Asset Manager The Asset Manager’s service will be subject to evaluation using various performance indicators stated in the Master Services Agreement. Applicable indicators include control of expenses and incomes based on anticipated budget and renewal of the lease agreement of the site. If the Asset Manager’s service fails to live up to the required performance indicators, a service fee will be cut and annual performance indicators will be updated on a mutual basis based on the terms and conditions of the Master Services Agreement. The Fund Manager will authorize the management authority to the Asset Manager and will supervise the Asset Manager’s administration activities based on recognized and acceptable criteria of the internal auditing. The Fund Manager will also monitor and supervise operating results to ensure compliance within an annual budget mutually set for the asset each year to best protect the unitholders’ interest. Aside from the asset performance to be supervised by the Fund Manager, the Asset Manager will ensure that the Fund’s asset remain in a good condition and ready for exploitation. The Asset Manager is to manage to have enough insurance in compliance with what’s disclosed in the Fund Scheme.

9.7 Monitoring the Fund’s interest The Management Company has appointed the Fund Supervisor; namely, Kasikornbank Plc , to supervise and control disbursement, payment and delivery of money, document or other properties belonged to the Fund as stated in the Fund Scheme which, shall include the Asset and Revenue Sale and Transfer Agreement; the Master Sub-lease, Operation and Management Agreement and the Master Services Agreement. The Fund Supervisor will also prepare an account reflecting the Fund’s incomes and expenses. Assets will be audited in two manners as follows:  Desktop audit – The Fund and the Fund Supervisor may audit the performance and existence of the Fund’s assets through the Network Operation Control (NOC) and other related systems available at True’s Office.  Fieldwork audit – The Asset Manager will facilitate the Fund, the Fund Supervisor or any technical expert appointed by the Fund to survey and examine conditions of assets invested by the Fund.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund Details of frequency and schedule of asset auditing are as follows. Type of the audit Desktop audit Fieldwork audit

Frequency of the audit Monthly Quarterly

9.8 The Management Company’s fee The fee paid to the Management Company is calculated by a tier basis per the table below. Portion of Adjusted NAV

% of Fee based On Adjusted NAV

THB 0-30,000 Million Portion above THB 30,000 to THB 50,000 Million

0.110% 0.075%

Portion above THB 50,000 Million

0.050%

Note: Adjusted NAV is equal to total assets on the Fund’s balance sheet minus non-interest bearing debts

The above rate excludes the value-added tax. In 2015, the Fund paid the Management Fee totaling THB 64.4 million.

9.9 Disclosure of information to unitholders The Management Company has strictly complied with the securities laws, regulations, rules, orders or circular letters amended or issued by the SEC, the Capital Market Supervisory Board, the Office of the SEC and the SET Re: Disclosure of information to unitholders. In addition, the Fund Supervisor certifies the accuracy of information and that related laws and/or announcements have been complied with before the information is disclosed to unitholders. The information to be disclosed includes the following: 1. Calculation and disclosure of asset value, NAV and value of an investment unit on a quarterly basis within 45 days from the end of quarter: - the Management Company will reveal this information in at least one daily newspaper and will post it openly at every office of the Management Company itself and at the headquarters of the Fund Supervisor. Name, type and location of the Fund’s assets must be stated in the disclosure.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 2. The Management Company will prepare and disclose the calculation of the Fundâ&#x20AC;&#x2122;s NAV, financial statements (both quarterly and annually), an annual report, significant event that could affect asset value, financial status or operating results of the Fund and other circumstances as required by the SEC, the Office of the SEC or the SET, as the case may be.

9.10 Meeting and Voting Rights of Unitholders The Management Company has strictly complied with the securities laws, regulations, rules, orders or circular letters amended or issued by the SEC, the Capital Market Supervisory Board, the Office of the SEC and the SET Re: Meeting of unitholders. In addition, the Fund Supervisor certifies the accuracy of information and the fact that securities laws had been duly complied before the information is disclosed and a meeting is organized for unitholders. Normally, to seek a resolution from unitholders, the Management Company is to provide enough information for unitholders to adopt a resolution. The information is to consist of opinions expressed by the Management Company and the Fund Supervisor in a matter that will later be adopted as well as possible effects to unitholders when adopting the resolution. The Management Company may seek unitholderâ&#x20AC;&#x2122;s resolution by either sending a letter requesting unitholders to adopt a resolution or by calling a meeting of unitholders. The Management Company is to call a meeting of unitholders without delay from the day unitholders holding no less than 10% of the Fundâ&#x20AC;&#x2122;s total units outstanding has signed up in writing requesting the Management Company to call for the meeting. Failure to organize the meeting of unitholders upon a written request thereby within the deadline described above shall mean that unitholders holding no less than 10% of the total investment units outstanding may call a meeting themselves. Rules and procedures for calling a meeting of unitholders shall correspond to a commitment between unitholders and the Management Company. Unitholders who have their names recorded in the registrar book shall have the right to vote and to receive returns from investment. The Management Company shall inform the SET and Registrar of the registrar book closing date fourteen calendar days prior to the registrar book closing date or any other period of time as prescribed by the SET or the Registrar. If there is any change to such registrar book closing date, the Management Company shall inform the SET and the Registrar at least seven calendar days prior to the original registrar book closing date or any other period of time as prescribed by the SET or the Registrar. Page 110

2015 Annual Report - Digital Telecommunications Infrastructure Fund The Management Company shall send a request for a resolution by circular or a notice to convene a Unitholdersâ&#x20AC;&#x2122; meeting to the Unitholders whose names are in the registrar book as at the registrar book closing date. It shall be assumed that the registrar book of the Investment Units is a correct and accurate record; therefore the payment or distribution of assets to Unitholders, and the entitlement to or restriction on any Unitholderâ&#x20AC;&#x2122;s rights, whose names appear in such registrar book, shall be deemed duly made by the Management Company. A. Resolution by Circular To obtain a resolution by circular, the resolution shall be passed by more than half of the total Units with voting rights, regardless of the nature of the matter under resolution, except for amendments to or modifications of the Fund Scheme or fund management procedures, which shall be done in compliance with the requirements. B. Resolution by Meeting I.

Quorum requirements a) Except as provided in (b) below, to constitute a quorum there shall be at least 25 Unitholders, or at least half of the total number of Unitholders, holding in aggregate no less than one-third of the total Units sold. b) The quorum requirements as set out in (a) above are not applicable to amendments or modifications of the Fund Scheme or fund management procedures, which shall be amended or modified in compliance with the requirements.

II.

Right to vote a) Unitholders who have a special interest in or a conflict of interest in a matter shall have no right to vote on such matter. b) Unitholders who hold Units in excess of the holding limits shall abstain from casting votes in respect of such excess holdings.

III.

Voting requirements a) One Investment Unit shall be entitled to one vote. b) Except as provided in (c) and (d) below, resolutions of a Unitholdersâ&#x20AC;&#x2122; meeting shall be passed by a simple majority vote of more than 50% of the total number of votes of attending Unitholders with a right to vote.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund c) Any resolutions of a meeting of Unitholders on the following matters must be passed by a vote of no less than 75% of the total number of votes of attending Unitholders with a right to vote: (1) acquisition or disposition of Infrastructure Assets having a value of more than THB 100,000,000 or 30% or more of the Fund’s total assets at the time of such acquisition or disposition of assets, or agreement, consent or casting vote for a company in which the Fund holds shares according to paragraph (e) under the definition of “Infrastructure Assets” to undertake such acquisition or disposition; (2) entry into, amendment or termination of any agreement relating to the management or utilization of the Infrastructure Assets by the Fund having a value of more than THB 100,000,000 or 30% or more of the Fund’s total assets at the time of such entry into, amendment or termination of such agreement, or agreement, consent or casting vote for a company in which the Fund holds shares to enter into, amend or terminate such agreements; (3) entry into any related party transaction, or agreement, consent or casting vote for a company in which the Fund holds shares to enter into any related party transaction, which requires consent from the Unitholders; (4) capital increase of the Fund; (5) capital reduction of the Fund; and (6) amalgamation or merger with another fund. d) A resolution to amend the Fund Scheme or fund management procedures shall be in compliance with the requirements as prescribed in “– Procedures to Amend the Fund Scheme.”

9.11 Auditor’s fee The Fund paid a total of THB 1,080,000 auditing fee to PriceWaterhouseCoopers ABAS Co Ltd from January 1, 2015 to December 31, 2015.

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10 Social Responsibility In 2015, the fund has no budget related to social/environmental responsibility activities.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

11 Internal control and risk management As the Fund Manager, the Management Company will manage, control and monitor major risks based on the following objectives: (1) To efficiently identify, assess, control, monitor and report major risks during the term as the Fund Manager (2) To allow operators to understand the risk and risk prevention and to realize their duties and responsibilities to manage operation risks in all activities The Company manages risks using the â&#x20AC;&#x153;three-layer prevention wallâ&#x20AC;? supervision framework. (1) Layer No. 1 refers to business units and other back-office supporting units who are responsible for managing risks associated with being a fund manager (2) Layer No. 2 refers to risk management units which supervise and control risks as well as provide advices to business and back-office supporting units to maximize the efficiency of their risk management tools. (3) Layer No. 3 refers to the audit management unit which convinces the Board of Directors that the Company has a sufficient and appropriate control environment.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

12 Connected Transaction 12.1 Transaction between the Fund vs. the Management Company and other related persons/Transaction relating to the Management Company Siam Commercial Bank Public Company Limited (SCB) has 99.99% shareholding stake in SCB Asset Management Co., Ltd and 8.61% shareholding stake in the Fund (including the stakes held by SCBâ&#x20AC;&#x2122;s subsidiary â&#x20AC;&#x201C; SCBLIFE Assurance Public Company Limited). In addition, SCB is one of 5 banks who provides loan to the Fund to finance its 1st additional investment in telecommunications assets.

12.2 Transactions between the Fund vs. the Fund Supervisor and other persons relating to the Fund Supervisor Kasikorn Bank Public Company Limited (KBANK) is the Fund Superviser and in 2015, the Fund paid the fee for the Fund Superviser totaling THB 13.96 million.

