Fe 11 by Brother Roger

In great difficulties, lies the beauty of togetherness.

Annual Report 2011

Far East DDB Public Compan y L imited

Discover our true strength...

Overview of Flood Crisis

…the strength of togetherness The 2011 flffllood crisis in Thailand set a new record in the history of the nation. It is the largest inundation over the past 50 years. More than 13 million people in 65 provinces were affected. All of them had to live in the water for more than 6 months from midyear of 2011 to the beginning of 2012. Amid the crisis…lies an opportunity to let us see that we Thais are always supportive - sympathetically, physically, ffiinancially and collaboratively - with total devotion. It was another event to make us understand the true fi meaning of “Think about others before yourself.” Likewise, at Far East DDB this event is a good reffllection of why we all have one another. The Company was determined to help any staff who became ffllood victims in every way possible and cancelled our annual trip to allocate the budget to set up an urgent fund for those who needed it. It covered every rescue step from the preparation of materials to prevent ffllood such as cement blocks, sandbags, and boats for the staff free of charge, to rental assistance, opening a shelter with food and bed provided at the Company for the staff in a number of dozens of families, house repair payment assistance, and Care for Flood Center set up to provide restoration and cleaning instruments after the ffllood. “The staff must be helped.” was the message the Company would like to send to every single member of the staff in the time of the crisis. However, what we discovered was “the best” value and it was the strength of our own, the strength of helping one another, the strength of togetherness.

Far East DDB for one another Flooded? Notflffllooded? Moving out? Staying put? Hanging in? Giving up? These were the questions, quite difffiicult to answer yet remaining in all of our minds, from the staffâ&#x20AC;&#x2122;s to the directorsâ&#x20AC;&#x2122;, during the last quarter of 2011. Nearly 80 members of the staff from all levels were affected from theflffllood so severely they could not live at home and faced the problem of commuting while the other 40 became staff whose houses remained in the area on alert. Regardless of the effects, all of us shared one common feeling: we needed to pitch in. What was difffiicult turned to be easy. What was scarce was ffiilled in. What caused grief brought in relief. Drinking water, cement blocks, sandbags, ffllatboats, shelters, all kinds of help were handed to one another. No chiefs, no subordinates, no identiffiication of victims or non-victims.

Thanks to the Company for saving our lives. Thanks to the crisis for making us realize that we have one another.

Far East DDB Facing the Flood

Far East DDB for partners A friend in need is a friend indeed. When our business partners were affected fromflffllood, the question, “What can we do for our friends?” was raised ffiirst. DHA Siamwalla, Thailand’s offfiice stationery manufacturer for more than 100 years and one of our clients who have trusted us as their partner for more than 25 years, was one of those who were hit by theflffllood. Both of their factories wereflffllooded severely. But with a high spirit and an optimistic view, Khun Suharit Siamwalla, the Managing Director, twitted on Twitter to reffllect his creativity, which is his unique personal identity, to encourage himself and his staff. With this inspiration, Far East DDB thus presented an idea to boost morale and motivation for Siamwalla’s staff to overcome the crisis altogether with the campaign “We shall return.” created exclusively for DHA Siamwalla group companies’ internal publication free of charge. When we heard the response from our client that our concern brought heartwarming comfort to the directors and the staff of Siamwalla, the joy we received back was multiple in its value and it was incomparable.

Far East DDB for Others

Far East DDB for compatriots Compatriots are another target group Far East DDB wishes to send regards to. We decided to change the New Yearâ&#x20AC;&#x2122;s gift plan. Instead offiffiinding beautiful creative gifts as we do every year, we handed out OTOP products because we wanted to help the villagers who were affected by the ffllood. The concept was that happiness is created by chain reaction. The more we spread our best wishes without limits, the more happiness happens. It is like a reward of life which we and our acquaintances give to one another.

Mr. John Zeigler, Chairman and CEO of DDB Group Asia Paciffiic, India, Japan

Others for Far East DDB

DDB for Far East DDB While we expressed our care to others, on the other side of the world, there were those who wanted to send us their best wishes. When DDB, our alliance, heard about the ffllood crisis, an express of concern was sent to us immediately. Mr. John Zeigler, Chairman and CEO of DDB Group Asia Paciffiic, India, Japan, sent an invitation mail to all DDB staff throughout the whole region to encourage and help us. Consequently, we thoroughly passed on the help to our staff who were affected for the restoration of their lives and their houses. The moral support from DDB, as corporate and staff whom we might not know personally, is like nectar and goodwill which brightened up our lives and helped us overcome difffiiculties eventually. The members of Far East DDB do feel honored and appreciate this unforgettable help.

Contents Report from the Board of Directors

Audit Committee Report for the Year 2011

Summary of Financial Information

Business Group

• General Information

• Nature of Business

Business Partners

• The Clients and the Products

Financial Status

• The Risk Factors

• Structure of Shareholders and Management

• Corporate Governance

• Inter-Company Transactions

• Explanation and Analysis Report

• Report of the Board of Directors’ Responsibilities for the Company’s Financial Statements

• Financial Statements & Consolidated Financial Statements

Recognitions

• Awards Recognitions

• Our Work

Message from the Board of Directors

Friendship is a virtue which people should give to one another. Dr. Thiam Chokwatana Founder of Sahapat and Far East Advertising

Message from the Board of Directors Although in 2011 the advertising industry was affected by the mega flffllood disaster recorded in history, the togetherness and the strong spirit of the members of Far East DDB let us get over the problems and helped us step into a greater success. The Company and its afffiiliates earned revenue from servicing and commissions at 677.53 million Baht, an increase from year 2010 at 53.76 million Baht or 8.62%. The net profiffiit was 114.95 million Baht, which is the highest net proffiifit since the founding of the Company, increasing from year 2010 at 16.56 million Baht or 16.83%. With the operation performance and the fiffiinancial status of the Company, the Board of Directors thus voted and agreed to present to the Annual General Meeting of Shareholders on April 27, 2012 to approve the payment of dividends at the rate of 9.00 Baht per share or 78.66% of net profiffiit from the Company Ffiinancial Statements and to pay the dividends on May 24, 2012. The Board of Directors and the staff are determined to achieve the goals of the year 2012 as targeted by the Company with our strategic working plan which is adaptable to any situation. It also helps reduce costs and expenses at the maximum level. The Board of Directors wishes to express our gratitude to our shareholders, clients and business partners for their continuous genuine support to the Companyâ&#x20AC;&#x2122;s operation and would like to invite every shareholder to encourage our staff who had to conquer the obstacles and thus helped the Company succeed and step forward with stability and sustainability while creating trust and bringing success and satisfaction to all parties involved.

AUDIT COMMITTEE REPORT The Company’s Board of Directors’ Meeting No.167 (5/2011) on June 29, 2011 reappointed Mr. Kachornsakdi Vanaratseath as Audit Committee Chairman, Mr. Amorn Asvanunt and Mr. Vichit Tantianunanunt as Audit Committee Members and The Company’s Board of Directors’ Meeting No.168 (6/2011) on August 10, 2011 has appointed Mrs. Chattong Tippayakalin as an additional Audit Committee Member. The Audit Committees hold a 1-year term. All appointed Committee Members have the appropriate qualififfiications that meet the Stock Exchange of Thailand’s requirement. The Company’s Secretary acts as its secretary. The Committee performed duties as assigned by the Board of Directors and reported the results on a regular basis. The Audit Committee held totally four meetings in 2011 as follows: 1. Mr. Khachornsakdi Vanaratseath 4/4 2. Mr. Amorn Asvanunt 4/4 3. Mr. Vichit Tantianunanont 3/4 4. Mrs. Chattong Tippayakalin 1/1 The Management and the Auditor joined some agendas deemed appropriate. The key performances in 2011 are summarized as follows: 1. To ensured that the Company’s ffiifinancial statements were conducted according to the Generally Accepted Accounting Standards with adequate disclosure. The Committee received the Management reports and considered its comments sufffiificiently. Reviewed its quarterly and annually fiffiinancial statements before presenting to the Board for approval prior to submitting to the Stock Exchange of Thailand. Reviewed together with the Management and the Auditors on impact of compliance with new accounting standards. 2. To ensured that the company has appropriate and effiffiicient internal control system. Considered reports from the internal Audit Department, the Auditor’s report. Reviewed audit results and followed up the Management correction of its internal control system along with the improvement on efffiificient auditing whereas its Internal Audit Department reports directly to the Audit Committee. Considered its audit plan for the year 2011 and has taken to improve internal controls in part of a signififfiicant weakness continued. 3. To reviewed related transactions and disclosure of information on related transactions with individuals with possible conflffllict of interests in order to ensure compliance with the rules and regulations prescribed by the Stock Exchange of Thailand and related laws whereby the Company has acted thoroughly, reasonably. 4. To reviewed the Audit Committee’s Charter in order to ensure that it has completed assignments and responsibilities in line with the Stock Exchange of Thailand best practices and suitability for the Company business. 5. To consider the appointment of company auditors for 2012. The Audit Committee has an opinion to propose Mr. Vichai Ruchitanont, Certififfiied Auditor Registration number 4054 and/or Mr. Pravit Viwanthananut, Certififfiied Auditor Registration number 4917 and/or Mr. Bunjong Pichayaprasat, Certififfiied Auditor Registration number 7147 of ANS Audit Company Limited to be the Company’s Auditors for another term with audit fee Baht 440,000.00 per year. Such proposal shall be approved by the Ordinary Meeting of Shareholders.

(Mr. Khachornsakdi Vanaratseath) Audit Committee Chairman

SUMMARY OF FINANCIAL INFORMATION CONSOLIDATED FINANCIAL STATEMENTS Revenue from service & commission Total Revenue Gross Income Net Proffiifit before Interest & Income Tax Net Proffiifit Total Assets Total Liabilities Shareholders’ Equity

(Unit: Thousand Baht) 2011 677,526 757,780 380,943 156,281 114,953 1,216,107 402,016 814,091

2010 623,768 693,863 358,435 128,589 98,392 1,174,143 383,095 791,048

2009 647,725 708,890 334,014 104,777 81,382 1,105,726 387,276 718,450

FINANCIAL RATIO Gross Income (%) Return on Revenue from service & commission = EAT/REV Return on Total Assets = EAT/TA Return on Shareholders’ Equity = EAT/EQUITY Earnings Per Share (Baht) Cash Dividend Per Share (Baht) Book Value Per Share (Baht)

56.23 16.97 9.62 14.32 14.95 * 9.00 108.69

57.46 15.77 8.63 13.04 12.72 8.00 105.77

51.57 12.56 8.14 11.68 10.38 5.00 96.06

* According to the Board of Directors’ Meeting, a proposal has been made to the Ordinary Meeting of Shareholders for approval in April, 2012

Business Group

Nobody can succeed on their own. Sheryl Sandberg Chief Operating Offfiicer of Facebook

GENERAL INFORMATION COMPANY NAME Registered No. Head Offfiice

Nature of Business Authorized Capital

Far East DDB Public Company Limited. 0107537001528 465/1- 467 Si Ayutthaya Rd., Ratchathewi District, Bangkok 10400 Tel. 0-2354-3333 Fax. 0-2644-9550-2 E-Mail Address : fareast@fareastddb.com Website: www.fareastddb.com Advertising Agency Baht 75,000,000

JURISTIC PERSONS THE COMPANY HOLDING SHARES OF 10% UPWARDS 1. Fame Line Co., Ltd.