12.3 Soft commission N/A

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

Section 3 Key Financial Information

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

13 Key Financial Information 13.1 Financial Summary Tables The Fund was registered on December 23, 2013 to be a closed-end retail infrastructure fund with indefinite life. It was listed in the stock exchange and started trading in the Stock Exchange of Thailand on December 27, 2013. Balance Sheet as of December 31, 2015

Assets Investments in the infrastructure business at fair value (at cost 2015: THB 70,865 million and 2014: THB 57,765 million) Investments in securities at fair value (at cost 2015: THB 965 million and 2014: THB 1,220 million) Cash at banks Accounts receivable From the asset and revenue sale and transfer agreement From interest Other assets Total Assets Liabilities Current Liabilities Accounts payable Accrued expenses Unearned income Interest rate swap payable Other current liabilities Total Current Liabilities Non-current Liabilities Long-term borrowings Total Non-current Liabilities

2015 THB

2014 THB

84,651,000,000

71,551,000,000

971,021,507 854,703,804

1,220,945,536 292,121,273

315,889,770 482,504 6,734,139 86,799,831,724

316,673,850 2,649,300 6,684,009 73,390,073,968

139,108,484 219,040,525 1,699,247,623 200,472,771 27,396,377 2,285,265,780

15,147,617 1,242,690,331 18,992,423 1,276,830,371

12,935,855,853 12,935,855,853

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

Total Liabilities Net Assets Net Assets: Capital received from unitholders 5,808,000,000 units, THB 10 per unit (ŕ¸&#x17E;.ŕ¸¨. 255 (2014: 5,808,000,000 units, THB 10 per unit) Retained earnings Net assets value THB 12.3241 per unit and THB 12.4161 per unit based on 5,808,000,000 units outstanding in 2015 and 2014, respectively

2015 THB 15,221,121,633 71,578,710,091

2014 THB 1,276,830,371 72,113,243,597

58,080,000,000 13,498,710,091

58,080,000,000 14,033,243,597

71,578,710,091

72,113,243,597

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2015 Annual Report - Digital Telecommunications Infrastructure Fund Statement of Income For the year ended 31 December 2015 2015

2014

THB

3,111,659,520

3,051,083,100

2,582,272,541

1,267,755,000

Interest income

10,295,229

23,373,742

Other income

196,500,010

300

Total Income

5,900,727,300

4,342,212,142

Management fee

64,403,053

58,617,483

Mutual fund supervisor fee

13,955,186

13,822,294

5,000,000

47,420,259

25,089,664

7,071,432

5,502,165

Operating expense

94,024,726

68,813,448

Other expenses

23,960,969

21,015,083

Finance costs

596,554,607

Total Expenses

852,390,232

197,860,137

5,048,337,068

4,144,352,005

Net realised gain from investment

5,149,364

Net unrealised gain from investments

4,926,607

13,787,445,486

Net unrealised loss from interest rate swap

(200,472,771)

Total Net (Loss) Gain from Investments

(190,396,800)

13,787,445,486

Increase in Net Assets from Operations

4,857,940,268

17,931,797,491

Investment Income Income from the investment in the asset and revenue sale and transfer agreement Rental income

Expenses

Registrar fee Telecom asset manager fee Professional fee

Net Investment Income Net (Loss) Gain from Investments

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2015 Annual Report - Digital Telecommunications Infrastructure Fund Statement of Cash Flows For the year ended 31 December 2015

Cash Flows from Operating Activities Net increase in net assets from operations Adjustments to reconcile net increase in net assets value to net cash from operating activities: Purchases of investments in the infrastructure assets Purchases of investments in securities Proceed from sales of investments in securities Decrease of the investments in the accounts receivable Decrease (increase) in account receivable from the asset and revenue sale and transfer agreement Decrease in accounts receivable from rental Decrease (increase) in accounts receivable from interest Decrease in value added tax receivable (Increase) decrease in other assets Decrease in accounts payable - acquisition of investments Increase in accounts payable Increase in accrued expenses Increase in unearned income Increase in other liabilities Net realised gain from investments Net unrealised gain from investments Unrealised loss from interest rate swap Amortisation of debt issuance costs Net cash flows (used in) generated from operating activities Cash Flows from Financing Activities Proceed from long-term borrowing net of cash paid for debt issuance cost Distribution to unitholders Net cash flows generated from (used in) financing activities

2015 THB

2014 THB

4,857,940,268

17,931,797,491

(13,100,000,000) (3,350,000,000) 3,610,000,000 -

(6,807,000,000) 5,587,000,000 157,749,975

784,080

(158,336,925)

2,166,796 (50,130) 139,108,484 203,892,908 456,557,292 8,403,954 (5,149,364) (4,926,607) 200,472,771 32,355,853 (6,948,443,695)

25,525,497 (2,623,173) 2,224,219,585 346,358 (2,224,219,585) 2,998,455 1,242,690,331 17,037,135 (13,787,445,486) 4,209,739,658

12,903,500,000

(5,392,473,774) 7,511,026,226

(4,172,084,176) (4,172,084,176)

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

Net Increase in Cash at Banks Cash at banks at beginning of the year Cash at Banks at End of the Year

562,582,531 292,121,273 854,703,804

37,655,482 254,465,791 292,121,273

2015

2014

Net Investment Income to Total Income Ratio

85.55%

95.44%

Investment Income to Average Ending Net Assets Ratio

8.21%

6.66%

Total Expense to Average Ending Net Assets Ratio Percentage of Investment in Infrastructure Assets as of ending period

1.19%

0.30%

97.52%

97.49%

13.2 Financial Ratio Key Financial Ratio

From the table above, the net investment income to total income ratio, which excludes net unrealised gain from investments (while taking into account only net revenue from infrastructure assets), net realised gain from investment, and net unrealised loss from interest rate swap, has decreased from 95.44% in 2014 to 85.55% in 2015. This is because total expense in 2015 has increased by 330.80% while investment income in 2015 has increased only by 35.89%. The major incremental expense arises from the first additional investment on March 6, 2015 where the Fund has financed the acquisition with long-term loan of THB 13,100.00 million from five banking and financial institutions with the weighted average interest rate, including the impact of interest rate swap agreement, of 5.46%. As a result of this transaction, the Fund is obliged to pay interest expenses from 2015 onwards. In 2015, the Fund recorded the interest expense of THB 563.44 million. In addition, there is a contractual growth for some expenses, for example, an incremental telecom asset management fee from marketing services of THB 20.38 million as stipulated in the agreement, and an incremental right of way costs from investment in additional FOC in March 2015. For the reasons above, the net investment income to total income ratio in 2015 has dropped, compared to the ratio in 2014. Total investment income in 2015 has increased from that in 2014 because (1) in 2015 the Fund started recognising the accounting revenue from 3,000 new towers where True Corporation Public Company Limited (True) has delivered to the Fund as of December 31, 2014 while the Fund has not recognised this accounting revenue in 2014, (2) the incremental income from the Master Lease Agreement between the Fund and dtac Trinet Company Limited (DTN), Total Access Communication Public Company Limited (dtac)â&#x20AC;&#x2122;s subsidiary, and (3) the rental income from FOC and telecom towers Page 121

2015 Annual Report - Digital Telecommunications Infrastructure Fund acquired into the Fund in 2015. Moreover, in 2015 the Fund has recorded other income of THB 196.50 million arising from the fact that the Fund had reimbursed AWC for the acquisition fee in connection with the additional investment in telecommunications infrastructures assets transaction, and the bank would collect this amount as front-end fee from loan acquisition to be used for financing the additional investment in March 2015. With an increase in investment incomes as stated above, the investment income to average ending net assets ratio has increased from 6.66% in 2014 to 8.21% in 2015. The major expenses in 2015 incremental from those in 2014 are as follows: (1) the telecom management fee of THB 20.00 million due on January 1, 2015 and January 1, 2016, with respect to the new marketing assets that are the new tower assets allocated to be marketed by the Telecom Asset Manager commencing in year 2015 and 2016, respectively. Additionally, in 2015 the Fund has paid to TAM the additional marketing service charge of THB 0.38 million as a result of the incremental income from the Master Lease Agreement between the Fund and DTN, (2) the interest expense of THB 563.44 million from loan acquisition to be used for financing the first additional investment and the amortized front-end fee of THB 32.36 million (to be amortized within 5 years according to the contractual loan tenure), and (3) the right of way costs increased by THB 25.21 million from 2014 as a result of the additional FOC investment in 2015. With an increase in total expenses stated above, the total expense to average ending net assets ratio has increased from 0.30% in 2014 to 1.19% in 2015. Furthermore, Notification of the Capital Market Supervisory Board No. Thor Nor 1/2554 Re: Rules, conditions and procedures to set up and manage an infrastructure fund provides that the Fundâ&#x20AC;&#x2122;s investment proportion in infrastructure assets as of end of the annual fiscal period must be no less than 75% of the fund total asset value as of the end of the annual fiscal period. At the end of 2014 and 2015, its investment proportion in infrastructure assets is totaled 97.49% and 97.52% respectively.

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

14 Management Discussion and Analysis 14.1 Analysis of past performance During the period between January 1, 2015 and December 31, 2015, the Fund managed to earn THB 5,900.73 million investment income which can be categorised into (1) income from investment and rental income of THB 5,963.93 million and (2) interest income and other income of THB 206.80 million. In the same period of time, the Fund belonged to the total expenses of THB 852.39 million which can be divided into (1) the fees paid to the Management Company, fund supervisor, registrar, telecom asset manager, legal advisor, fund auditor, and others totaled THB 137.85 million, (2) right of way costs of THB 94.02 million, (3) interest expense and amortised front-end fee from loan acquisition in 2015 totaled THB 596.55 million, and (4) other expenses of THB 23.96 million. After offsetting between total investment incomes and total expenses, net investment income in 2015 is worth THB 5,048.34 million, higher than that of 2014 by THB 903.99 million. The main reasons are as follows: (1) the Fund has started recognising the rental income from 3,000 tower asset where True has already delivered to the Fund by December 31, 2014 and rental income from DTN, Total Access Communication Public Company Limited(dtac)â&#x20AC;&#x2122;s subsidiary, in 2015 totaled THB 635.96 million, and (2) the Fund has recorded the rental income from additional FOC and towers, resulting from the first additional investment in 2015, totaled THB 690.82 million, and (3) the Fund has recorded other income of THB 196.5 million, arising from the fact that the Fund had reimbursed AWC for the acquisition fee in connection with the additional investment in telecommunications infrastructures assets transaction (front-end fee). As of December 31, 2015, the Fundâ&#x20AC;&#x2122;s NAV totaled THB 71,578.71 million or an equivalent of THB 12.3241 a unit, or THB 0.09 a unit lower than that of the previous year. The Fund has paid dividends of THB 0.95 per unit out of its 2015 operating result and retained earnings, which was higher than 2014 dividends of THB 0.91 a unit (excluding the dividends paid out of 2013 operating result for 9 days since the fund inception). The following tables have summarised the statement of income, the balance sheet, and the statement of cash flow (compared to 2014).

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2015 Annual Report - Digital Telecommunications Infrastructure Fund

Digital Telecommunications Infrastructure Fund (Formerly â&#x20AC;&#x153;TRUE Telecommunications Growth Infrastructure Fundâ&#x20AC;?) Statement of Income For the year ended 31 December 2015 2015 Baht

2,014 Baht

Difference Baht

Investment Income Income from the investment in the asset and revenue sale and transfer agreement Rental income Interest income Other income

3,111,659,520 3,051,083,100 2,582,272,541 1,267,755,000 10,295,229 23,373,742 196,500,010 300

60,576,420 1,314,517,541 (13,078,513) 196,499,710

Total Income

5,900,727,300 4,342,212,142

1,558,515,158

Expenses Management fee Mutual fund supervisor fee Registrar fee Telecom asset manager fee Professional fee Operating expense Other expenses Finance costs

64,403,053 13,955,186 5,000,000 47,420,259 7,071,432 94,024,726 23,960,969 596,554,607

58,617,483 13,822,294 5,000,000 25,089,664 5,502,165 68,813,448 21,015,083 -

5,785,570 132,892 0 22,330,595 1,569,267 25,211,278 2,945,886 596,554,607

Total Expenses

852,390,232

197,860,137

654,530,095

Net Investment Income

5,048,337,068 4,144,352,005

903,985,063

Net (Loss) Gain from Investments Net realised gain from investment Net unrealised gain from investments Net unrealised loss from interest rate swap

5,149,364 5,149,364 4,926,607 13,787,445,486 (13,782,518,879) (200,472,771) - (200,472,771)

Total Net (Loss) Gain from Investments

(190,396,800) 13,787,445,486 (13,977,842,286)

Increase in Net Assets from Operations

4,857,940,268 17,931,797,491 (13,073,857,223)

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2015 Annual Report - Digital Telecommunications Infrastructure Fund Digital Telecommunications Infrastructure Fund (Formerly â&#x20AC;&#x153;TRUE Telecommunications Growth Infrastructure Fundâ&#x20AC;?) Balance Sheet As at 31 December 2015 Assets Investments in the infrastructure business at fair value (at cost 2015: Baht 70,865 million and 2014: Baht 57,765 million) Investments in securities at fair value (at cost 2015: Baht 965 million and 2014: Baht 1,220 million) Cash at banks Account receivables From the asset and revenue sale and transfer agreement From interest Other assets Total Assets

2015 Baht

2,014 Baht

84,651,000,000 71,551,000,000

Difference Baht

13,100,000,000

971,021,507 854,703,804

1,220,945,536 292,121,273

(249,924,029) 562,582,531

315,889,770 482,504 6,734,139

316,673,850 2,649,300 6,684,009

(784,080) (2,166,796) 50,130

86,799,831,724 73,390,073,968

13,409,757,756

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2015 Annual Report - Digital Telecommunications Infrastructure Fund 2015 Baht

2,014 Baht

Difference Baht

Liabilities Current Liabilities Account payable Accrued expenses Unearned income Interest rate swap payable Other current liabilities

139,108,484 219,040,525 1,699,247,623 200,472,771 27,396,377

15,147,617 1,242,690,331 18,992,423

139,108,484 203,892,908 456,557,292 200,472,771 8,403,954

Total Current Liabilities

2,285,265,780

1,276,830,371

1,008,435,409

Long-term borrowings

12,935,855,853

Total Non-current Liabilities

12,935,855,853

Total Liabilities

15,221,121,633

1,276,830,371

13,944,291,262

Net Assets

71,578,710,091 72,113,243,597

(534,533,506)

58,080,000,000 58,080,000,000

13,498,710,091 14,033,243,597

(534,533,506)

71,578,710,091 72,113,243,597

(534,533,506)

Non-current Liabilities

Net Assets: Capital received from unitholders 5,808,000,000 units, Baht 10 per unit (2014: 5,808,000,000 units, Baht 10 per unit) Retained earnings Net assets value Baht 12.3241 per unit and Baht 12.4161 per unit based on 5,808,000,000 units outstanding in 2015 and 2014, respectively

Page 126

2015 Annual Report - Digital Telecommunications Infrastructure Fund Digital Telecommunications Infrastructure Fund (Formerly â&#x20AC;&#x153;TRUE Telecommunications Growth Infrastructure Fundâ&#x20AC;?) Statement of Cash Flows For the year ended 31 December 2015 2015 Baht Cash Flows from Operating Activities Net increase in net assets from operations Adjustments to reconcile net increase in net assets value to net cash from operating activities: Purchases of investments in the infrastructure assets Purchases of investments in securities Proceed from sales of investments in securities Decrease of the investments in the accounts receivable Decrease (increase) in account receivable from the asset and revenue sale and transfer agreement Decrease in accounts receivable from rental Decrease (increase) in accounts receivable from interest Decrease in value added tax receivable (Increase) decrease in other assets Decrease in accounts payable - acquisition of investments Increase in accounts payable Increase in accrued expenses Increase in unearned income Increase in other liabilities Net realised gain from investments Net unrealised gain from investments Unrealised loss from interest rate swap Amortisation of debt issuance costs

2,014 Baht

Difference Baht

4,857,940,268 17,931,797,491 (13,073,857,223) (13,100,000,000) - (13,100,000,000) (3,350,000,000) (6,807,000,000) 3,457,000,000 3,610,000,000 5,587,000,000 (1,977,000,000) 157,749,975 (157,749,975) 784,080 2,166,796 (50,130)

(158,336,925) 159,121,005 25,525,497 (25,525,497) (2,623,173) 4,789,969 2,224,219,585 (2,224,219,585) 346,358 (396,488)

- (2,224,219,585) 2,224,219,585 139,108,484 139,108,484 203,892,908 2,998,455 200,894,453 456,557,292 1,242,690,331 (786,133,039) 8,403,954 17,037,135 (8,633,181) (5,149,364) (5,149,364) (4,926,607) (13,787,445,486) 13,782,518,879 200,472,771 200,472,771 32,355,853 32,355,853

Net cash flows (used in) generated from operating activities

(6,948,443,695)

Cash Flows from Financing Activities Proceed from long-term borrowing net of cash paid for debt issuance cost Distribution to unitholders

12,903,500,000 - 12,903,500,000 (5,392,473,774) (4,172,084,176) (1,220,389,598)

Net cash flows generated from (used in) financing activities

4,209,739,658 (11,158,183,353)

7,511,026,226 (4,172,084,176) 11,683,110,402

Net Increase in Cash at Banks Cash at banks at beginning of the year

562,582,531 292,121,273

37,655,482 254,465,791

524,927,049 37,655,482

Cash at Banks at End of the Year

854,703,804

292,121,273

562,582,531

Page 127

2015 Annual Report - Digital Telecommunications Infrastructure Fund 14.1.1 Overview of the operation and significant changes On February 27, 2015 the Unitholders Meeting No. 1/2015 passed a resolution to approve to invest in the first additional investment in 303,453-core-kilometer FOC and 338 telecom towers. According to the investment, the Fund can lease out the Trueâ&#x20AC;&#x2122;s unused capacity to other co-tenants outside True Group because True does not agree to lease back total capacity of FOC. The funding source for this investment is loan from five banking and financial institutions with the weighted average interest rate of 5.46% (net rate after Interest Rate Swap Agreement). The loan conditions that the Fund has agreed with these institutions are similar to conditions given to premium-grade customers of major local commercial banks and correspond to the terms made at armâ&#x20AC;&#x2122;s length. The repayment will be all made in one time, or five years after the loan withdrawal date. Overall, the incremental major incomes of the Fund from 2014 have stemmed from the incremental rental income according to the Master Lease Agreements between the Fund and True, and the Fund and DTN, the incremental rental income from the first additional investment in 2015, as well as the non-recurring, other income arising from the fact that the Fund had reimbursed AWC for the acquisition fee in connection with the additional investment in telecommunications infrastructures assets transaction (front-end fee). In terms of incremental key expenses from 2014, the telecom asset management fee has been increased according to the agreement and additional cost of funding from the loan acquisition for the first additional investment. Furthermore, in order to protect the Fund from movements in interest rates, the Fund entered into interest rate swap agreements in order to swap floating interest rates to fixed interest rate. Any differential to be paid or received on an interest rate swap agreement is recognised as a component of interest revenue or expense over the period of the agreement. Gains and losses on early termination of interest rate swaps or on repayment of the borrowing are taken to profit or loss. Also, the Fund periodically adjusts the agreement value to reflect its fair value (mark-to-market) and records net unrealized gain/loss from interest rate swap. 14.1.2 Profitability As most of the investment incomes that the Fund receives periodically are contractually locked with True Group, the ability to manage cash in hand and operating-and-Fund-related expenses plays a vital role in the Fundâ&#x20AC;&#x2122;s profitability. Overall, the net investment income in 2015 has increased from that in 2014 by THB 903.99 million or 21.81%. After taking into account net (loss) gain from investments, an increase in net assets from operations in 2015 has decreased from that in 2014 by THB 13,073.86 million because in 2014 the Fund appointed independent professional valuer to conduct appraisal of infrastructure assets; however, in 2015 the Fund has not appointed the valuer to appraise the assets. As a result, there is Page 128