465/1- 467 Si Ayutthaya Road, Ratchathewi District, Bangkok 10400 Tel. 0-2354-3555 Fax. 0-2354-3556 Nature of Business Advertising Agency Authorized Capital Baht 10,000,000 Shares Held 86.48%

2. Rapp Collins (Thailand) Co., Ltd.

465/1-467 Si Ayutthaya Road, Ratchathewi District, Bangkok 10400 Tel. 0-2354-3577 Fax. 0-2354-3578 Nature of Business Advertising Agency and Direct Marketing Authorized Capital Baht 5,000,000 Shares Held 52%

3. Integrated Communication Co., Ltd.

465/1-467 Si Ayutthaya Road, Ratchathewi District, Bangkok 10400 Tel. 0-2354-3588 Fax. 0-2354-3589-90 Nature of Business Public Relations Authorized Capital Baht 5,000,000 Shares Held 40%

4. Intercontinental Holding Co., Ltd.

465/1-467 Si Ayutthaya Road, Ratchathewi District, Bangkok 10400 Tel. 0-2354-3549 Fax. 0-2644-9550-1 Nature of Business Holding Company Authorized Capital Baht 8,000,000 Shares Held 40%

5. Media Intelligence Co., Ltd.

208 Wireless Road, Patumwan District, Bangkok 10330 Tel. 0-2651-5377 Fax. 0-2651-5370 Nature of Business All media buying, selling and planning Authorized Capital Baht 20,000,000 Shares Held 33.33%

6. SPA-Today-Far East (Thailand) Co., Ltd.

11 Fl, Rajapark Building, 163 Sukhumvit 21, Klongtoey, Bangkok 10110 Tel. 0-2258-9094 Fax. 0-2258-9095 Nature of Business Advertising Agency Authorized Capital Baht 1,000,000 Shares Held 30%

7. Myanmar SPA-Today- Far East Co., Ltd.

174 (A) Dhamma Zedi Road, Bahan Township, Yangon, Myanmar Tel. 95-1-524722 Fax. 95-1-527507 Nature of Business Advertising Agency Authorized Capital US$ 83,333 Shares Held 30%

Other Referees

Company Registrar

Thailand Securities Depository Co., Ltd. The Stock Exchange of Thailand Building, 62 Rachadapisek Rd., Klongtoey, Bangkok 10110 Tel. 0-2229-2800 Fax. 0-2359-1259

Auditors

Mr. Vichai Ruchitanont and/or Mr. Pravit Viwanthananut and/or Mr.Bunjong Pichayaprasat ANS Audit Co., Ltd. 100/72, 22nd Floor, 100/2 Vongvanij Building B., Rama 9 Road, HuayKwang, Bangkok 10320 Tel. 0-2645-0107-9 Fax. 0-2645-0110

NATURE OF BUSINESS Far East DDB and its One Stop Communication subsidiary conduct business, which is mutually complementary with One Stop operating primarily in a consultancy capacity as outlined below:

1. One stop communication consultant service

This service specializes in communications, covering such important activities as Public Relations, Marketing Communication, Creative Communication, Advertising and Customer Relationship Management. It initiates an analysis based on a fundamental study of key factors that could affect the brand, aided by the use of the global DDB licensed tools, known as Brand Conviction Springboard® and ROI Springboard®. Brand Conviction Springboard® is one of the Company’s proprietary tools that has been developed to help give a brand a clear future direction and provide guidelines for all actions, while ROI Springboard provides guideline for communication planning. These tools are undertaken in close collaboration with quantitative and qualitative research and observation carried out by the Company’s own professional research team through another company’s proprietary tool, DDB Insights Springboard.®

2. Production Advertising-related services

The Agencies provide services in creating and producing advertising ffi ifi lms and radio spots, creating layouts and producing print ads, direct mails, brouchures, digital media etc. according to the communication plan as well as coordinate with production supplies. It includers coordinating with other subsidiaries and supplies to create public relations plan and activities, build and manage database, and do direct marketing.

3. Advertising agent/broker

Acting as agent or broker, the Agencies deal with media owners such as television, radio, newspaper, cinema, digital media and magazine for media placements. A commission-based payment in the form of Agency Fee is earned in the process.

THE GROUP’S OVERALL BUSINESS ACTIVITIES Far East DDB Public Company Limited

These days Far East DDB Public Company Limited has become much more than just an advertising agency. It has become a major totally integrated marketing communication consultant. Its services focusing on supporting customers to achieve business success through the effective communication plan and creative work. These operations include product, market and consumer analysis, strategic planning to defiffi ifi ne the concept of communication, advertisement production, effective planning and purchasing of media. This will also involved working and coordinating with other media companies as well as evaluating the total marketing communication plan.

Fame Line Company Limited

Fame Line Company Limited is a subsidiary of Far East DDB Public Company Limited. It is a mediumsized, full-serviced brand engagement agency, established for industrial competitiveness and growth, as well as accounts’ exibility. The services provided by Fame Line include strategic brand planning, creation of advertising materials and brand activities, as well as planning and purchasing of media. Being fully committed to generate the best results to all clients and to be ahead of the competitiveness, the company has recently integrated digital services including digital strategy and planning, design and social network creation as a part of its core services. The management and operation teams are fully independent from those of Far East DDB Public Company Limited.

Rapp Collins (Thailand) Company Limited

RAPP was established as a subsidiary of Far East DDB Public Company Limited since 2003. RAPP is a powerful data driven marketing company that combines data, digital and analytics to drive comprehensive client centric solutions. RAPP is the leader in data-driven marketing and analytics. Its ability to connect with the true value of that data is the key point of difference against other players within the industry. Data-driven insights form the foundation of great ideas, hence data-driven marketing-understanding and responding to the complexities of the needs and desires of the consumer-helps produce more effective results for the agency and the client. RAPP Thailand is the trading name of Rapp Collins (Thailand) Company Limited. 19

SHAREHOLDING & REVENUE STRUCTURE OF THE COMPANY/ SUBSIDIARY AND ASSOCIATED COMPANIES Product / Service Operation by

% of 2011 Share holding Revenue %

2010 Revenue

2009 %

Revenue

Advertising Agency Far East DDB Plc. Revenue from Service & Commission 488,624 89.51 424,140 89.67 410,702 Dividend Income 25,774 4.72 24,647 5.21 26,449 Other Income 31,504 5.77 24,215 5.12 22,190 Total Revenue 545,902 100.00 473,002 100.00 459,341 Advertising Agency Fame Line 86.48 Revenue from Service & Commission Co., Ltd. 175,265 86.05 189,620 86.82 225,451 Other Income 28,417 13.95 28,793 13.18 20,833 Total Revenue 203,682 100.00 218,413 100.00 246,284 Advertising Agency Rapp Collins 52.00 Revenue from Service & Commission (Thailand) Co., Ltd. 14,106 99.97 10,331 99.37 12,439 Other Income 4 0.03 66 0.63 23 Total Revenue 14,110 100.00 10,397 100.00 12,462 Public Relations Integrated 40.00 Revenue from Service & Commission Communication 98,748 97.50 118,211 98.33 95,865 Other Income Co., Ltd. 2,536 2.50 2,007 1.67 963 Total Revenue 101,284 100.00 120,218 100.00 96,828 Holding Company Inter Continental 40.00 Revenue from Service Holding Co., Ltd. 360 36.07 360 38.38 360 Dividend Income 577 57.82 500 53.30 462 Other Income 61 6.11 78 8.32 983 Total Revenue 998 100.00 938 100.00 1,805 Media Buying, Selling & Planning Media Intelligence 33.33 Revenue from Service Co., Ltd. 1,203,582 89.08 942,270 87.83 708,174 Other Income 147,602 10.92 130,515 12.17 125,090 Total Revenue 1,351,184 100.00 1,072,785 100.00 833,264

% 89.41 5.76 4.83 100.00 91.54 8.46 100.00 99.82 0.18 100.00 99.01 0.99 100.00 19.94 25.60 54.46 100.00 84.99 15.01 100.00

Cross Shareholding Structure FE Holding in Other Firms Names

Other Firms holds Share in FE Proportion of Proportion of Shareholding Shareholding

Holding of shares exceeding 50%

1 2

A) Other fiffiirms hold shares in the Company exceeding 50%, the Company must not cross shareholding in other fiffiirms. B) The Company holds shares in other ffiifirms exceeding 50%, the other ffiifirms must not cross shareholding in the Company. C) The Company holds shares exceeding 50% between two or more other fiffiirms, any other ffiifirms must not cross shareholding each other. Fame Line Co., Ltd. Rapp Collins (Thailand) Co., Ltd.

Holding of shares exceeding 25% not exceeding 50%

86.48 52.00

A) Other ffi ifi rms hold shares in the Company exceeding 25% but not exceeding 50% of shares, the Company must not cross shareholding in other ffiirfi ms exceeding 10%. B) The Company holds shares in other ffiirfi ms exceeding 25% but not exceeding 50% of shares, the other ffiirfi ms must not cross shareholding in the Company exceeding 10%. 1 Intercontinental Holding Co., Ltd. 40.00 2 Integrated Communication Co., Ltd. 40.00 3 Media Intelligence Co., Ltd. 33.33 4 SPA-Today-Far East (Thailand) Co., Ltd. 30.00 5 Myanmar SPA-Today-Far East Co., Ltd. 30.00

Holding of shares not exceeding 25%

1 2 3

A) Other fiffiirms hold shares in the Company not exceeding 25%, the Company must not cross shareholding in other fiffiirms exceeding 25%. B) The Company holds shares in other fiffiirms exceeding not exceeding 25%, the other fiffiirms must not cross shareholding in other ffiifirms exceeding 25%. Saha Pathanapibul Plc. Saha Pathana Interholding Plc. I.C.C. International Plc.

0.34 0.28 0.29

12.30 13.60 10.64

Business Partners

If you stand for nothing, youâ&#x20AC;&#x2122;ll find nobody against you, and nobody for you. Bill Bernbach DDB Founder

THE CLIENTS AND THE PRODUCTS American International Assurance Co., Ltd. Asia Insurance 1950 Co., Ltd. Asian Property Development Plc. Bangkok Athletic Co., Ltd. Bluescope Lysaght (Thailand) Limited Bluescope Steel (Thailand) Limited B-Quik Co., Ltd. Carabao Tawandang Co.,Ltd. Country Group Development Public Company Limited Department Of Export Promotion DHA Siamwalla Ltd. Dynamic Satcom Co., Ltd. Esso (Thailand) Plc. Globiz Venture Co., Ltd. Golden Cup Commercial Co., Ltd. Green Spot Ltd. Havells Slyvania (Thailand) Ltd. I.C.C. International Plc. Index Living Mall Co.,Ltd. IRPC Plc. Johnson & Johnson Consumer (Thailand) Ltd. Kilang Makanan Mamee Sdn Bhd Krung Thai Bank Plc. Lion Corporation (Thailand) Ltd. Midea Electric Trading (Thailand) Co., Ltd. Mitr Phol Sugar Co., Ltd. Nawaplastic Industries Co., Ltd. Omron Healthcare Singapore Pte Ltd. Pens Marketing And Distribution Co., Ltd. Pepsi-Cola (Thai) Trading Co., Ltd. Philip Morris Thailand Limited Philips Electronics (Thailand) Ltd. President Bakery Plc. PTT Plc. Quality Houses Public Company Limited Raimon Land Plc. Saha Pathanapibul Plc. Scg Building Materials Co., Ltd. Sena Development Plc. Siam Sanitary Ware Industry Co., Ltd. Siam Winery Trading Plus Co., Ltd. Sino-Pacififfiic Trading (Thailand) Co., Ltd. Soonthorn Tanyasab Co., Ltd. T.A.C. Consumer Co., Ltd. Thai Ceramic Co., Ltd. Thai Fermentation Industry Co., Ltd. The CPAC Roof Tile Co., Ltd. The Siam Fibre Cement Co., Ltd. The Siam Sanitary Fittings Co., Ltd. TOT Public Company Limited Unilever Thai Trading Limited

University of the Thai Chamber of Commerce Wien Co., Ltd.