2015 Annual Report - Digital Telecommunications Infrastructure Fund no unrealised gain from valuation shown in income statement for the year ended 2015, but the unrealised gain item is not considered cash profit and not related to the Fundâ&#x20AC;&#x2122;s operating performance. Total income in 2015 has significantly increased from that in 2014 by 35.89% or THB 1,558.82 million. The key reasons are as follows: in 2015 the Fund has started recognising accounting rental income from 3,000 new towers where True has delivered to the Fund by end of 2014 while in 2014 the Fund did not recognise the revenue, and partial income from DTN; totaled THB 635.96 million from both parts. The Fund has also recorded the rental income from additional asset acquisition in March 2015 totaled THB 690.82 million, and non-recurring, other income of THB 196.50 million arising from the fact that the Fund had reimbursed AWC for the acquisition fee in connection with the additional investment in telecommunications infrastructures assets transaction (front-end fee) in March 2015. Regarding total expense in 2015, it has skyrocketed from that in 2014. The incremental key expenses are as follows: the marketing services of THB 20.38 million as stipulated in the agreement, the additional right of way costs from investment in additional FOC in March 2015 where the Fund would pay to True Universal Convergence. Co., Ltd. who would be responsible to make the relevant payment to the Provincial Electricity Authority (PEA) for hanging FOC; phase 1 (since fund inception) incremental by THB 12.41 million from 2014, phase 2 (additional investment in March 2015) by THB 12.80 million, as stated in the agreement, and the interest expense and related acquisition fee totaled THB 596.55 million from loan transaction from the first additional infrastructure acquisition. In terms of enhancing returns from cash in hand, the Fund has deposited the unused liquidity in savings and current accounts. The interest income in 2015 of THB 10.30 million has declined from that in 2014 of THB 23.37 million because in 2014 the Fund has raised the investment proportion in short-term, low-risk securities that generate higher return than deposits. Gain from the short-term investment will be recorded under net realised gain from investment (not under interest income as part of investment income), and in 2015 the Fund has received gain from selling the investment units amounted to THB 5.15 million. In addition, the Fund has recorded gain and loss from non-cash transactions, namely, net unrealised gain from fair value adjustment (mark-to-market) of short-term, low-risk securities of THB 4.93 million, and net unrealised loss from interest rate swap of THB 200.47 million as a result of fair value adjustment (mark-to-market) of this agreement value as of December 31, 2015, given that the Fund has entered into the interest rate swap agreement in order to minimize the interest rate volatility.

Page 129

2015 Annual Report - Digital Telecommunications Infrastructure Fund 14.1.3 Ability to manage the assets In 2015, the Fund has appointed the appraisers in order to evaluate the value of the first additional infrastructure asset of THB 13,100.00 million comprising investment of THB 806.90 million in the asset and revenue sale and transfer agreement with AWC to acquire the net revenue to be generated from the rental of 338 telecom towers of AWC, and prepayment amounting to THB 12,293.10 million for Long-Term Lease Agreement with call option with AWC. The Fund has financed the acquisition with loan from 5 banking and financial institutions, leading to a higher long-term debt ratio without having significant impact on net asset value of the Fund. With reference to Balance Sheet and Statement of Changes in net assets as of 2015, net asset value of the Fund as of 2015 is close to that of 2014 because in 2015 the Fund has not appointed the independent valuers to appraise the overall investment in the infrastructure business at fair value, resulting in no material change in net asset value in 2015 compared to that in 2014. The retained earnings in 2015 have dropped by 3.81% from that in 2014 because of the operating performance and dividend payout policy in 2015.

Page 130

2015 Annual Report - Digital Telecommunications Infrastructure Fund Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Details of Investments As at 31 December 2015 Details of Investments Classified by Asset Classes are as follows: 31 December 2015 Cost Fair Value Baht Baht Investments in the Infrastructure Business (Note 4) Investments in the ownership of the infrastructure assets Investments in the ownership of 6,000 telecommunications towers and other related passive telecommunications infrastructure for mobile telecommunications services Investments in the ownership of a core fiber optic cable grid and related transmission equipment and an upcountry broadband system Investments in the right to the net revenues Investments in the right to the net revenues to be generated from the rental of telecommunications assets of BFKT (Thailand) Limited (“BFKT”) Investments in the right to the net revenues to be generated from the rental of telecommunications towers of Asia Wireless Communication Company Limited (“AWC”) Addition investments no.1 in the right to the net revenues to be generated from the rental of telecommunications towers of Asia Wireless Communication Company Limited (“AWC”) Investments in the leasehold right of the infrastructure assets Investments in the leasehold right of a fiber optic cable Total Investments in the Infrastructure Business Maturity Investments in Securities (Note 5) Unit trust TMB Treasury Money Fund Fixed account Government Savings Bank Total Investments in Securities Total Investments Net Asset Value as of December 31, 2015

2 February 2016

% of % of Fair Value Fair Value

16,390,555,464

19,607,000,000

22.90

27.39

15,384,010,040

20,814,000,000

24.31

29.08

15,241,063,842

18,343,000,000

21.42

25.63

10,748,870,704

12,787,000,000

14.93

17.86

806,897,620

0.94

1.13

12,293,102,380

14.36

17.17

70,864,500,050

84,651,000,000

98.86

118.26

Cost Baht

Fair Value Baht

745,149,364

751,021,507

0.88

1.05

220,000,000

0.26

0.31

965,149,364

971,021,507

1.14

1.36

71,829,649,414

85,622,021,507

100

120

71,578,710,091

% of % of Fair Value Fair Value

100.00

Page 131

2015 Annual Report - Digital Telecommunications Infrastructure Fund 14.1.4 Repayment ability According to the first additional investment, the Fund has financed the acquisition with loan from five banking and financial institutions where loan conditions that the Fund has agreed with these institutions are similar to conditions given to premium-grade customers of major local commercial banks and correspond to agreements made at armâ&#x20AC;&#x2122;s length. The repayment will be all made in one time, or five years after the loan withdrawal date. The Fund has drawdowned THB 13,100.00 million from the available line of credit to invest in the first additional acquisition on March 6, 2015. As the source of funding for this acquisition is loan from the group of financial institutions, the Fund has additional liability of THB 13,100.00 million, leading to higher expenses of the Fund from the obligation to pay the interest expenses to the lenders. This would in turn have an impact on other factors, for example, liquidity management, repayment ability, and compliance with loan covenants i.e. the Fund needed to reserve some cash balance for future interest payment before dividend payout to the unitholders, compared to the Fundâ&#x20AC;&#x2122;s status in 2014 when the Fund had no liabilities with any financial institution. In addition, upon the due date of the repayment of the loan at the 5th year from the drawdown date, the Fund will consider seeking the most appropriate source of funds for the repayment of such debts in order to arrange an appropriate investment structure for the Fund at the time. That is, the management company may consider a single or multiple sources of funds such as securing credit facilities from commercial banks, issuance of debt instruments (not yet permitted under the current securities law) or capital increase. In the case that the above sources of funds are insufficient for repayment of debts and/or that the Fund is unable to seek sources of funds for repayment of debts in full, the Management Company may use the cash flow derived from the operations to repay the loan, thereby it might adversely affect the dividends to be received by the unitholders during the period that the debts must be repaid. 14.1.5 Liquidity and capital adequacy Sources and Use of Capital: Cash flow from operating activities in 2015 shows net use of THB 6,948.44 million lower than that of 2014 showing net generation of THB 4,209.74 million by THB 11,158.18 million. The key reason is that the Fund purchased the investments in the infrastructure assets that the Fund has made the first additional investment of THB 13,100.00 million. According to this transaction, it has led to an increase in accrued expenses in 2015 of THB 203.89 million because the Fund needed to realise the interest Page 132

2015 Annual Report - Digital Telecommunications Infrastructure Fund expenses periodically and recorded the reserves for interest payment to be paid when due to a group of five banking and financial institutions who granted the loan to the Fund. In addition, the Fund had liquidity management policy where the Fund would invest cash in hand in the securities in order to receive higher return than placing the liquidity in the bank accounts. In 2015 the Fund had net sales of investment in securities of THB 260 million while in 2014 the Fund had net purchase of investment in securities of THB 1,220 million, leading to the discrepancy of transactions in both years totaled THB 1,480 million For retained earnings at the end of 2015, they have amounted to THB 13,498.71 million, declining from that of 2014 by THB 534.53 million. The key reason is that the Fund had excess liquidity as True paid the advance rentals for 6,000 new towers, and the Fund could record the accounting revenues based on only 3,000 new towers in 2015. As a result, the Fund could pay out the dividends in 2015 to the unitholders more than total net adjusted profit, resulting in a reduction in retained earnings as of 2015. Besides, in 2015 the Fund has not appointed the independent valuer to appraise the overall assets of the Fund; therefore, there is no gain/loss from asset revaluation available in the Income Statement. Furthermore, cash flow from financing activity in 2015 has increased by THB 11,683.11 million from that in 2014 as the Fund has net proceeds from long-term borrowing from a group of five banking and financial institutions for the additional investment in March 2015. Capital Expenditure: Since assets in which the Fund had invested were quite new, there was not yet any capital expenditure spent in 2015. In the future, should there be any capital expenditure needed, the Fund will use its existing liquidity as a source of capital. In addition, if this is not sufficient, the Fund may borrow the additional capital from financial institutions. 14.1.6 Returns of the Fund The Fund has announced dividend at THB 0.95 per unit totaling THB 5,495.37 million for the 2015 operating results (Dividend of Q4/2015 will be paid in 2016), which was higher than what was paid out in 2014 at THB 0.91 per unit or THB 5,310.84 million by THB 184.53 million. The reason why the dividend payout in 2015 was higher than that in 2014 is due to a strategy to manage the excess liquidity as the Fund would hold no more than THB 200 million cash in hand and would reserve some liquidity for interest payment according to loan covenants. The remaining liquidity after deducting minimum cash holding and cash reserve for interest payment would entirely be paid to unitholders since the Fundâ&#x20AC;&#x2122;s returns from cash in hand was considerably lower than unitholdersâ&#x20AC;&#x2122; opportunity cost. Page 133

2015 Annual Report - Digital Telecommunications Infrastructure Fund The return from dividend in 2015 compared to the IPO price and the market price as of end of 2015 was 9.46% and 7.63%, respectively, which was higher than that in 2014 by 0.32% and 0.25%, consecutively.