APPAREL & PERSONAL ACCESSORIES Arrow Apparel Products Lacoste Apparel Products Revinus Lingerie Wacoal Lingerie Pan Sport Shoes PS.Junior Shoes

PERSONAL CARE

BSC Panadda (Cosmetic and Skin Care) BSC Jean & Jean (Cosmetic and Skin Care) BSC Cosmetology (Cosmetic and Skin Care) Q’lean Anti Dandruff Shampoo Falless Shampoo I Knew Anti Stretch Mark Cream Clean & Clear Facial Care Products Neutrogena Facial Care Products Kodomo Baby Personal Care Kodomo Baby Oral Care Hi-Herb BSC Toothpaste Golden Cup Oil

HOUSEHOLD PRODUCTS

108 Shop Detergent SueSat Detergent Essence Fabric Care Essence Fresh & Soft Fabric Care Lipon F & Lipon Lemon Tea Dishwashing Liquid

FOOD & BEVERAGES

CarabaoDang Energy Drink Richesse Yogurt V-Slim Coffee Farmhouse Bakery Tanyatip Rice Hershey Chocolate Lipton Tea Lipton Ice Tea Mont Fleur Mineral Water Mitr Phol Sugar Vitamilk Soymilk V-Soy Hi-Calcium Soymilk Green Spot Orange Juice Kewpie Vinegar SueSat Instant Noodle Rachachuros MSG Hearti Benecol Dietary Supplement Product Mama Instant Noodle Mr. Potato Crisp SPY Wine Cooler

CONSTRUCTION MATERIALS & CONSUMER DURABLES Cotto Faucet Cotto Sanitary Ware Cotto Tiles Index Living Mall JINGJOE LEK steel Ranbuild prefabricated steel shed Tra Chang Ayara Roof Tiles Tra Chang Cement Tra Chang CPAC Monier Roof Tile Tra Chang Excella Roof Tiles Tra Chang Lonkoo Roof Tile Tra Chang Prima Roof Tiles Tra Chang Smartboard Tra Chang Smartwood Windsor Gutter

STATIONERY

Elephant File Quantum Correction Pen Elephant Correction Pen Artifact Pen Master Art Colors

REAL ESTATE

Asian Property Projects Raimon Land Condominium Quality Houses Projects Elements Condominium

SHOPPING MALL

Sena Fest Lifestyle Complex

OTHER

TOT 3G Network La-Z-Boy Chairs Philips Consumer Electronic, Lighting, Domestic Appliance and Personal Care Omron Blood Pressure Monitor Asia 3 Plus Motor Insurance King Painting Project IRPC Petrochemical DEP: Thailand’s Brand Dynasat Satellite Dish Sylvania Battery Esso Fuel AIA Personal Accident / Life Insurance Krung Thai Bank Product & Services Philip Morris University Of Thai Chamber Of Commerce Tiger Mart B-Quik Quick Fit Auto Service Center

Financial Status

Difficulties mastered are opportunities won. Winston Churchill Former Prime Minister of the United Kingdom

THE RISK FACTORS The risk of loss of major clients

The Company’s four major clients are Saha Pathanapibul Plc., Lion Corporation (Thailand) Ltd.,CarabaoTawandang Co., Ltd. and Siam Cement Group, and these four companies account for 45.7 % of the Company’s total revenue. In today’s competitive situation, these clients may leave us or cut down their budget, which would tremendously affect the Company’s operations and revenue. However, the Company is determined to provide services for the prospect clients and continuously improve the quality of products and services for the ongoing clients. The Company is very conffiifident, however, that major four clients mentioned above which have been with the Company for more than 10 years, and other clients will continue to remain on good terms with the Company in the future.

The risk from economy instability

In 2011, the world has been affected by unexpected natural disasters such as Tsunami in Japan that hit the car industry, one of Japan’s major industries. Also, the Thailand’s historical severe flffllooding which 65 provinces were declared flffllood disaster zones and over 13 million people suffered losses in both agricultural and industrial sectors. The World Bank has estimated 1.44 billion baht in economic damages and losses due to flffllooding, ranks as the world’s fourth costliest disaster as of 2011. Delayed and decreased client’s advertising budget and the slowdown in consumer spending due to the flffllooding are the major factors that affect the company’s revenue which continued to decline from the original target set.

The risk from loss of professionals in the advertising fiffiield

The advertising business depends on talented professionals as a main resource. Those talented professionals who have special expertise and skills in creativity and communication planning are in short supply. In order to cope with this problem, the Company places a strong emphasis on improving the skills of employees at all levels to strengthen their capacity and develop to their full potential at all times. The Company regularly sets up training courses and seminars to elevate skills and increase knowledge in order to ensure the most and effiffiicient business and account management. The Company places strong emphasis on strategic planning and creative thinking in every business process in order to effectively deal with new markets and medias. The Company emphasizes the importance of human resource development by offering opportunities for employees to improve work-related skills by arranging internal seminars, inviting knowledgeable guest speakers from many fiffiields and sending employees to attend seminars aboard, all of which help to elevate skills of employees to allow them to compete in international level.

The risk from the changes of policy by global and regional customers

Global and regional customers tend to use the same advertising agency network in every market in order to communicate the same message internationally. Since, the Company entered into a business contract with DDB worldwide, the Company has obtained many more clients from the global and regional network. However, if global or regional customers decide to change their policy and cancel their contract with the DDB network, our company will have no alternative than to accept the loss.

The risk from investment

The Company invests in subsidiary companies that are operating in either the same or complimentary and related businesses, which is a considered risk. Even though there is some cross-holding investment in a number of these subsidiary companies, the Company does not have any control over these businesses. The Board of Directors of each subsidiary company is in charge of management and decision making. The Company receives a return on investment in the form of dividends. In case the subsidiary companies make a loss, the Company has already made an allowance for loss or impairment of investment in the Companyâ&#x20AC;&#x2122;s profiffiit and loss statement.

The risk from credit term allowance

The Company has a cautious credit allowance policy by having a contract or document to endorse all allowances. The Company also has a strict follow-up program, therefore, the Company does not expect any significant loss from these account receivables.

STRUCTURE OF SHAREHOLDERS AND MANAGEMENT Shareholders

As at the close of share register on April 8, 2011

Type Person Share Juristic Persons Thai Foreign

29 2

Private Individuals Thai Foreign

4,085,053 825,000 267 2,545,747 3 44,200

Total

301

7,500,000

% 54.47 11.00 33.94 0.59

100.00

10 Major Shareholders as at the close of share register on April 8, 2011

Name

1. Chokwatana Groups 2. Saha Pathana Inter - Holding Plc. 3. Saha Pathanapibul Plc. 4. I.C.C. International Plc. 5. DM 9 Holding 6. Mr. Samrerng Manoonpol 7. Bangkok Insurance Plc. 8. I.D.F. Co., Ltd. 9. Mrs. Orapin Poonsakudomsin 10. Newcity (Bangkok) Plc.

No. of Share 1,607,694 1,020,000 922,650 797,800 750,000 747,500 176,700 171,000 117,900 85,500

% 21.44 13.60 12.30 10.64 10.00 9.97 2.36 2.28 1.57 1.14

Dividend Payment Policy Company’s Dividend Payment Policy

The Company intended to allocate dividends to the shareholders at the rate of Baht 3 per share per year, subjecting mainly to the economic situation and the Company’s results of operation. Nevertheless, during the past ffiifive years, the Company had paid dividend to shareholders fairly with the rate is suitable to each period economy situation as follows:

Year 2010 2009 2008 2007 2006 Value of share (Baht) 10.00 10.00 10.00 10.00 10.00 Dividend per share (Baht) 8.00 5.00 5.00 5.00 5.00 Total amount (Baht) 60,000,000.00 37,500,000.00 37,500,000.00 37,500,000.00 37,500,000.00 Ratio (%) net proffiifit 79.98% 63.14% 79.28% 80.45% 81.61%

Company subsidiaries’ Dividend Payment Policy

The Company subsidiaries intended to allocate dividends at the rate of 50% of the profiffiit after tax.

% Shares holding

Family Relationship Between Period Directors

• 14 companies • Fame Line Ltd. • Integrated Communication Co.,Ltd. • SPA-Today-Far East (Thailand) Co., Ltd. • Myanmar SPA-Today-Far East Co., Ltd. • Rapp Collins (Thailand) Co., Ltd.

Competitive Business related to Company’s Business • Chairman • Chairman • Director • Director • Director

• 3 companies

Non Listed Companies

Competitive Business related to Company’s Business • Director • SPA-Today-Far East (Thailand) Co., Ltd. • Director • Myanmar SPA-Today-Far East Co., Ltd. • Chairman • Media Intelligence Co., Ltd. • Chairman • Rapp Collins (Thailand) Co., Ltd. Listed company Non Listed Companies Competitive Business related to Company’s Business

1996 - Present 1996 - Present 1999 - Present 2003 - Present

3. Mr. Dan Sornmani 47 • Master’s Degree in Marketing, 0.53 -None- • Managing Director Canberra University, Australia • Authorized Director • Director Accreditation Program • Risk Management (DAP) 55/2006 from IOD Committee

- None - None -

- None -

• Saha Pathanapibul Plc.

Listed company • Independent Director / Audit Committee Chairman

• MFC Asset Management Plc. • Pan Asia Footwear Plc. • Thai President Food Plc.

• Saha Pathanapibul Plc.

Company

Listed company • Chairman of the Executive Board • Chairman • Independent Director • Audit Committee • Chairman • Director Non Listed Companies

Experiences Position

2. Mr. Wasin Teyateeti 63 • Bachelor of Accountancy, 0.23 -None- • Vice Chairman Chulalongkorn University 1997 - Present • Authorized Director • Director Accreditation Program (DAP) 3/2003 from IOD

1. Mr. Boonchai Chokwatana 64 • The Doctoral Honorary Degree in 4.90 Miss Chailada • Chairman Communication, Naresuan University Tantivejakul’s father 1972 - Present • Authorized Director • B.A. (Political Science), 2010 - Present Ramkhumhaeng University 2007 - Present • Business Administration from Wisconsin State University at February 28, 2011 Superior, U.S.A. April 27, 2011 • Director Accreditation Program (DAP) 3/2003 from IOD • Director Certififfiication Program (DCP) 68/2005 from IOD 1989 - Present 1996 - Present 1996 - Present 1996 - Present 2003 - Present

Name / Position Age Education

Details of Board of Directors and Executives

Board of Directors

Listed company • Independent Director / Audit Committee • Independent Director / Audit Committee Chairman Non Listed Companies Competitive Business related to Company’s Business

- None -

• 4 companies

• S&J International Enterprise Plc.

• Saha Pathanapibul Plc.

7. Mr. Khachornsakdi 64 • Master’s Degree in Accountancy, - -None- Vanaratseath Western Illinois University, U.S.A. 1996 - Present • Independent Director • Graduate Diploma in Auditing, 1998 - Present • Audit Committee Chairman Chulalongkorn University • B.Se. Accountancy, Chulalongkorn University • Director Accreditation Program (DAP) 3/2003 from IOD

Competitive Business related to Company’s Business • Director • SPA-Today-Far East (Thailand) Co., Ltd.

• 4 companies

• Saha Pathanapibul Plc.

6. Mrs. Chailada Tantivejakul 35 • Master’s Degree in International 3.61 Mr. Boonchai Chokwatana’s • Director Commerce and Policy, daughter May 13, 2011 • Financial Director George Mason University, USA. • Authorized Director • Director Accreditation Program • Risk Management (DAP) 55/2006 from IOD Committee 2004 - Present

Listed company • Executive Director Non Listed Companies

• Fame Line Co., Ltd. • Image First Co., Ltd. • Rapp Collins (Thailand) Co., Ltd. • Integrated Communication Co.,Ltd.

Competitive Business related to Company’s Business • Director • Director • Director • Director

- None • 1 company

Company

Listed company Non Listed Companies

Experiences Position

5. Mrs. Malee Leelasiriwong 57 • Bachelor of Law, 0.03 -None- • Director Chulalongkorn University • Human Resource Director • Director Accreditation Program • Authorized Director (DAP) 2/2003 from IOD • Risk Management Committee 1989 - Present 1990 - Present 2003 - Present 2003 - Present

Family Relationship Between Period Directors Listed company • Executive Director • Thai Wacoal Plc. Non Listed Companies • 7 companies Competitive Business related - None to Company’s Business

% Shares holding

4. Mrs. Siriwan 57 • Master’s Degree of Business 0.05 -None- Vilassakdanont Administration, Sasin Graduate 2009 - Present • Director Institute of Business Administration • Authorized Director of Chulalongkorn University • Director Accreditation Program (DAP) 3/2003 from IOD

Name / Position Age Education

Details of Board of Directors and Executives

Board of Directors

% Shares holding

Family Relationship Between Period Directors

• 1 companies

Non Listed Companies

• 3 companies Competitive Business related - None to Company’s Business - None - None • Grandma Communications Co., Ltd. • Yes Communications Co., Ltd. • Big Mama House Co., Ltd.

Non Listed Companies

Listed company Non Listed Companies Competitive Business related to Company’s Business • Managing Director • Managing Director • Managing Director

10. Mr. Sorchote 46 • Bachelor of Arts University of 0.10 - None - Ambhanwong Srinakharinwirot Prasanmit • Independent Director • Master’s degree in Communications, Design • Director Accreditation Program (DAP) 85/2010 from IOD 1996 - Present 2004 - Present 2007 - Present

11. Mr. Arthorn Maeknoparat 54 • Bachelor Degree Faculty of - - None - Listed company - None - • Director Communication Arts, Mass • General Manager Communication, Non Listed Companies - None Chulalongkorn University • Director Accreditation Program Competitive Business related - None (DAP) 87/2011 from IOD to Company’s Business

• Pan Asia Footwear Plc.

Listed company • Independent Director • Audit Committee

Competitive Business related - None - to Company’s Business

• People’s Garment Plc. • Saha Cogen (Chonburi) Plc. • Thai Military Bank Plc. • Thai Military Bank Plc. • Krungdhep Sophon Plc. • Krungdhep Sophon Plc.

• I.C.C. International Plc. • I.C.C. International Plc.

Company

Listed company • Audit Committee • Chairman of Risk Management Committee • Audit Committee Chairman • Audit Committee • Executive Director • Risk Management Committee • Independent Director • Risk Management Committee

Experiences Position

9. Mr. Vichit Tantianunanont 65 • Assumption Commercial - - None - • Independent Director College, Bangkok April 11, 2011 • Audit Committee • Director Accreditation Program • Chairman of Risk (DAP) 3/2003 from IOD Management Committee

8. Mr. Amorn Asvanunt 63 • Master’s Degree of MBA, - - None - • Independent Director Bowling Green State University, 1999 - Present • Audit Committee Ohio, U.S.A. 2007 - Present • B.Se. Accountancy Chulalongkorn University 2002 - Present • Director Accreditation Program 2002 - Present (DAP) 4/2003 from IOD 2003 - Present 2006 - Present 2005 - Present 2008 - Present

Name / Position Age Education

Details of Board of Directors and Executives

Board of Directors

Family Relationship Between Period Directors

Experiences Position

• Bachelor of Economics (Finance) - - None - Listed company - None - University of the Thai Chamber of Commerce Non Listed Companies - None • Master of Business Administration (Management) Competitive Business related - None Kasetsart University to Company’s Business • National Defence College

% Shares holding Company

15. Mrs. Pornwilai 51 • Master of Business - - None - Listed company - None - Pinvanichkul Administration, • Accounting Manager Ramkhumhaeng University Non Listed Companies • 1 company (1998 - Present) Competitive Business related - None to Company’s Business

14. Dr. Somchat 42 • Doctor of Philosophy - - None - Listed company - None - Visitchaichan Development Administration), • Strategic Planning National Institute of Non Listed Companies - None Director Development Administration (2005 - Present) Competitive Business related - None to Company’s Business

13. Mr. Anupol Puwapoonpol 51 • Bachelor Degree Faculty of - - None - Listed company - None - • Executive Business Communication Arts, Major in Director Advertising and Public Relation, Non Listed Companies - None (2004 - Present) Chulalongkorn University Competitive Business related - None to Company’s Business

12. Mrs. Chattong Tippayakalin • Independent Director • Audit Committee

Name / Position Age Education

Details of Board of Directors and Executives

Board of Directors

NUMBER OF SHARES HELD BY THE DIRECTORS AND EXECUTIVES OF FAR EAST DDB PUBLIC COMPANY LIMITED AS AT DECEMBER 31, 2011 Increase / 2010 2011 Decrease 2011 Name % Total Director Spouse During Director Spouse the year 1. Mr. Boonchai 2. Mr. Wasin 3. Mr. Dan 4. Mrs. Siriwan 5. Mrs. Malee 6. Mrs. Chailada 7. Mr. Khachornsakdi 8. Mr. Amorn 9. Mr. Vichit 10. Mr. Sorchote 11. Mr. Arthorn 12. Mrs. Chattong 13. Mr. Anupol 14. Mr. Somchat

Chokwatana Teyateeti Sornmani Vilassakdanont Leelasiriwong Tantivejakul Vanaratseath Asvanunt Tantianunanont Ambhanwong Maeknoparat Tippayakalin Puwapoonpol Visitchaichan

249,300 118,500 14,850 2,250 40,000 - 3,825 - - 2,100 271,044 - - - - - - - - 7,200 - - - - - - - -

- - - - - - - - - - - - - -

367,800 17,100 40,000 3,825 2,100 271,044 - - - 7,200 - - - -

4.90 0.23 0.53 0.05 0.03 3.61 - - - 0.10 - - - -

249,300 14,850 40,000 3,825 - 271,044 - - - - - - - -

118,500 2,250 2,100 7,200 -

NUMBER OF SHARES HELD BY DIRECTORS OF FAME LINE CO.,LTD. (SUBSIDIARY) AS AT DECEMBER 31, 2011 Increase / 2010 2011 Decrease 2011 Name % Total Director Spouse During Director Spouse the year 1. Mr. Boonchai

Chokwatana

5,000

500

1,015

6,515

6.52

6,015

500

NUMBER OF SHARES HELD BY DIRECTORS OF RAPP COLLINS (THAILAND) CO.,LTD. (SUBSIDIARY) AS AT DECEMBER 31, 2011 Increase / 2010 2011 Decrease 2011 Name % Total Director Spouse During Director Spouse the year 1. Mr. Wasin Teyateeti 2. Mrs. Malee Leelasiriwong

1 1

- -

1 1

0.00 0.00

1 1

MANAGEMENT Management Structure The Company’s management structure as of December 31, 2011 consists of the Company’s Board of Directors, Audit Committee, Risk Management Committee and Mr. Arun Ngamdee as the Company Advisory Chairman. NAMES 1. Mr. Boonchai Chokwatana 2. Mr. Wasin Teyateeti 3. Mr. Dan Sornmani 4. Mrs. Siriwan Vilassakdanont 5. Mrs. Malee Leelasiriwong 6. Mrs. Chailada Tantivejakul 7. Mr. Khachornsakdi Vanaratseath 8. Mr. Amorn Asvanunt 9. Mr. Vichit Tantianunanont 10. Mr. Sorchote Ambhanwong 11. Mr. Arthorn Maeknoparat 12.* Mrs. Chattong Tippayakalin Mrs. Suree Muennarintr

POSITION Chairman Vice Chairman Managing Director Director Director Director Director Independent Director Independent Director Independent Director Director Independent Director The Company’s Secretary

APPOINTEDYEAR 1970 1974 2005 1989 2000 2005 2002 2002 2002 2010 2010 2011 2008

* Mrs. Chattong Tippayakalin to be the director on August 11, 2011

Scope, Authorities and Duties of the Company Directors

1. To practice duties with responsibility, care and honest in the same way as fiffiiduciary should be made in the same situation with bargaining power of trade without the inffllfluence of status as the Company’s directors, including to comply with policy, law, objective, the Company’s regulations, the resolutions of the Company’s Board and shareholders’ meeting. 2. Implement and direct the Company’s policies, as well as monitor and supervise its operations to maximize economic value. 3. To encourage the development of the policy of corporate governance, ethics and business code of ethics in written in order for the Company directors, Executives and employees to observe as guideline in the conduct of the business. 4. To arrange for a suffiffiicient internal control system in order to ensure that transactions are approved by authorized individuals, reviewed and recorded accounting reports; and, to implement systems preventing inappropriate use of company assets. 5. Transactions with possible conffllflict of interests must be carefully reviewed, with a defiffiinite guideline to ensure the interests of the Company and the shareholders, individuals with interests may not be involved in the decision making process. They must observe the requirements on the proper procedure and disclosure of transactions with possible conffllflict of interests. 6. Ensure management’s accountability to shareholders: preserve their rights and interests, clearly and fully disclose information. 7. Approve the fiffiinancial report having been audited and/or reviewed by the auditor and the audit committee. 34

8. To appoint, revoke and authorize consultants to the Company’s Executive Boards’ Advisory, to Committees and/or to other individuals to comply. 9. To prepare the Report on the Company Board of Directors’ Responsibilities for Financial Statements and disclosure it in the annual report of the Company (56-2 Form) and the annual disclosure report (56-1 Form). 10. To engage in any other action, which is beyond the authority of the Executive Board, or which the Board of Directors deems appropriate. In the year 2011, the Board of Directors held nine meetings; the attendance of each Board member on such meetings was as follows:

Names

1. Mr. Boonchai 2. Mr. Wasin 3. Mr. Dan 4. *Mr. Rudiger 5. Mrs. Siriwan 6. Mrs. Malee 7. Mrs. Chailada 8. Mr. Khachornsakdi 9. Mr. Amorn 10. Mr. Vichit 11. Mr. Sorchote 12. Mr. Arthorn 13. **Mrs. Chattong

The Board of Directors’ Meeting Chokwatana Teyateeti Sornmani Reinecke Vilassakdanont Leelasiriwong Tantivejakul Vanaratseath Asvanunt Tantianunanont Ambhanwong Maeknoparat Tippayakalin

9/9 5/9 5/9 3/4 8/9 9/9 8/9 6/9 5/9 8/9 7/9 8/9 3/3

Note : * Resigned on June 20, 2011 ** To be the Director in place of Mr. Rudiger Reinecke on August 11, 2011

Committees

The Company’s Board of Directors has extensively emphasized good corporate governance, thus the committees are assigned to have individual duties and responsibilities which are comprised of the Audit Committee and the Risk Management Committee Each committee has authority, duty and responsibility as stated on committee’s charter as follows.

The Audit Committee

The Board of Directors sets up the Audit Committee to support its corporate governance in aspects of process of fiffiinancial report, internal control, audit process, and the adherence of related rules and regulations. The Audit Committee consists of four company directors, who are the Independent Directors. 1. Mr. Khachornsakdi Vanaratseath Chairman of Audit Committee 2. Mr. Amorn Asvanunt Audit Committee Member 3. Mr. Vichit Tantianunanont Audit Committee Member 4. Mrs. Chattong Tippayakalin Audit Committee Member Secretary to the Board of Audit Committee : Mrs. Suree Muennarintr 35