(A) (B) Based on the Based on the 2015 financial 2014 financial statements statements Dividend actually paid from operating performance in relevant period Total 5,495.37 5,310.84 Distribution to unitholders per unit 0.95 0.91 % of returns from dividend compared to IPO 9.46% 9.14% price % of returns from dividend compared to closing 7.63% 7.37% market price at end of 2015

(A-B) Difference

184.53 0.03 0.32% 0.25%

14.2 Forward looking statement Endorsement in an additional lease agreement with dtac Trinet Company Limited: In January 2015 the Fund has signed additional lease agreement (Amendment and Restatement Agreement to MLA) with DTN, showing the key milestone in Thailand where the infrastructure sharing has been done efficiently and successfully. According to the additional lease agreement, DTN would lease more number of towers than what was agreed previously in October 2014 (115 towers). As the Fund would need to follow confidentiality clause stated in the agreement, the Fund could not disclose the details of the additional leased towers until press release would be announced officially. The additional leased revenue from DTN would be gradually recognised as the rental income in Income Statement, resulting in a higher investment income in 2016 than that in 2015.

Page 134

2015 Annual Report - Digital Telecommunications Infrastructure Fund Table illustrating the overall expenses where the Management Company has collected from Digital Telecommunications Infrastructure Fund For the period from January 1, 2015 to December 31, 2015 Related Expenses and Fees O Mutual Fund Supervisory Fee O Registrar Fee

Percentage of Net Asset Value annual rate of 0.02% of the portion of net asset value of the Fund of up to Baht 50.0 billion and annual rate of 0.018% of the portion of the net asset value of the Fund over Baht 50.0 billion annual fee of 0.023% of the registered capital of the Fund, subject to a minimum fee of Baht 3.2 million and a maximum of Baht 5.0 million

Actual Payment (THB million) 13.96 5.00

Charges for the Administrative Services consist of: 1.1 an annual fixed charge of Baht 3 million for the year 2013 and Baht 18.3 million for year 2014, subject to annual escalation at the rate equal to the Consumer Price Index (CPI) announced by the Ministry of Commerce of Thailand for the previous year, subject to a maximum of 3.5% commencing in year 2015; and 1.2 a monthly charge equal to 0.15% of the Fund’s monthly net revenue (after deducting costs associating with rights of way, insurance, and rental payments under land leases) O Telecom Asset Manager Fee

generated from the Managed Assets

47.42

Charges for the Marketing Services consist of: 2.1 a monthly charge equal to 2% of the Fund’s monthly revenue received from any tenant(s) leasing the Marketing Assets in addition to those leased or committed to lease by the founder tenants; 2.2 a charge of Baht 20 million payable on each 1 January 2015 and 1 January 2016, with respect to the new Marketing Assets that are the New Tower Assets allocated to be marketed by the Telecom Asset Manager commencing in year 2015 and 2016, respectively O Operating Expense

Right of Way expenses as stipulated in the relevant agreements

94.02

O Professional Fee

Actual Payment as disclosed in the Fund's prospectus item 7.8

7.07

Payment according to the Facility Agreement and Interest Rate Swap Agreeement

563.43

According to the loan tenures from the Facility Agreement

33.12

Actual Payment as disclosed in the Fund's prospectus item 7.8

23.96

Portion of Adjusted Net Asset Value

Actual Payment (THB million)

O Finance Cost - Interest Expense - Amortised Front-End Fee O Other Expenses

Related Expenses and Fees

THB 0-30,000 Million (0.110%) Portion above THB 30,000 to THB 50,000 Million (0.075%) Portion above THB 50,000 Million (0.050%) Note : Adjusted NAV is equal to total assets on the Fund’s balance sheet minus non-interest bearing debts O Management Fee

Total Expenses

64.4

852.39

Table illustrating the overall expenses where the Management Company has collected from unitholders -NonePage 135

2015 Annual Report - Digital Telecommunications Infrastructure Fund 2015 Auditorâ&#x20AC;&#x2122;s Opinion

Page 136

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Description of Digital Telecommunications Infrastructure Fund Digital Telecommunications Infrastructure Fund (“the Fund”) is a specified infrastructure business fund with the specific investment project detailed in the Fund‟s prospectus. On 20 August 2015, the Fund has received an approval from the office of Securities and Exchange Commission to change its name from “TRUE Telecommunications Growth Infrastructure Fund” to “Digital Telecommunications Infrastructure Fund”. The Fund is a closed-end infrastructure fund and was established and registered on 23 December 2013 with indefinite project life. The Fund registered as listed securities and commenced its trading on the Stock Exchange of Thailand on 27 December 2013. The Fund is managed by SCB Asset Management Company Limited (“the Management Company”), its mutual fund supervisor is KASIKORNBANK Public Company Limited, its registrar is Thailand Securities Depository Company Limited and its telecom asset manager is Telecom Asset Management Company Limited. As at 31 December 2015, the Fund has invested in the telecommunications infrastructure assets as follows: a) the ownership of 6,000 telecommunications towers and other related passive telecommunications infrastructure for mobile telecommunications services of which True Corporation Public Company Limited (“True”) had delivered, or procured the delivery of 6,000 towers within 31 December 2015; b) the ownership of a core fiber optic cable grid and related transmission equipment and an upcountry broadband system of True Universal Convergence Company Limited (“TU”); c) the right to the net revenues to be generated from the commencement date until the expiry date of the lease agreement for the mobile phone network equipment for mobile phone service under HSPA system (“HSPA agreement”) from the rental of certain telecommunications towers and fiber optic cable grid and related transmission equipment of BFKT (Thailand) Limited (“BFKT”) and certain telecommunications towers of Asia Wireless Communication Company Limited (“AWC”), including rights to ownership of certain assets of BFKT and AWC following the expiry date of HSPA agreement; and d) the Fund enters into a Long-Term Lease Agreement with call option with AWC for leasing 7,981 kilometers of the fiber optic cable, until the year 2035. As at 31 December 2015, the major unitholder is True Corporation Public Company Limited, holding 28.11% of total outstanding units (31 December 2014: 28.11%). These financial statements have been approved for issue by the authorised persons on 15 February 2016.

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Significant Accounting Policies

The principal accounting policies adopted in the preparation of these financial statements are set out below:

2.1

Basis of Preparation The financial statements have been prepared in accordance with Thai Generally Accepted Accounting Principles under the Accounting Act B.E. 2543, being those Thai Financial Reporting Standards (“TFRS”) under the Accounting Professional Act B.E. 2547 and the financial reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Act. In particular, the Fund adopts Thai Accounting Standard no. 106 “Accounting for Investment Companies”. The financial statements have been prepared under historical cost convention except investment which use fair value as disclosed in the accounting policies below. The preparation of financial statements in conformity with Thai generally accepted accounting principles requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Fund accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. An English version of the financial statements has been prepared from the statutory financial statements that are in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language statutory financial statements shall prevail.

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Significant Accounting Policies (Cont‟d)

2.2

New/Revised Financial Reporting Standards and Interpretation 2.2.1 New/Revised Financial Reporting Standards which are Effective on 1 January 2015 and are relevant to the Fund a) Financial reporting standards with minor changes and do not have impact to the Fund are as follows: TAS 2 (revised 2014) TAS 7 (revised 2014) TAS 8 (revised 2014) TAS 10 (revised 2014) TAS 11 (revised 2014) TAS 12 (revised 2014) TAS 17 (revised 2014) TAS 18 (revised 2014) TAS 20 (revised 2014) TAS 21 (revised 2014) TAS 23 (revised 2014) TAS 24 (revised 2014) TAS 26 (revised 2014) TAS 29 (revised 2014) TAS 33 (revised 2014) TAS 36 (revised 2014) TAS 37 (revised 2014) TAS 38 (revised 2014) TAS 40 (revised 2014) TFRS 2 (revised 2014) TFRS 3 (revised 2014) TFRS 5 (revised 2014) TFRS 6 (revised 2014) TFRS 8 (revised 2014) TSIC 10 (revised 2014)

Inventories Statement of cash flows Accounting policies, changes in accounting estimates and errors Events after the reporting period Construction contracts Income taxes Leases Revenue Accounting for government grants and disclosure of government assistance The effects of changes in foreign exchange rates Borrowing costs Related party disclosures Accounting and reporting by retirement benefit plans Financial reporting in hyperinflationary economies Earnings per share Impairment of assets Provisions, contingent liabilities and contingent assets Intangible assets Investment property Share-based payment Business combinations Non-current assets held for sale and discontinued operations Exploration for and evaluation of mineral resources Operating segments Government assistance - No specific relation to operating activities

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Significant Accounting Policies (Cont‟d)

2.2

New/Revised Financial Reporting Standards and Interpretation (Cont‟d) 2.2.1 New/Revised Financial Reporting Standards which are Effective on 1 January 2015 and are relevant to the Fund (Cont‟d) a) Financial reporting standards with minor changes and do not have impact to the Fund are as follows: (Cont‟d) TSIC 15 (revised 2014) TSIC 25 (revised 2014) TSIC 27 (revised 2014) TSIC 29 (revised 2014) TSIC 31 (revised 2014) TSIC 32 (revised 2014) TFRIC 1 (revised 2014) TFRIC 4 (revised 2014) TFRIC 5 (revised 2014)

TFRIC 7 (revised 2014)

TFRIC10 (revised 2014) TFRIC12 (revised 2014) TFRIC13 (revised 2014) TFRIC15 (revised 2014) TFRIC 17 (revised 2014) TFRIC18 (revised 2014)