Duties and Responsibilities of the Company Audit Committee

1. Review that the Company’s fiffiinancial statements are correct and suffiffiicient; 2. Review that the Company’s internal control system and internal audit system are sufffiicfi ient and effective, review the suffiifficient independence of the offififi ce of Internal Audit, and provide opinions for the appointment, transfer, and promotion of heads of the offififi ce of Internal Audit or other offfiicfi es with responsibilities for internal audit activities; 3. Review that the Company’s operation conforms to laws on securities and exchange, requirements of the Stock Exchange of Thailand and any other laws relating to the Company’s business; 4. Review, select, nominate for approval for the persons with independence of performing the duties of external auditors for the Company, propose the remuneration of such external auditors, and jointly attend the meeting with the external auditors, at least once a year, without the presence of the Company’s management; 5. Review any connected transaction or transactions with potential conffilfl ict of interest to be in compliance with laws and requirements of the Stock Exchange of Thailand in order to ensure that such transactions are reasonable and provide the best benefififi ts for the Company; 6. Prepare the Audit Committee reports to be disclosed in the Company’s annual report; such reports must be signed by the Chairman of the Audit Committee and it must contain, at least, some signifififi cant information as described below: (a) opinions about the accuracy, correctness and reliability of fiffiinancial statements and fiffiinancial reports of the Company; (b) opinions about the sufffiificiency of internal control system of the Company; (c) opinions about the compliance with laws on securities and exchange, requirements of the Stock Exchange of Thailand and any other laws relating to the Company’s business; (d) opinions about the appropriateness of external auditors; (e) opinions about transactions with potential confflfllict of interest; (f) number of meetings to be convened by the Audit Committee and meeting attendance of each Audit Committee member; (g) opinions or general ffi ifi ndings obtained by performing its duties in accordance with the Audit Committee Charter; (h) opinions about other matters that should be notiffiified to general shareholders and investors under the scope of duties and responsibilities assigned by the Board of Directors. 7. In performing the duties as the Audit Committee, if discovering or suspecting of either of the following transactions or acts, which may give signififfiicant effects to the fiffiinancial status and operating results of the Company, the Audit Committee must report it to the Board of Directors for improvements within the reasonable period determined by the Audit Committee: (a) transaction with potential conflffllict of interest; (b) fraud or irregularity or signififfiicant defect in the internal control system; or (c) violation of laws on securities and exchange, requirements of the Stock Exchange of Thailand and any other laws relating to the Company’s business. If the Board or management of the Company fails to make remedies within the established period, one of the Audit Committee members may report such transaction or act to the offififi ce of the Securities and Exchange Commission or the Stock Exchange of Thailand. 8. Support and monitor to ensure that the Company acquires the effiffiicient risk management system. 9. Improve and amend the Audit Committee Charter, and propose such amended charter for the Board of Directors’ approval; 10. Perform other functions assigned by the Board of Directors under the approval of the Audit Committee by virtue of its authority stated in the Articles of incorporation of the Company and other related laws. The period of service for Audit Committee Member is 1 year. An Audit Committee Member who retires from offiffiice due to the expiration of term of service may be re-elected. In case of vacancy in the Audit Committee for reasons other than by the expiration of term of service. The Board of Directors shall elect a fully qualififfiied person to be a substitute member and shall remain in offiffiice only for the term left for the member whom he or she replaces. 36

Participation in the Audit Committee meetings in 2011

In 2011, the Audit Committee held 4 meetings and the participation of each committee member is summarized below. Name Qualififfiications 1. Mr. Khachornsakdi 2. Mr. Amorn 3. Mr. Vichit 4. *Mrs. Chattong

Vanaratseath Asvanunt Tantianunanont Tippayakalin

Accounting Accounting Consumer Products Administration

Attendance of 4 meetings 4/4 4/4 3/4 1/1

*Mrs. Chattong Tippayakalin to be the Audit Committee on August 11, 2011

The Risk Management Committee

The Board of Directors sets up the Risk Management Committee to support its corporate governance in aspect of management of risk of the Company to be more effiffiiciently performed. The Risk Management Committee comprises 7 members as following names; 1. Mr. Vichit Tantianunanont Chairman of the Risk Management Committee 2. Mr. Dan Sornmani Member 3. Mr. Wichar Ldallitsakool Member 4. Mrs. Malee Leelasiriwong Member 5. Mrs. Chailada Tantivejakul Member 6. Mrs. Suree Muennarintr Member 7. Miss Waraporn Kulsawatpakdee Member Secretary to the Risk Management Committee : Miss Sujittra Makanit

Duties and Responsibilities of the Risk Management Committee

1. To formulate the risk management policies and goals, plan and organize the risk management system of the company to allow the system continuity and clarity for further managing any signififfiicant risks, and report such risks to the Board of Directors and the Audit Committee. 2. To support and encourage the cooperation for risk management at all levels in the organization. 3. To ensure that the companyâ&#x20AC;&#x2122;s risks are controlled appropriately and effiffiiciently by placing emphasis on the risk warning system and any other abnormal transactions. 4. Develop the risk management system in the organization to ensure that it is effiffiicient and consistent. 5. To improve and amend the Risk Management Committee Charter and propose it to the Board of Directors for approval. 6. To engage in other actions as assigned by the Board of Directors.

Participation in the Risk Management Committee meetings in 2011

In 2011, the Risk Management Committee held 3 meetings and the participation of each committee member is summarized below. Names Qualififfiications 1. Mr. Vichit Tantianunanont Chairman of the Risk Management Committee 2. Mr. Dan Sornmani Member 3. Mr. Wichar Ldallitsakool Member 4. Mrs. Malee Leelasiriwong Member 5. Mrs. Chailada Tantivejakul Member 6. Mrs. Suree Muennarintr Member 7. Miss Waraporn Kulsawatpakdee Member

Attendance of 3 meetings 3/3 2/3 2/3 3/3 2/3 3/3 2/3

Selection of the Company’s Directors

The Board of Directors screens qualififfiied individuals for nomination to fiffiill vacant posts for subsequent proposal to the shareholders meeting, with the exception of the case where the post became regulations. In the case where the post is that of an independent director, the nominated individual must possess all qualififfiications required by the Equity Market Committee. It is also important to note that minor shareholders also have the right to nominate individuals to be elected as directors. At the shareholders annual general meeting in accordance with the prescribed criteria which can be viewed on the Company website at www.fareastddb.com

Composition and Election

According to the Articles of Association, Chapter 3 ‘The Board of Directors’, No.18 and Charter, the shareholders meeting determines the number of desired directors but not fewer than fiffiive. The individuals to be appointed as directors must not have prohibited characteristics as specififfiied by the law or company regulations, or must not be described as inappropriate or untrustworthy to manage a business the shares of which are held by the public, as per regulations specififfiied by the Securities and Exchange Committee. At least half of all directors must reside in the Kingdom of Thailand. The number of independent directors and Audit Committee must be in accordance with the announcement of the Capital Market Supervisory Board.

Directors with authority to sign on behalf of the Company

The number of directors which has the power to sign on behalf of the Company is; Group A. Mr.Boonchai Chokwatana, Mr.Wasin Teyateeti, Mr.Dan Sornmani, Mrs.Chailada Tantivejakul. Group B. Mrs.Malee Leelasiriwong, Mr.Arthorn Maeknoparat, Mrs.Siriwan Vilassakdanont. any two of Group A. can sign with the Company’s seal or one of Group A. sign with other one of Group B. with the Company’s seal. The Board of Directors may designate the names of the directors who have the power to affiffiix their signatures together with the seal of the Company to be binding on the Company.

Election of Directors through Shareholders’ Meeting and Rights of Minority Shareholders. Rights of Minority Shareholders Shareholders are allowed to propose name list of qualififfiied nominees to the Shareholders’ Meeting. The Company offers an opportunity and right to Shareholders to propose name of person to be selected as the Company’s Director at the Shareholders’ Meeting since December 27, 2010 until January 27, 2011. This right was announced on Stock Exchange of Thailand’s website www.set.or.th and invited all Shareholders on the Company’s website www.fareastddb.com with defiffiinition of Shareholders’ qualification, explanation of rules and procedures of Board of Directors’ consideration. Directorial Election Procedure According to the Article of Association Chapter 3, ‘The Board of Directors’ No.20, the shareholders meeting is to elect directors in accordance with the following criteria and procedure : (1) A shareholder shall have one vote for one share. (2) Each shareholder must exercise all of the votes he or she has under 1, to elect one or several persons to be a director or directors and must not allot his or her votes to any person in any number. (3) The persons having the highest number of votes to the lower number of votes in order shall be elected as the directors equal to the number of directors to be elected by the Shareholders’ Meeting in such election. In case where the number of votes for the candidates in descending order are equal which would otherwise cause the number of directors to be elected by the Shareholders’ Meeting to be exceeded in such election, the Chairman shall have a casting vote. Directorial Term of Service (a) Term Completion Retirement In accordance with Articles of Association Chapter 3 ‘The Board of Directors’ No. 21 and the Company Charter, one-third of the directors have to retire from the post at each annual general meeting. In the case where the number of directors cannot be divided by three, the number of directors to retire is to be closest to one-third. During the fiffiirst two years after the company’s registration, a lottery draw needs to be cast among company directors to identify the one-third directors who have to retire at each annual general meeting. After the fiffiirst two years, the lottery draw is no longer needed as the longest-serving directors are asked to retire. Directors who retire from the post may be re-elected. (b) Non-Term Completion Retirement 1. In accordance with Articles of Association Chapter 3 ‘The Board of Directors’ No. 22 and Charter, directors are to be retired from the post (in a case other than completion of term) under the following circumstances : 1.1. Death 1.2. Resignation 1.3. Lack of required qualififfiications or having a prohibited character as specififfiied by the law or company regulations 1.4. Being described as inappropriate or untrustworthy to manage a business the shares of which are held by the public, as per regulations specifififi ed by the Securities and Exchange Commission 1.5. Removal from offfiifice at the resolution of the shareholders meeting 1.6. Removal by court order Once a post of director becomes vacant due to a reason other than completion of term, and that the remaining term is longer than two months, the Board of Directors is to select a qualififfiied individual who is free of any prohibited characteristics as a replacement at the next Board of Directors meeting. The replacement member is to serve for only the remaining term of the director whom he/she replaces. 2. According to Articles of Association Chapter 3 ‘The Board of Directors’ No. 25 the shareholders meeting may pass a resolution removing any director prematurely with at least three-fourths of the votes of present and eligible shareholders who have in total the number of shares of at least half of the shares held by present and eligible shareholders.

The Company has not ffiifixed the maximum amount of director term as we believe that the ability to manage business and the expertise of each director are not dependent upon their age. Directors can remain in offfiifice for as long as they are committed to their duties as company directors and trusted by the Board of Directors and the shareholders. Ultimately, it is the authority of shareholders to elect individuals as directors to establish policies and act on their behalf.

Directors’ Ratio on behalf of Shareholders’ Representative - None -

Management Remuneration for the year 2011

Remuneration for the Board of Directors: - Directors’ compensation - Directors’ meeting allowance - Audit Committee Meeting allowance - Rick Management Meeting allowance Totalling

Baht Baht Baht Baht Baht

3,250,000.00 402,000.00 165,000.00 12,000.00 3,829,000.00

Audit Directors’ Directors’ meeting Committee Names compensation allowance Meeting (Baht) (Baht) allowance (Baht) 1. Mr. Boonchai 2. Mr. Wasin 3. Mr. Dan 4. Mr. Rudiger 5. Mrs. Siriwan 6. Mrs. Malee 7. Mrs. Chailada 8. Mr. Khachornsakdi 9. Mr. Amorn 10. 10. Mr. Vichit 11. Mr. Sorchote 12. Mr. Arthorn 13. Mrs. Chattong Total

Chokwatana Teyateeti Sornmani Reinecke Vilassakdanont Leelasiriwong Tantivejakul Vanaratseath Asvanunt Tantianunanont Ambhanwong Maeknoparat Tippayakalin

450,000.00 300,000.00 450,000.00 150,000.00 150,000.00 300,000.00 300,000.00 300,000.00 300,000.00 300,000.00 150,000.00 100,000.00 - 3,250,000.00

43,000.00 24,000.00 24,000.00 13,000.00 39,000.00 43,000.00 38,000.00 29,000.00 24,000.00 38,000.00 34,000.00 38,000.00 15,000.00 402,000.00

Rick Management Meeting allowance (Baht)

55,000.00 55,000.00 40,000.00

12,000.00

15,000.00 165,000.00

12,000.00

Remuneration payment to 9 Executive Board of Directors and Executives is equal to Baht 24,291,021.00 for the year 2011, which is in the form of salaries and bonus.