Operating leases - Incentives Income taxes - changes in the tax status of an entity or its shareholders Evaluating the substance of transactions involving the legal form of a lease Service concession arrangements: Disclosures Revenue - barter transactions involving advertising services Intangible assets - Web site costs Changes in existing decommissioning, restoration and similar liabilities Determining whether an arrangement contains a lease Rights to interests arising from decommissioning, restoration and environmental rehabilitation funds Applying the restatement approach under TAS29 (revised 2014) Financial reporting in hyperinflationary economies Interim financial reporting and impairment Service concession arrangements Customer loyalty programmes Agreements for the construction of real estate Distributions of non-cash assets to owners Transfers of assets from customers

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Significant Accounting Policies (Cont‟d) 2.2

Related party disclosures Impairment of assets Investment property Fair value measurement

TAS 24 (revised 2015), „Related party disclosures‟ includes as a related party an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity (the „management entity‟). Disclosure of the amounts charged to the reporting entity is required. TAS 36 (revised 2015), „Impairment of assets‟ is amended to provide additional disclosure requirement when the recoverable amount of the assets is measured at fair value less costs of disposal. The disclosures include 1) the level of fair value hierarchy, 2) when fair value measurement categorised within level 2 and level 3, disclosures is required for valuation technique and key assumption. TAS 40 (revised 2015), „Investment property‟ clarifies that TFRS 3 should be applied when determining whether an acquisition of an investment property is a business combination. TFRS 13 (revised 2015), „Fair value measurement‟ is amended to clarify that the portfolio exception in TFRS 13 applies to all contracts (including non-financial contracts) within the scope of TAS 39 (when announced) or IFRS 9 (when announced). b) Financial reporting standards with minor changes and do not have impact to the Fund are as follows: TAS 1 (revised 2015) TAS 2 (revised 2015) TAS 7 (revised 2015) TAS 8 (revised 2015) TAS 10 (revised 2015) TAS 11 (revised 2015) TAS 12 (revised 2015) TAS 17 (revised 2015) TAS 18 (revised 2015) TAS 20 (revised 2015)

Presentation of financial statements Inventories Statement of cash flows Accounting policies, changes in accounting estimates and errors Events after the reporting period Construction contracts Income taxes Leases Revenue Accounting for government grants and disclosure of government assistance 15

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Significant Accounting Policies (Cont‟d)

2.2

New/Revised Financial Reporting Standards and Interpretation (Cont‟d) 2.2.2 New/Revised Financial Reporting Standards which are Effective on 1 January 2016. These standards are relevant to the Fund and are not early adopted: (Cont‟d) b) Financial reporting standards with minor changes and do not have impact to the Fund are as follows: (Cont‟d) TAS 21 (revised 2015) TAS 23 (revised 2015) TAS 26 (revised 2015) TAS 28 (revised 2015) TAS 29 (revised 2015) TAS 33 (revised 2015) TAS 34 (revised 2015) TAS 37 (revised 2015) TFRS 5 (revised 2015) TFRS 6 (revised 2015) TFRS 11 (revised 2015) TSIC 10 (revised 2015) TSIC 15 (revised 2015) TSIC 25 (revised 2015) TSIC 27 (revised 2015) TSIC 29 (revised 2015) TSIC 31 (revised 2015) TSIC 32 (revised 2015) TFRIC 1 (revised 2015) TFRIC 4 (revised 2015) TFRIC 5 (revised 2015)

The effects of changes in foreign exchange rates Borrowing costs Accounting and reporting by retirement benefit plans Investments in associates and joint ventures Financial reporting in hyperinflationary economies Earnings per share Interim financial reporting Provisions, contingent liabilities and contingent assets Non-current assets held for sale and discontinued operations Exploration for and evaluation of mineral resources Joint arrangements Government assistance - No specific relation to operating activities Operating leases - Incentives Income taxes - changes in the tax status of an entity or its shareholders Evaluating the substance of transactions involving the legal form of a lease Service concession arrangements: Disclosures Revenue - barter transactions involving advertising services Intangible assets - Web site costs Changes in existing decommissioning, restoration and similar liabilities Determining whether an arrangement contains a lease Rights to interests arising from decommissioning, restoration and environmental rehabilitation funds 16

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Significant Accounting Policies (Cont‟d)

2.2

TFRIC10 (revised 2015) TFRIC12 (revised 2015) TFRIC13 (revised 2015) TFRIC14 (revised 2015)

TFRIC15 (revised 2015) TFRIC17 (revised 2015) TFRIC18 (revised 2015) TFRIC20 (revised 2015)

2.3

Applying the restatement approach under TAS29 (revised 2015) Financial reporting in hyperinflationary economies Interim financial reporting and impairment Service concession arrangements Customer loyalty programmes TAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction Agreements for the construction of real estate Distributions of non-cash assets to owners Transfers of assets from customers Stripping costs in the production phase of a surface mine

Foreign Currency Translation Functional and presentation currency Items included in the financial statements of the Fund are measured using the currency of the primary economic environment in which the Fund operates („the functional currency‟). The financial statements are presented in Thai Baht, which is the Fund‟s functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss.

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Significant Accounting Policies (Cont‟d)

2.4

Measurement of Investment Investments are recognised as assets at cost of investment at the date on which the Fund has rights on investments. The cost of investments comprises the purchase prices and all direct expenses which the Fund paid to get such investments. Investments in the Infrastructure Business Investments in the infrastructure business are stated at fair value. The fair value of the investments in infrastructure business are stated at appraisal value of independent professional valuer, approved by Securities and Exchange Commission. The Fund will conduct appraisal of infrastructure business every three year from the date of the appraisal for purchase and lease of the infrastructure business and will conduct a review of appraisal every year from the date of the last appraisal. Unrealised gain or loss from changing in fair value of investment in the infrastructure business will include in the statements of income in that period. Investment in Securities Investments in marketable debt securities which are freely traded on an open market are presented at their fair value, using the latest trading price as of the date of valuation. Investments in cash at banks, bills of exchange and non-transferable promissory notes are presented at fair value, determined by the sum of principal and accrued interest as of the dates on which the investments are measured. Accrued interest portion is separately presented as “Receivables from interest” in the balance sheets. Gains or losses on measurement of investments in cash at banks, bills of exchange and non-transferable promissory notes are recorded as unrealised gains or losses in the statements of income. The weighted average method is used for computation of the cost of investments.

Digital Telecommunications Infrastructure Fund (Formerly â&#x20AC;&#x153;TRUE Telecommunications Growth Infrastructure Fundâ&#x20AC;?) Notes to the Financial Statements For the year ended 31 December 2015

Significant Accounting Policies (Contâ&#x20AC;&#x;d)

2.5

Derivative financial instruments Interest rate swap agreements protect the Fund from movements in interest rates. Any differential to be paid or received on an interest rate swap agreement is recognised as a component of interest revenue or expense over the period of the agreement. Gains and losses on early termination of interest rate swaps or on repayment of the borrowing are taken to profit or loss. Disclosures about derivative financial instruments to which the Fund is a party are provided in Note 12.

2.6

Cash at Banks Cash at banks represents deposits held at call with banks.

2.7

Accounts Receivable from Rental Monthly rental receivables are recognised on rental calculation report which applied the method and the rate stipulated in the master lease agreement.

2.8

Provisions Provisions are recognised when the Fund has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Significant Accounting Policies (Contâ&#x20AC;&#x;d) 2.9

Accounting for Long-term Leases Where the Fund is the Lessor Assets leased out under operating leases are included in investment in the infrastructure business in the balance sheet. Rental income is recognised on a straightline basis over the lease term and according to the contract.

2.10 Borrowings Borrowings are recognised initially at the fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective yield method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as current liabilities unless the Fund has an unconditional right to defer settlement of the liability for at least 12 months after the end of reporting date. 2.11 Revenues and Expenses Recognition Income from the investment in the asset and revenue sale and transfer agreement and rental income are recognised on an accrual basis, at the amounts stipulated under the agreement. Interest income is recognised on an accrual basis based on the effective interest rate. Gains/losses on sales of investments are recognised as income/expenses on the transaction dates. Expenses are recorded on an accrual basis. 2.12 Income Taxes The Fund is exempted from Thailand income taxes, therefore, no provision for income tax has been made in the accompanying financial statements.

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Significant Accounting Policies (Cont‟d)

2.13 Dividend Policy and Capital Reduction Dividend policy The Fund has a policy to pay dividends to unitholders at least 2 times per year as follows: If the Fund has net profit in each year, the Fund shall pay dividend to unitholders at the rate which not less than 90% of the net profit not including unrealised profit from appraisal or reviewed appraisal of the value of the investment for the said accounting period, and capital reserve for the repair, maintenance and improvement of the infrastructure business or repayment of any loan or commitment, in according to the plan specified in the prospectus or notified in advance by the Management Company to Unitholders. If the Fund has retained earnings, the Fund may pay dividend to unitholders out of the retained earnings, provided that dividend payment shall not increase the Fund's accumulated loss for the accounting period when dividend is paid. The Fund shall pay dividends to unitholders within 90 days from the day following the date of closure of the register of unitholders for dividend payment, except where there is a necessary cause which prevents the dividend payment during such period, the Management Company shall give a written notification thereof to the unitholders. In considering the payment of dividends, if the value of interim dividends per unit to be paid is less than or equal to Baht 0.10, the Fund reserves the right not to pay dividends at that time and to bring such dividends forward for payment together with the next dividend payment. Capital reduction The Management Company may reduce the Fund‟s capital in the followings cases: a) the reduction of capital according to plans which may be determined by the Fund. b) the Fund has excess liquidity after disposal of infrastructure assets and payment of dividend to the Unitholders, provided that no retained earnings remain. c) the Fund incurs non-cash expenses and such expenses need not be included for the calculation of the adjusted net profit of the Fund. d) other cases as resolved by the Unitholders The capital reduction pursuant to (b) or (c) above must be passed by a resolution from the Unitholders. 21

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Estimates 3.1

Estimates The preparation of financial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised and in any future period effected. Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in note 4 Investments in the infrastructure business.