CORPORATE GOVERNANCE The Board of Directors is well aware of the importance of good corporate governance, the business operation has been therefore adhering to strong implementation in compliance with the code of best practices of a listed company regulated by the Stock Exchange of Thailand with transparency, loyalty, responsibility, competitive competence and legitimacy to all persons concerned in order to deliver maximum profiffiit to the shareholders and the growth of the business. The Company is also committed to conduct its business with Suffiffiiciency Economy concept in order that its business is operated with equilibrium and flffilexibility together with careful, thorough and moral application of knowledge while establishes awareness on ethics, loyalty, perseverance, contribution and wisdom to all executive management and employees to cope with any changes in economics, politics, cultures and societies. The Company entitled the proper conduct of the organization namely good corporate governance, ethical business code of conduct, and employee ethics, which was approved by the Board of Directors on December 26, 2002. All these policies are regularly reviewed to accommodate any changes. The review confiffiirmed the policies’ validity for the current situation, distributed to the Company’s directors, executives, employees and disclosed on the Company website: www.fareastddb.com as code of business practices on its operation. The Company practices along with good corporate governance’s principle for the listed companies with the Stock Exchange of Thailand according to the fiffiifth core principle as follows: SECTION 1 : RIGHTS OF THE SHAREHOLDERS The Board of Directors is aware of the signiffiificance of shareholders’ rights by treating all shareholders for their rights of ownership and invertors equally with acceptable method and standard such as the rights to buy, sell or transfer assets freely, the rights to get benefiffiit and dividend from the Company, to propose meeting agenda in advance, to propose person’s name to be selecting as the Company’s director, the rights to attend shareholders’ meeting, the rights to give proxy to other persons to attend meeting and vote on their behalf, the right to vote for appointing or removing the directors individually, the revision of Memorandum of Association and the Company’s Principle of Association, the rights to vote for appointing and ffiifixing the wage for the Auditor, the rights to opine their opinion and inquire at the shareholders’ meeting and the rights to be informed of suffiffiicient message in time. All shareholders have the rights to vote in accordance with number of shares that one share for one vote and no shares have privilege or violate the other shareholders’ right. Apart from mentioned fundamental rights, the Board of Directors is aware of the signififfiicance of disclosure the information accurately, completely, in time and transparently to shareholders. The disclosed information can befound on Stock Exchange of Thailand’s website www.set.or.th and the Company’s website www.fareastddb.com frequently in order that shareholders will get all information. In 2011 the Company served convenience and encouraged the assertion of shareholders’ right as follows: 1. To disclose resolution of the Board of Directors’ meeting for the arrangement of 2011 general shareholders’ meeting via the publicize system of the Stock Exchange of Thailand since the date of meeting resolution was set. 2. Before the meeting day, the notice of invitation to attend the meeting that included date, time, place of meeting, map of place of meeting as well as meeting’s regulation and agenda would be delivered to the shareholders with completion, suffiffiicient that followed to the laws, regulation of the Stock Exchange of Thailand and the Company’s rules and regulation with enclosure of proxy form and related document for each meeting agenda inclusive of the Company’s rules and regulation in the part that concerns to the shareholders’ meeting for the shareholders to consider more than 7 days in advance before the meeting. Detail of meeting agenda must be suffiffiiciency for making decision to vote in different agenda. It will deffiinfi ite clearly in each agenda that it is the subject for acknowledgment, approval or consideration. There is the sufffiificient and clear agreement of the directors to let the shareholders making their decision to take the rights for voting and it is publicized via the Company’s website www.fareastddb.com 41

30 days in advance before meting in order that the shareholders will receive information with convenience and prompt. It is the same information that the Company will deliver to the shareholders in document form. Also, the announcement to call for attending General Shareholders’ Meting will be published in the Thai daily newspaper for 3-day continuity and 3 days before meeting. Apart from this, the Company has arranged invitation letter to attend the meeting and related documents in English version and publicized it via the Company’s website for the convenience of foreign shareholders. Name of fiffiirst top ten shareholders shall be disclosed on the date of closing the book and put up the transfer of shares before the General Shareholders’ Meeting via the Company’s website. To attend the shareholders’ meeting, the Company has informed detail of evidence documents that are necessary for the shareholders to bring along to show completely for keeping their rights to attend the meeting. The proxy form as per the type fiffiixed by The Ministry of Commerce and list of Independent Directors are enclosed together. In case of each shareholder is unable to attend the meeting, he or she can provide proxy to the Company’s Independent Directors to attend the meeting by using this proxy form on behalf. Shareholders can also download 3 kinds of proxy form A, B and C Type from the Company’s website. 3. On the meeting day, the shareholders are allowed to register 2 hours in advance and the Company will arrange the place with receptionists to welcome ad also the have appropriated numbers of staffs at registered counter. Barcode system is adopted for fast and convenience of the shareholders upon register. Voting ballots are handed out to the shareholders for each agenda. 4. Before General Shareholders’ Meeting begins, the Chairman of meeting will explain the method of voting and counting the votes clearly. Votes are cast openly by barcode system that is adopted for instant ballot counting and vote result and the shareholders can check all detail after the meeting. One share represents one vote and more numbers of vote are resolution except the case of resolution that is defiffiinite to accept 2/3 of total votes belonging to the shareholders who attend the meeting and have the rights to vote. Or with except the case of resolution that is deffiifinite to accept 3/4 of total votes belonging to the shareholders who attend the meeting and have the rights to vote in accordance with the Company’s rules and regulations and the law. At the Annual General Shareholders’ Meeting No, 17 on April 28, 2011 with 9 directors participating; 3 directors were unable to participate because of emergency business. All Committee Chairman, General Manager, Accounting Manager and Mr. Vichai Ruchitanont the auditor served as witnesses for the voting and participated this meeting to answer any concern. 5. During the meeting, Chairman of the meeting will allow all shareholders to inquire any questions by giving enough times for the meeting. The Company arranges the relevant persons who are concerned to each division to give replies under the responsibility of the Company Board’s of Directors to explain and provide information to the shareholders completely. 6. Late attendees shall be entitled to cast their votes on the remaining agenda that still has no resolution and to be counted as part of the quorum from the time they cast their votes. 7. Shareholders who hold their shares at least 12 months continuously shall have the rights to propose agenda or appropriate persons to be nominees for appointing to be the directors upon the general shareholders’ meeting. In 2011 the shareholders had an opportunity to propose on December 27, 2010 - January 27, 2011 to the Company Secretary to review it completely prior to present it to the Nomination Committee/ the Company’s Board to reconsider and this message has been uploaded on the website of the Stock Exchange of Thailand and in detail has also been uploaded on the Company’s website. Neither agenda nor candidates were proposed. 8. After the meeting, the Company shall summarize the meeting report with completion in accordance with the truth as expressed upon the meeting and submit it to the Stock Exchange of Thailand and publicize it via the Company’s website www.fareastddb.com in Thai and English language within 14 days after date of meeting. There shall be show the photos of shareholders’ meeting via the Company’s website inclusive the delivery of meeting report to the Commercial Business Development, the Ministry of Commerce within the time as deffiinfi ed by the law. 9. The Company operates business to achieve effectiveness in order to bring long term progress and stability with appropriate remuneration for all shareholders.

SECTION 2 : TREATING SHAREHOLDERS WITH EQUALITY AND FAIRNESS The Company recognizes the right of shareholders and treats it with equality and fairness to all groups of major, minor or foreign shareholders. They all have their rights to vote in any item as ownership of the Company entirely. All shareholders are assuring that their rights will have protection and be treated as fairness always as follows: Shareholders’ Right with Equality at the Shareholders’ Meeting Before the Meeting - To encourage the principle of good corporate governance shareholders have the rights to propose the topic for considering to add on the meeting’s agenda as well as to nominate name of persons who are qualififfiied in complying with the Company rules and principle of association to be the elected as directors in the same time at general shareholders’ meeting. This information is publicized on the Stock Exchange of Thailand as well as on the Company’s website. The Company will inform the result of consideration with reasons to shareholders to acknowledge in the meeting. In 2011 the Company’s offered an opportunity to shareholders to exercise their rights in advance during December 27, 2010 to January 27, 2011 but no topic was added on the agenda and no names was proposed to be nominee for considering as the director. - An announcement for the meeting shall be published in the daily newspaper for 3 consecutive days prior on the meeting day in accordance with the law. The Company also posted an invitation meeting along with all relevant documents on its website 30 days prior to the meeting. These are the same information that the Company will deliver to the shareholders as documents 10 days prior to the meeting. This information is publicized on the Stock Exchange of Thailand. The Company has plan to extend period of delivery to be longer in the next years for serving convenience to shareholders as much as possible. - Disclosure of sufffiificient and complete information together with opinion of the Board of Directors with no additional or any change of signififfiicant information that didn’t informed the shareholders to acknowledge in advance. Rules and procedure for the shareholders to attend the meeting are informed in the invitation. In case the shareholders are unable to attend the meeting, they can authorize proxy to any person or the Company’s Independent Committee as name list provided to attend the meeting on their behalf. Type B proxy form will be attached and sent to the shareholders or it can be downloaded with the other types as appropriated from the Company’s website. On the Meeting Day - The shareholders can register with barcode system 2 hours in advance before meeting though the register period is over, those shareholders are allowed to register and attend the shareholders’ meeting with entire rights. - The arrangement for the shareholders’ meeting will be transparent and efffiificient. The Company’s Chairman will inform meeting rules, procedure and method to exercise the votes to the shareholders before meeting begins. These are in accordance with the Company’s Principle of Association and relevant law. The consideration and vote will follow the items on agenda accordingly. There is consideration and vote for electing the director individually as well as to consider for remuneration of the directors including the appointment of the Auditor with approval of Audit’s Fee and other agendas as stated on the invitation. - The votes are cast openly. Ballots are handed out to the shareholders for each agenda. Only votes that are against and/or null are counted such votes would be deducted from all votes. In the case of a director election where ballot cards are given to all participants for the voting of individual directors, the votes would be counted by having the Auditor to be witness. Voting cards of each agenda would be safely kept in the Company and could be audited. During the meeting, apart from relevant documents, the Company will present all information through slide presentation for the convenience of the shareholders.

- In case the shareholders are unable to attend the meeting, they can authorize proxy to any person or the Company’s Independent Committee as name list provided to attend the meeting on their behalf. Type B proxy form will be attached and sent to the shareholders or it can be downloaded with the other types which are Type A, Type B and Type C from the Company’s website www.fareastddb.com - The Chairman, Managing Director, all Committee’s Chairman place importance on attending the meeting for give explanation and reply to all inquiries.The Chairman will introduce Directors and Executives inclusive of all concerned persons who attend the meeting. The shareholders are allowed to inquire the matters that related to the meeting or the Company’s business with sufffiificient information. After the Meeting - The meeting will be accurately and completely recorded with signififfiicant information such as the meeting resolution and result of the votes counted on each item of the agenda, including pro, con and abstentions. Clear and relevant answers are to be offered to every question. A report is to be sent to the Stock Exchange of Thailand within 14 days after the day of the meeting and it will also be posted on the Company’s website in Thai and English in order that the shareholders may not have to wait until the next meeting to obtain the information that are kept with system for audit and reference. Furthermore, the Company recorded the meeting with the type of photos. The Company’s Board of Directors will take comments and suggestion getting from the meeting at evaluates performance of meeting arrangement to consider and seek the guideline to adjust / improve for the development of meeting in continuity. - After the general shareholder’s meeting, the Company will inform the meeting’s resolution through the news network system of the Stock Exchange of Thailand within 1 day and inform detail of dividend payment to all shareholders with equal rate. Regulated the Use of Inside Information - The Company has measurement to protect incorrect usage of inside information as clearly written in the employee’ ethics. The Directors, the Executives all Employees and concerned persons who are spouse and minor children inclusive of the staffs who are in charge of inside information’s acknowledgement will use its signififfiicance to change the price of the Company’s securities that are not disclose to the public for buying or selling the Company’s securities especially during one month prior to the Financial Statement’s disclosure. To protect the misuse of inside information that may affect the right- abuse of all shareholders. - Annual meeting schedule for the Board of Directors will be set in advance and be informed in advance in order that they will acknowledge the period that should not buy or sell the Company’s securities. In 2011 the Company’s Board and the Executives strictly practiced along with this policy, therefore no sell or buy of Company’s securities during prohibited period. - The Company’s Directors and the Executives have duties to report the change of the Company’s securities holding to the Stock Exchange of Thailand as stated on Item 59 of Articles of Securities and the Stock Exchange of Thailand and set this report of securities holding by Directors and Executives inclusive of their spouse as fiffiixed agenda at the meeting of the Board of Directors. - Defiffiine the practice to keep and protect the use of inside information as written guideline for informing this policy to everyone in the organization to practice and to monitor its result of regularity. - In case of having Related Items, stakeholders’ information, items’ value, Independent Committee’s opinion and other necessary information of Directors and Executives as well as related persons must be disclosed. - There is a clear measurement not to allow the Directors and Executives who are stakeholders or concern to be involved in the considering process on activity done with the Company to attend for considering or making resolution on that matter. In order that such consideration will be fair and give utmost benefiffiit to the shareholders.

- The Directors and Executives in senior position are defiffiinite to report their and related group’s stakeholders to the Company’s Secretary to make duplicate copy to propose to the Chairman and Chairman of the Audit Committee in accordance with the Act of Securities and the Stock Exchange of Thailand. Any time of change needs to be reported. SECTION 3 : ROLE OF THE STAKEHOLDERS The Company operated its business with responsibility towards all stakeholders for mutual benefiffiit by commencing the practice of corporate governance to ensure the rights of all stakeholders to be treat equality. The stakeholders comprise of shareholders, employees, customers, trade partners, competitors, creditors, government and other related sectors including the community, environment and society which will be treated under the principle policy of good corporate governance, business and employee’ ethics in writing. Treat to the various stakeholders of the Company Shareholders : In addition to the basic right to advices received by the shareholders speciffiified in the law and regulation of the Company, it also operates a policy of business with honesty, without other beneffiifit that might otherwise come from the unfaithful operations. Operations with accurate, transparent bring pride to work with good performance, continued growth and stability, potential competitive, as well as causing the maximum value for the shareholders in the long term. Employees : The Company recognizes the importance of employees is considered a very valuable resource and as a key factor to organizational success. The Company takes good care for every employee equally, operating the career path system to promote employee’s self-development, advocating and competency strengthening of knowledge and capability for all employees. Create an atmosphere within the organization as a learning organization and working together as a team. Enhance opportunity to all employees in training, working skills as well as showing team and self’s ability to perform the employee’s career stability and potential progressive while the Company considered fair compensation which is appropriated base on the knowledge, ability, responsibility, commitment and employee’s performance as well as providing support and development to the potential employees in leadership under the succession plan. In addition, the Company allows employees to participate in reviews the business operation which is the personal development of capabilities to support policy to the further business expansion. The Company manage the care of working environment of employees to a secure life, health and employee’s asset base on the standard of Biological safety, health and environment and enhance the employee to participate in taking care of the Company’s environment. The Company has reviewed the safety of the workplace on a regular basis, providing 24 hour security guards, Install alarm systems in buildings, tools and various safety equipments to Employees. The Company provides retirement pension benefiffiits to employees after retirement schedule more than the compensation specified in the Labor Act for employees who worked over 20 years. It also prepared a group accident insurance for all employees to prevent the risks and relief the loss to the employees and their family members supplemented. This is supplemented by a list of member social security fund as normal. The Company also engages the other welfare for the staffs as follows: Well versed in Knowledge Human resources is the heart of the advertising business. Through 2011, the company continuously emphasizes the importance of human resource development by offering opportunities for employees to improve work-related skills by arranging internal seminars, inviting knowledgeable guest speakers and sending employees to attend seminar with the specialists.

Internal training: - ROI : The strategy to understand the Client’s brief. - Brand Ladder : The strategy to communicate and strengthen brand. - Young Blood Workshop : Training Workshop for the Company’s journalism students and interns to understand and learn the advertising theory and practices. - Service Quality Mindsets : To enhance service skills. - Getting to know basic accounting : Basic accounting knowledge. - Ad that Work : Tips on how to win the advertising campaign competition. External Training by the experts : - BAD Workshop “The Creative Supplements’, organized by the Bangkok Art Director’s Association. - ADFEST 2011 : sending creatives to attend seminars and Asia Pacific Advertising Festival held in Phuket. - MAT Awards : sending Account management staffs to attend the annual seminar of the Marketing Association of Thailand. - ADMAN Awards : sending staff to attend ‘Seize the Change’ Symposium and Awards announcement organized by the Advertising Association of Thailand. - Talent Management Meeting : sending high-level executives abroad to enhance the skills and knowledge of developing Talent Management and human resources at DDB Hong Kong. - Sending high-level staff to attend “DDB Health” workshop to enhance the skills and knowledge of providing services to clients in Health product category. - Sending the strategic planner to attend regional workshop in Hong Kong to learn the skills how to write the marketing case effectively . - Training course to enhance employees’ knowledge such as seminar on new issue of Standard Accounting - Library and reading corners for employees. - Extend internal communication with Intranet via the Company’s webbord. Cost of Living Support - Social Security - Annual Bonus, Retirement Fund - Grant to disasters relief - Grant to pass-away employees - Grant to pass-away employees’ parents or spouse - Cost of expense for traveling, gasoline - Uniforms of company’s messenger - Scholarship or employees’ children from Dr.Thiam Chokwatana Foundation Leisure and Health Welfare - Other traditional activities such as New Year’s party - Encourage employees to have vaccine against inffilfluenza Customers : The Company operates with honesty and fairness and provides accurate information to customers. Customers’ complaints are taken into account and consideration to promptly serve the needs of customers and to develop products and services to satisfy the customers.

Business Partners : The Company deals business with its partners via equalization and honest by emphasizing on the maximized benefiffiit of the Company along with fundamental of fair return for both parties and these agreed contracts and conditions shall be practiced strictly. The circumstance that may causes conffilflict of interest shall be avoid to be happened by having a discussion to solve problem complying with fundamental of business relationship and deal with corporate contract for goods’ delivery in accordance with proper quality and punctual time as agreed. Trade Competition : The Company deals business according to the rules of competition’s framework with honest and fair very strictly under the law and has no policy to take advantage on trade competition in the way that against the law. The Company bears of its trade competition that it is the factor to be push up to keep developing the products and services to be better. During the passing periods, the Company has never had any conffllflict that concerned to the trade competition. Creditors : The Company keeps on practicing its operation in accordance with trading condition, loan condition and the duty to treat to creditors with honest in order to build up the trustiness and reliability among each other. Labor : The Company cares and protects the human rights into business not to be involved with the infringement of others, un-exploit workers and non-illegal workers. Society community and environment : The Company conducts business with the responsibility of all parties involved, encouraging employees and concerned people in practice good citizenship and charitable service to the community and society, as well as employees’ participation in creativity service activities. Our Company continues the policy to support any activities that are benefiffiicial to the community and society. Poor schools in up-country were still our focus, which was actually the follow-ffiiup project for the fiffiifth year. In 2011, we provide support for Wat Mai Siew School, a poor small school in Pak Thong Chai district, Nakornratchasima. Initially, the school has planned to improve an old school building that mostly damaged from last year’s flffllooding. It also lacks of a canteen for the students with the limitation fiffiinancial support from the government as a very small school. We found from the survey that the school is in the heart of the community surrounded by small temples and villages, people in this society still strongly interdependent with others like Thai community in the past. The school is the center of every activity in this community. Helping this school as like helping the community. We provide 200,000 baht budget, also with additional donations and supporting from our employees like every year, to develop the multi-purpose building and improve its old school building so that they can use them for the beneffiit of the community. The company raising awareness to employees to reduce waste both within and outside the offfiifice by reduction of material that may cause pollution or waste balance to the natural environment, campaigning staffs to reduce energy consumption by taking the stairs instead of elevators and air closed off during lunch time. Decrease the use of paper and promote the use of reused paper. Government : The Company has fully paid the correct tax period required by the law as the corporate tax; value added tax, specififfiic business tax, withholding tax, property tax, signboard tax, customs duty, revenue stamp including the government tariffs related to the business operation. Channels of participation of Stakeholders : Shareholders and other stakeholders are able to inform a clue or provide information of the signififfiicant issue about the accuracy for fiffiinancial report, internal control defiffiiciency, or illegal and unethical practice. It can communicate through the Company’s Secretary to the direct line no. 0-2354-3549 or by email address suree@fareastddb.com The Company’s Secretary is responsible for the information and documents, submitting the specififfiic issue to the relevant person and report to the Board of Directors. In this respect the whereabouts or the complaint will be protected and preserved the right to protect the confiffiidentiality of the best.

SECTION 4 : DISCLOSURE AND TRANSPARENCY The Company recognizes the importance of accurate fiffiinancial information disclosure on time in compliance with the standard accounting principles, including non-ffiifinancial information, to be disclosed with transparency and in completion under law and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, and other government units concerned. The Company also constantly monitors and updates such regulations for investors’ conffiifidence on the Company’s business conduct while adds on beneffiifits to the shareholders. Interested persons may access such information on various channels such as the annual report, the annual statements (Form 56-1), the website of the Stock Exchange of Thailand www.set.or.th, and the Company’s website www.fareastddb.com. Any shareholders or investors shall query any concerned issues at the Company’s investor relations by calling our director, Mrs. Chailada Tuntivejakul, at tel. 0-2354-3333, fax. 0-2644-9550, or email address: Chailada@fareastddb.com. The Company has a policy for any transaction which may fall under conffilflicts of interest which the audit committee shall participle and recommend on such related transaction. The director who has conffllflicts of interest on such transaction does not participate or vote on that agenda in order to let other directors fairly vote and make a decision by considering the best beneffiifits of the shareholders. The Company summarizes and discloses the resolution on such transaction by specifying its value, contract, reason, and other information concerned accurately, completely and on time according to the criteria of the Stock Exchange of Thailand, with a full report on the annual report and Form 56-1. The Company constantly follows up, examines, and balances power for ultimate transparency with an internal control system covering management, operation, and fiffiinance audited by the Company’s auditor. The auditor shall audit the Company’s operation according to the conditions required by the Board of Directors in order to prevent problems, suggest practical improvements, fiffiind out the causes, and recommend solutions endorsed by the auditing team, including disclose suffiffiicient information for good corporate governance by reporting directly to the audit committee. The Company discloses its Financial Statement and other information to the public via various channels as complied by the law strictly, completely and timely. Furthermore, the Company also discloses information to express of its’ transparency in operating business as follows: 1. Disclosure of each Committee’s duty such as numbers of the meeting. 2. Disclosure of share holding’s structure and ratio of the Directors and Executives. 3. Disclosure of remuneration’s type, description and paid amount in individual. 4. Disclosure of corporate governance, business and employee’s ethics. 5. Provide the channels that stakeholders are able to inform a clue or provide information of the significant issue about the accuracy for fiffiinancial report, internal control deffiiciency, or illegal and unethical practice. It can communicate through the Company’s Secretary to the direct line no. 0-2354-3549 or by email address suree@fareastddb.com The Company’s Secretary is responsible for the information and documents, submitting the speciffiific issue to the relevant person and report to the Board of Directors. In this respect the whereabouts or the complaint will be protected and preserved the right to protect the conffiifidentiality of the best. Remuneration for the Directors and Executives • Directors’ Remuneration : Although the Company has not appointed a remuneration committee, the remuneration process is ongoing. The members of the Board of Directors collaborate all together to consider the directors’ remuneration basing on the operating results, the approved remuneration rate by the shareholders and the previous year’s remuneration, and shall propose to the shareholders for approval. The remuneration shall be redeemed as meeting fee for the meeting at 5,000.00 Baht for each director per meeting with annual remuneration for all directors. In the ordinary meeting of shareholders No. 17 on April 28, 2011, the shareholders approved 48