Investments in the Infrastructure Business During December 2013, the Fund entered into agreements for investment in the infrastructure business as follows: a) The Fund entered into the asset sale and transfer agreement with True on 24 December 2013. Under the terms of the agreement, True will deliver, or procure the delivery of, 3,000 towers by 31 December 2014 and the remaining 3,000 towers by 31 December 2015. The Fund paid for the investment in the assets of Baht 16,390.56 million, excluding VAT of Baht 1,147.34 million. The Fund fully received totally 6,000 towers from True within 31 December 2015. The Fund entered into master lease agreement for telecommunications towers and other related passive telecommunications infrastructure for mobile telecommunications services with True Move H Universal Communication Company Limited (“TUC”) (formerly “Real Future Company Limited”), a related party, for the operation of mobile telecommunications services for a period of 13 years commencing from 1 January 2015 to 31 December 2027. Under the terms of the agreement, TUC has to make rental payments 1 year in advance for the first batch of 3,000 towers to be delivered by 31 December 2014 and 2 years in advance for the second batch of 3,000 towers to be delivered by 31 December 2015. Therefore, in 2014, the Fund received advance rental for the expected 6,619 placements to be delivered in 2015, and received advance rental for the expected 7,374 placements to be delivered in 2016. The advance payment was charged based on number of placement and varied upon types of the tower. In addition, it also includes revenue from the rental of the telecommunications assets in connection with or pursuant to the agreement, after deducting rental payment under land leases (including property tax). 22

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Investments in the Infrastructure Business (Cont‟d)

b) The Fund entered into the asset sale and transfer agreement with TU on 24 December 2013. TU has delivered a core fiber optic cable grid and related transmission equipment and an upcountry broadband system to the Fund on the date of the Fund's initial investment. The Fund paid for the investment in the assets of Baht 15,384.01 million, excluding VAT of Baht 1,076.88 million. Subsequently, the Fund entered into the master lease agreement with TU for the passive telecommunications equipment for a period of 13 years commencing from 24 December 2013 to 31 December 2026 and for the active telecommunications equipment for a period of 5 years commencing from 24 December 2013 to 31 December 2018. c) The Fund entered into the asset and revenue sale and transfer agreement with BFKT on 24 December 2013 to acquire the net revenue to be generated from the rental of certain telecommunications towers and fiber optic cable grid and related transmission equipment of BFKT pursuant to the HSPA agreement dated 27 January 2011 and its amendments entered into between the CAT Telecom Public Company Limited (“CAT”) and BFKT, starting from the effectiveness of the asset and revenue sale and transfer agreement (1 December 2013) until the expiration of the HSPA agreement (3 August 2025). The net revenue includes revenue from the rental of the telecommunication assets and claims under or in connection with or pursuant to the agreement, after deducting certain costs and expenses for operation and maintenance, rental payments under land leases (including property tax) insurance premiums and costs associated with securing rights of way. Furthermore, the Fund purchased the BFKT monthly unearned rental revenue of October and November 2013 to the Fund in December 2013 and January 2014, respectively. The Fund paid for the investment in the assets of Baht 15,556.56 million. As stipulated in the agreement, BFKT agreed to fully reimburse the Fund for any special business tax in connection with the asset and revenue sale and transfer agreement. Under the term of the agreement BFKT grants to the Fund the option to purchase certain BFKT telecommunications assets at Baht 10 million exercisable at the expiry date.

Investments in the Infrastructure Business (Contâ&#x20AC;&#x;d) d) The Fund entered into the asset and revenue sale and transfer agreement with AWC on 24 December 2013 to acquire the net revenue to be generated from the rental of certain telecommunications towers of AWC pursuant to the lease agreement for the telecommunications tower dated 6 August 2012 and its amendments entered into between the BFKT and AWC, starting from the effectiveness of the asset and revenue sale and transfer agreement (1 December 2013) until the expiration of the agreement (3 August 2025). The net revenue includes revenue from the rental of the telecommunications assets and claims under or in connection with or pursuant to the agreement, after deducting certain costs and expenses for operation and maintenance, rental payments under land leases (including property tax) and insurance premiums. The Fund paid for the investment in the assets of Baht 10,748.87 million. As stipulated in the agreement, AWC agreed to fully reimburse the Fund for any special business tax in connection with the asset and revenue sale and transfer agreement. Under the term of the agreement AWC will transfer the telecommunications tower to the Fund at the expiry date. On 27 February 2015, the Unitholders Meeting No. 1/2015 passed a resolution to approve to invest in the additional in telecommunications infrastructures assets using proceeds from borrowing from financial institutions (Note 8). On 5 March 2015, the Fund entered into agreements for additional investment in telecommunications infrastructures assets as follows: a) The Fund entered into the asset and revenue sale and transfer agreement with AWC to acquire the net revenue to be generated from the rental of certain telecommunications towers of AWC pursuant to the lease agreement for the telecommunications tower dated 6 August 2012 and its amendments entered into between the BFKT and AWC, starting from the effectiveness of the asset and revenue sale and transfer agreement (5 March 2015) until the expiration of the agreement (3 August 2025). The net revenue includes revenue from the rental of the telecommunications assets and claims under or in connection with or pursuant to the agreement, after deducting certain costs and expenses for operation and maintenance, rental payments under land leases (including property tax) and insurance premiums. The Fund paid for the investment in the assets of Baht 806.90 million. As stipulated in the agreement, AWC agreed to fully reimburse the Fund for any special business tax in connection with the asset and revenue sale and transfer agreement. Under the term of the agreement, AWC will transfer the telecommunications towers to the Fund at the expiry date. 24

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Investments in the Infrastructure Business (Cont‟d) b) The Fund enters into a Long-Term Lease Agreement with call option with AWC for leasing 7,981 kilometers of the fiber optic cable. The lease term is 20 years starting from the effectiveness of the Long-Term Lease Agreement (5 March 2015) until the expiration of the agreement (4 March 2035). The Fund made a prepayment for rental of the assets amounting to Baht 12,293.10 million, excluding VAT of Baht 860.52 million. After the Fund receives a refund of the corresponding VAT from the Revenue Department, the Fund will make payment of VAT to AWC as specified in the Long-Term Lease Agreement. In addition, the Fund also subjects to withholding tax amounting to Baht 614.66 million on the prepayment of rental in April 2015. In third quarter of 2015, the Fund had received a full refund from the Revenue Department and had made a full payment to AWC. Subsequently, the Fund entered into a Sub-Lease Agreement for subleasing the assets to TU commencing 5 March 2015 to 7 December 2026. In addition to the agreement above, the Fund had reimbursed AWC for the acquisition fee of Baht 196.50 million in connection with the additional investment in telecommunications infrastructures assets transaction. The movement of the investment in the infrastructure business is summarised below:

2015 Baht

2014 Baht

Investment in the infrastructure business at fair value beginning of the year Add Investment in the infrastructure business Less Investment in the accounts receivable Add Unrealised gain on investment

71,551,000,000 13,100,000,000 -

57,922,250,025 (157,749,975) 13,786,499,950

Investment in the infrastructure business at fair value end of the year

84,651,000,000

71,551,000,000

Investments in Securities at Fair Value 2015 Baht Investment in securities at fair value beginning of the year Additions Disposals Add Realised gain on investment Add Unrealised gain on investment Investment in securities at fair value end of the year

2014 Baht

1,220,945,536 3,350,000,000 6,807,000,000 (3,610,000,000) (5,587,000,000) 5,149,364 4,926,607 945,536 971,021,507

1,220,945,536 25

Cash at Banks Principal

Cash at Banks The Siam Commercial Bank Public Company Limited Saving account The Hongkong and Shanghai Banking Corporation Limited Current account Bangkok Bank Public Company Limited Current account Saving account KASIKORNBANK Public Company Limited Saving account Total

Interest Rate per annum

2015

2014

2015

2014

Baht

3,947

4,132

0.375

7,808,611

20,000 10,023

0.375

846,861,223

292,117,141

0.37 - 0.62

854,703,804

292,121,273

Account Receivable from the Asset and Revenue Sale and Transfer Agreement

The outstanding balance as at 31 December 2015 of account receivable from the asset and revenue sale and transfer agreement is not yet due.

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Long-term borrowings Baht At 31 December 2015 Current Non-current

12,935,855,853

Total borrowings

12,935,855,853

The movement in long-term borrowings can be analysed as follows: Baht At 1 January 2015 Additional borrowings - Principals - Debt issuance costs Amortisation of debt issuance costs

13,100,000,000 (196,500,000) 32,355,853

At 31 December 2015

12,935,855,853

On 5 March 2015, the Fund entered into a borrowing agreement with the Group of Financial Institutions. The borrowing is denominated in Thai Baht with total facility of Baht 13,100.00 million which was used to invest in the Additional Telecommunications Infrastructure Assets (Note 4). The borrowing carries interest at THBFIX plus 3% and fixed rate of 5.5%. The interest will be repayable on a semi-annual basis and the borrowings will be full repayable on the final maturity date. The final maturity date will be 5 years after the first utilisation date. On the same day, the Fund drawdown Baht 13,100.00 million from the available line of credit. Under terms and conditions of the borrowing agreement, the Fund must comply with certain condition including maintaining financial ratio. 9

Unitholders’ Equity Par Value Baht

Number

Baht

5,808,000,000

58,080,000,000

Capital received from unitholders At 31 December 2014

5,808,000,000

58,080,000,000

At 31 December 2015

5,808,000,000

58,080,000,000

2015 Baht

2014 Baht

Authorised units

Retained earnings at beginning of the year Add Net increase in net assets from operations Less Distribution to unitholders (Note 10)

14,033,243,597 273,530,282 4,857,940,268 17,931,797,491 (5,392,473,774) (4,172,084,176)

Retained earnings at end of the year

13,498,710,091

14,033,243,597 27

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Distribution to Unitholders

At the Investment Committee Meeting No. 1/2015 of the Fund held on 19 January 2015, the committee approved the appropriation of dividends of Baht 0.2200 per unit, amounting to Baht 1,277.69 million. The dividend was paid to unitholders in February 2015. At the Investment Committee Meeting No. 2/2015 of the Fund held on 29 April 2015, the committee approved the appropriation of dividends of Baht 0.2350 per unit, amounting to Baht 1,364.81 million. The dividend was paid to unitholders in May 2015. At the Investment Committee Meeting No. 3/2015 of the Fund held on 24 July 2015, the committee approved the appropriation of dividends of Baht 0.2365 per unit, amounting to Baht 1,373.50 million. The dividend was paid to unitholders in August 2015. At the Investment Committee Meeting No.4/2015 of the Fund held on 26 October 2015, the Committee approved the appropriation of dividend of Baht 0.2370 per unit, amounting to Baht 1,376.47 million. The dividends was paid to unitholders in November 2015.

Expenses

Management fee The Management fee is payable to the Management Company, and is calculated based upon a progressive annual of 0.11% of the portion of adjusted net asset value of the Fund below Baht 30.0 billion, of 0.075% of the portion of adjusted net asset value of the Fund between Baht 30.0 billion to Baht 50.0 billion, and of 0.050% of the portion of the adjusted net asset value of the Fund over Baht 50.0 billion. Such rates are before VAT. (The adjusted net asset value is the total assets minus non-interest bearing liabilities). Mutual Fund Supervisor fee The Mutual Fund Supervisor fee is payable to the Mutual Fund Supervisor, and is calculated based on a progressive annual rate of 0.02% of the portion of net asset value of the Fund of up to Baht 50.0 billion and 0.018% of the portion of the net asset value of the Fund over Baht 50.0 billion. Such rates are before VAT. Registrar fee The Registrar fee is payable to the Fund‟s registrar, and is calculated based on an annual fee of 0.023% of the registered capital of the Fund, subject to a minimum fee of Baht 3.2 million and a maximum of Baht 5.0 million. Such rates are before VAT.

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Expenses (Cont‟d) Telecom asset manager fee The Fund appointed the Telecom Asset Manager to provide certain administrative and marketing services for the relevant telecommunications infrastructure assets owned by the Fund. Subject to the terms and conditions of the master services agreement, charges for the services are as per below. 1

Charges for the Administrative Services consist of: 1.1

an annual fixed charge of Baht 3 million for the year 2013 and Baht 18.3 million for year 2014, subject to annual escalation at the rate equal to the Consumer Price Index (CPI) announced by the Ministry of Commerce of Thailand for the previous year, subject to a maximum of 3.5% commencing in year 2015; and

1.2

a monthly charge equal to 0.15% of the Fund‟s monthly net revenue (after deducting costs associating with rights of way, insurance, and rental payments under land leases) generated from the Managed Assets;

Charges for the Marketing Services consist of: 2.1

a monthly charge equal to 2% of the Fund‟s monthly revenue received from any tenant(s) leasing the Marketing Assets in addition to those leased or committed to lease by the founder tenants on the date of the relevant master lease, operation and management agreements with an additional annual charge equal to 3% on any amount in excess of the annual budgeted revenue for the Marketing Assets for such year;

2.2

a charge of Baht 20 million payable on each 1 January 2015 and 1 January 2016, with respect to the new Marketing Assets that are the New Tower Assets allocated to be marketed by the Telecom Asset Manager commencing in year 2015 and 2016, respectively, provided that in the event that more than 20% of the New Tower Assets cannot be delivered within the relevant scheduled delivery date (31 December 2014 and 31 December 2015), the charge payable by the Fund will be adjusted proportionately based on the undelivered New Tower Assets.

An additional charge payable upon (i) a renewal of any lease agreement by a third party tenant in relation to the Marketing Assets, or (ii) the additional Marketing Assets allocated to be marketed by the Telecom Asset Manager, each at the rate to be agreed between the Fund and the Telecom Asset Manager. If, in any year, the Fund‟s annual revenue from the Marketing Assets exceeds an amount equal to 110% of the annual long term projected revenue for the Marketing Assets for any relevant year, the Telecom Asset Manager shall be entitled to additional compensation in an amount equal to 10% of the amount in excess of such 110% threshold which is the amount stipulated in the master services agreement.

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Financial Instruments The Fund‟s activities expose it to a variety of financial risks: interest rate risk, credit risk and fair value as follows; Interest rate risk Interest rate risk is the risk associated with the effects of fluctuations in the prevailing levels of market interest rates. The financial asset and liability that potentially causes the Fund to subject to the interest rate risk are interest rate of deposits and interest rate of borrowing from financial institutions. During the year, the Fund had entered into an interest swap contracts with notional principal amount Baht 11,325.00 million and the fixed interest rate was 5.45% and the floating rates are THBFIX plus 3%. The fair values of interest swap contracts instruments at the balance sheet date were: 31 December 2015 Million Baht Interest swap contracts with negative fair values

(200.47)

Credit risk Credit risk is the risk that counterparties might not discharge their obligation causing the Fund to incur a financial loss. Credit risk arises from risk in the collectability of rental income from counterparties. Fair value The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm‟s length transaction. In determining the fair value of its financial assets and liabilities, the Fund takes into account its current circumstances and the costs that would be incurred to exchange. The carrying amounts of the Fund‟s financial assets and liabilities as at 31 December 2015 as presented in the financial statements approximate to their fair values.

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

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

Country of Incorporation/Nationality

Nature of Relationships

True Corporation Public Company Limited

Thailand

- The major unitholder, holding 28.11% of total outstanding units (2014: 28.11%) - The seller of the infrastructure assets - The major shareholder of Telecom Asset Manager, holding more than 5.00% of total issued and paid-up shares - The major shareholder of the seller of the right to the net revenues, holding more than 5.00% of total issued and paid-up share - The major shareholder of the seller of the infrastructure assets, holding more than 5.00% of total issued and paid-up shares - The major shareholder of the lessee of the infrastructure assets, holding more than 5.00% of total issued and paid-up shares

BFKT (Thailand) Limited

Thailand

- The seller of the right to the net revenue

Asia Wireless Communication Company Limited

Thailand

- The seller of the right to the net revenue - The lessor of the infrastructure assets

True Universal Convergence Company Limited

Thailand

- The seller of the infrastructure assets - The lessee of the infrastructure assets - The sub-lessee of the infrastructure assets

True Move H Universal Communication Company Limited (formerly “Real Future Company Limited”)

Thailand

- The lessee of the infrastructure assets

Telecom Asset Management Company Limited

Thailand

- The Fund‟s telecom asset manager

KASIKORNBANK Public Company Limited

Thailand

- The Fund‟s mutual fund supervisor

SCB Asset Management Company Limited

Thailand

- The Fund‟s management company

The Siam Commercial Bank Public Company Limited

Thailand

- The shareholder of management company which held 99.99% in management company - The major unitholder, holding 8.16% of total outstanding units (2014: 9.98%) - The Fund‟s lender

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Related Party Transactions (Cont‟d) The following significant transactions were carried out with related parties: 2015 Baht a)

Pricing Policy

Revenue from the investment BFKT (Thailand) Limited Income from the investment in the asset and revenue sales and transfer agreement

1,895,338,620 1,900,043,100 Contractually agreed

Asia Wireless Communication Company Limited Income from the investment in the asset and revenue sales and transfer agreement Other income

1,216,320,900 1,151,040,000 Contractually agreed 196,500,000 - As incurred

True Universal Convergence Company Limited Rental income

1,946,314,667 1,267,755,000 Contractually agreed

True Move H Universal Communication Company Limited Rental income KASIKORNBANK Public Company Limited Interest income

The Siam Commercial Bank Public Company Limited Interest income b)

2014 Baht

617,037,874

4,095,163

- Contractually agreed

3,008,815 0.37% - 0.62% per annum (2014: 0.37% - 0.62% per annum)

2,715 0.375% per annum (2014: 0.375% per annum)

Purchase of service SCB Asset Management Company Limited Management fee The Siam Commercial Bank Public Company Limited Finance cost Net unrealised loss from interest rate swap

64,403,053

58,617,483 As detailed in Note 11

135,421,110

- Contractually agreed

84,522,839

- Contractually agreed

KASIKORNBANK Public Company Limited Mutual fund supervisor fee Site visit expense

13,955,186 80,000

13,822,294 As detailed in Note 11 80,000 Contractually agreed

Telecom Asset Management Company Limited Telecom asset manager fee

47,420,259

25,089,664 As detailed in Note 11

True Universal Convergence Company Limited Right of way costs

94,024,726

68,813,448 As incurred

Digital Telecommunications Infrastructure Fund (Formerly “TRUE Telecommunications Growth Infrastructure Fund”) Notes to the Financial Statements For the year ended 31 December 2015

Related Party Transactions (Cont‟d) The following significant transactions were carried out with relate parties: (Cont‟d) 2015 Baht c)

2014 Baht

Pricing Policy

Outstanding balance with related parties BFKT (Thailand) Limited Account receivable from the asset and revenue sales and transfer agreement Reimbursement of the business tax Asia Wireless Communication Company Limited Reimbursement of the business tax True Universal Convergence Company Limited Account payable Accrued expense - right of way costs True Move H Universal Communication Company Limited Account receivable - advance payment Account payable Unearned rental income KASIKORNBANK Public Company Limited Cash at bank Account receivable from interest

315,889,770

316,673,850 Contractually agreed

2,264,880

2,591,434 As incurred

1,754,066

1,820,065 As incurred

137,000,000 -

- Contractually agreed 4,435,236 As incurred

1,400,000 - As incurred 2,108,484 - Contractually agreed 1,699,247,623 1,242,690,331 Contractually agreed

Accrued mutual fund supervisor fee

1,261,857

292,117,141 53,820 0.37% - 0.62% per annum (2014: 0.37% - 0.62% per annum) 1,270,593 As detailed in Note 11

SCB Asset Management Company Limited Accrued management fee

5,930,673

5,367,154 As detailed in Note 11

The Siam Commercial Bank Public Company Limited Cash at bank Interest rate swap payable Accrued expense - finance cost Long term borrowing Telecom Asset Management Company Limited Accrued telecom asset manager fee

846,861,223 144,969

3,947 84,522,839 46,403,153 2,962,409,737

2,483,696

4,132 - Contractually agreed - Contractually agreed - Contractually agreed

2,202,510 As detailed in Note 11

Events after the Accounting Reporting Period

At the Investment Committee Meeting No. 1/2016 held on 26 January 2016, the committee approved the appropriation of dividends of Baht 0.2375 per unit, amounting to Baht 1,379 million. The dividends will be payable to unitholders in February 2016.