totally of no more than six million Baht for the directors’ remuneration and actually paid at 3,829,000.00 Baht, disclosed under the directors’ remuneration in the annual report and Form 56-1. • Executives’ Remuneration : The executives’ remuneration is based on the principles and policies in respect of the operating results and the performance of each management member. SECTION 5 : RESPONSIBILITIES OF THE BOARD 1. Composition of the Company’s Board of Director The Company’s Board of Directors comprised of members who have knowledge, competency that play an important role in deffiifinite the Company’s policy. It cooperates with senior Executives to set short and long term plan of business operation, fiffiinancial policy, risk management, overview of organization inclusive of corporate governance, audit and evaluate the performance of the Company as well as the practice of the Company’s Board of Directors along with the set principles independently. The Company’s Board of Directors is from the election following the resolution of the General Shareholder’s Meeting along with the rules, legal and the Company’s Principle of Association that is appropriate to the Company’s business. The Structure of the Board The Board of Directors is comprised of 12 directors: - Executives Directors 5 persons - Non-Executive Directors 2 persons - Independent Directors 5 persons As the selection committee has not been appointed; the Board of Directors shall select the directors with appropriate capability, knowledgeable, vision, ethics, background, and mentality. The Board of Directors clearly assigned the responsibility of each committee, and appointed the Managing Director, under the Board of Directors, to manage all business operations to meet the Company’s objectives and goals by complying with the policies of the Board of Directors. Authority of the Director Group A. Mr.Boonchai Chokwatana, Mr.Wasin Teyateeti, Mr.Dan Sornmani, Mrs.Chailada Tantivejakul. Group B. Mrs.Malee Leelasiriwong, Mr.Arthorn Maeknoparat, Mrs.Siriwan Vilassakdanont. any two of Group A. can sign with the Company’s seal or one of Group A. sign with other one of Group B. with the Company’s seal. The Board of Directors may designate the names of the directors who have the power to affiffiix their signatures together with the seal of the Company to be binding on the Company. Term of Directors In accordance with the Company’s Article of Association, one-third of the directors have to retire from the past at each annual general meeting. In the case where the number of directors cannot be divided by three, the number of the directors to retire is to be closet to one-third. The longest-serving directors are asked to retire. In case there is no solution of retire, the lottery draw needs to be cast. Directors who retire from the past may be re-elected. Directorial Term of Committee comprising of the Audit Committee and Risk Management Committee is 1 year and upon retirement, they may be re-elected. In the case other than competition of term, the Directors will propose a qualififfiied individual to the Board of Directors’ meeting in accordance with the Article of Association for appointment. The Company has not fiffiixed the maximum period of director term as well believe that the ability to operate business and the expertise of each director is not depended upon age.

The Number of Other Companies Involved by the Directors The Company discloses appropriate detail of each director’s positions in other companies in attachment no. 1 of Form 56-1 and in the Company’s annual report. At present, there are no directors with more than 5 positions in other companies. The Company is conffiifident there is no impact to the Company due to the directors’ commitment and responsibility along with their full participation in the meeting and consistent beneffiificial effort for the Company. Defiffiinition of the Independent Director The qualifififi cations of independent directors are as per the following requirements of the Equity Market Committee. 1. The person must hold no more than one percent of all shares of the Company with which he or she holds the voting right, as well as, its parent company, its subsidiary, its joint venture or a juristic person with a possible conflffllict of interests. The shares held by individuals related to the independent director must also be included. 2. The person must not be or have been a director with involvement in the management of the Company; an employee, a staff member or a consultant with a regular salary; or, an individual with the authority to control the Company, its parent company, its subsidiary, its joint venture, a subsidiary of the same level or a juristic person with a possible conffllflict of interests. There is, however, an exception if the person has not been involved in such circumstances for at least two years prior to the day on which he/she is appointed as an independent director. 3. The person must not be an individual with blood or legal relation - as a father, a mother, a spouse, a sibling or the spouse of a child-to an executive, a major shareholder, an individual with the controlling authority, or an individual who will be nominated as an executive, or an individual with the controlling authority of both the Company or its subsidiaries. 4. The person must not have or have had a business relation with the Company, its parent company, its subsidiary, its joint venture, a subsidiary of the same level or a juristic person with a possible conflffllict of interests in such a manner which may interfere with the free exercise of one’s discretion. Also, the person must not be or have been a major shareholder, a director who is not an independent director or an executive of an entity with business relation with the Company, its parent company, its subsidiary, its joint venture, a subsidiary of the same level or a juristic person with a possible conffilflict of interests. There is, however, an exception if the person has not been involved in such circumstances for at least two years prior to the day on which he/she is appointed as an independent director. The business relations under the above paragraph is inclusive of conventional trading transactions to conduct the business; lease or renting of property; transactions involving assets or service; provision or acceptance of fiffiinancial assistance in the form of granting or acceptance of loans or guarantee; and the use of assets as collateral for loans including other similar acts which result in the petitioning party being obligated to repay the other party for the amount from three percent of the net corporeal assets of the petitioning party or from Twenty Million Baht, whichever is lower. The calculation of such debt obligation is on the basis of calculation of related transaction value, as per the Stock Exchange of Thailand Committee Announcement on the Disclosure of Information and Allowed Practices of Listed Companies Concerning Related Transactions. The determination of debt obligation is inclusive of debt obligation arising during one year prior to the date of business relations with the same individuals. 5. The person must not be or have been an auditor of the Company, its parent company, its subsidiary, its joint venture, a subsidiary of the same level or a juristic person with a possible conflffllict of interests. Also, the person must not be a major shareholder, a director who is not an independent director, an executive or a managing partner of the audit offiffiice to which an auditor of the Company, the parent company, a subsidiary, a joint venture, a subsidiary of the same level or a juristic person with a possible conffllflict of interests belongs. There is, however, an exception if the person has not been involved in such circumstances for at least two years prior to the day on which he/she is appointed as an independent director.

6. The person must not be or have been a professional legal consultant or a fiffiinancial consultant receiving greater than two million baht of fee per year from the Company, its parent company, its subsidiary, its joint venture, a subsidiary of the same level or a juristic person with a possible conffllflict of interests. However, in the case where the professional in question is a juristic person, the person must not be a major shareholder, a director who is not an independent director, an executive or a managing partner of that professional entity. There is, however, an exception if the person has not been involved in such circumstances for at least two years prior to the day on which he/she is appointed as an independent director. 7. The person must not be a director appointed to represent a company director, a major shareholder or a shareholder who is related to a major shareholder of the Company. 8. The person must not have any other characteristics which render him or her incapable of freely opining on the operation of the Company. In the case where the Equity Market Committee announces a change of qualififfiications of independent directors, the requirements of the Company independent directors will also change accordingly. Following the appointment as an independent director under Paragraphs 1 to 8, the independent director may be assigned by the Board of Directors to make decisions on the business of the Company, its parent company, its subsidiary, its joint venture, a subsidiary of the same level or a juristic person with a possible conffllflict of interests in the manner of a collective decision. Criteria on Recruitment and Selection of an Independent Director The Board of Directors shall consider a recruitment of an independent director in compliance with the regulations and conditions of the Securities and Exchange Commission and the Stock Exchange of Thailand in order to propose to the shareholders in the shareholders’ meeting for their approval. The Company’s secretary The Company has assigned Mrs. Suree Muennarintr as the Company’s secretary to take full responsibility of this position in order to conduct the Company’s business efffiificiently with good corporate governance. The scope of duties and responsibilities of the Company secretary are as follows: (1) preparing and keeping the following documents: (a) a register of directors; (b) a notice calling director meeting, a minute of meeting of the Board of Directors and an annual report of the Company; (c) a notice calling shareholder meeting and a minute of shareholders’ meeting; (2) keeping a report on interest ffiifiled by a director or an executive; (3) performing any other acts as specififfiied in the notification of the Capital Market Supervisory Board. 2. Responsibility of the Board of Directors Leadership and Vision The Board of Directors comprises of members who are knowledgeable, professional, experienced in various fiffiields, specialized to beneffiifit the Company, understanding their roles, responsible, leadership-oriented, visionary, independent, encouraged to make decisions, and goal-oriented to conduct the business to meet the Company’s objectives to drive the maximum returns to the Company and the shareholders. The mission, goal, strategies, operation plan, and annual budget are planned and managed in order to meet its objectives according to its code of business conduct. The Board of Directors comprises of at least fiffiive persons (according to the law of public company limited) and the qualififfiication of each director must start as being a regular person and 1. An individual of juristic age 2. Must not be bankrupt, incompetent or quasi-incompetent 3. Must never be imprisoned by a fiffiinal verdict in connection with a fraudulent Act 4. Must never be handed punishment or removed from an organization or a government offiffiice, in connection with a fraudulent act 51

The Board of Directors continually follows up the performance results and assigns the management to report its operation results and securities possession of every director and executive in every Board of Directors’ meeting. Combination or separation of positions The Chairman of the Board of Directors and Chairman of the Executive Board be the same person. However, charter of all committees have been assigned authority and responsibility of the directors are clearly. As well as, the company’s independent directors as of one-third of the Board of Directors, are qualififfiied member, they are free to verify the balance of authority. The meeting of the Board of Director , directors can act freely in the meeting. Such as, in the case of matters that the Chairman has an interest in the president as CEO should not attend the meeting on such matter and the director who has no interest in acting the chairman of the meeting interim. Report of the Interest of Directors and Executives and Related Group The Company provides the report of the Interest of Directors and Executives or of the Related Persons for the monitorial beneffiifit of its interest of the said group in accordance with the principles and procedure that defiffiined by the Company’s Board of Directors on the part of the Interest of the Company’s Business Management along with new issue of the Offiffiice of Securities Exchange Commission’s rules. Transaction with Possible Conflffllicts of Interest The Company’s Board of Directors has deffiifined well-established guide line to practice with any possible conffllflict of interest between shareholders, directors, exclusives and other persons to have confiffiidence that when engage in transaction with possible conffllflict of interest that is fair and reasonable. The information will be disclosed accurately and entirely with the transparent procedure to approve any transaction that cares for utmost benefiffiit of the Company and along with the instruction and practicing guideline of the Offfiifice of Securities and Exchange Commission and the Stock Exchange of Thailand. At every meeting of the Company’s Board of Directors that there is a consideration on transaction with possible conffllflict of interest against any director, the director who is stakeholder will leave the meeting room with null vote on that agenda in order that the other directors can give opinion freely with the cooperate of the Audit Committee to give opinion freely, too. Internal Control and Risk Management The Board of Directors recognizes the importance of controlling systems in operations, fiffiinance, and code of business conduct by appointing an internal auditor to monitor and control those functions, including the computer system, to make recommendation for the most effective solutions with independence and counterbalance by reporting to the auditor’s management for exchanges of opinions on facts and problems as well as prevention and improvement solutions before reporting to the auditing committee to conduct a meeting to exchange their views on audit and its result regularly. The Board of Directors conducts risk management according to its character, type and category by evaluating the factors, internal and external, to ffiifind a solution to prevent, develop, improve and extend the result of risk management throughout the organization without any impact to its operation. Preventing Conffllflicts of Interest Set the measurement for the prevention of insider impropriety of the directors, executives and employees who are in the organization that acknowledge the information, including spouses and minor children of such persons will not provide the information within the Company to use for personal gain as well as for trading Company’s shares, especially in the period of 1 month before the published fiffiinancial statements to the public. The message should clearly set forth in the Code of Conduct. The Company agrees to report to shareholders of the Company’s Board of Directors, executives or relevant persons for the purpose of monitoring the interest of such person under the rules and procedures prescribed by the Board of Directors, the interest relating to the Company’s management affairs as of the new Securities Act and to consider and approve the transactions that are related transaction, Its provided the interests disclosure of directors, executives and related parties, value of the transaction, independent directors’ opinion as well as other necessary information for the Board of Directors / shareholders can decide for

the beneffiifit of the company as a whole. It also has set guidelines to prevent the directors and executives has an interests or involvement in the process decided to consider the transactions between the Company and those who are interested or involved in it and that related persons who are involved or interested in any matter should not attend the meeting to consider or vote on such matter. Inside Information Usage Control The Company has policy to disclose the information, transparency, Financial Statement and business operation by deffiifinite the principle of practice of fiffiinancial disclosure and other issues that related to business and the Company’s performance with accurate completion that is suffiffiicient to rely and regular timely for the shareholders, investors, security’s analyzers and general people. The Company’s Board of Directors monitors the practice that will follow the deffiifined law and rules that concern with the transparent disclosure of information strictly. In case the Directors or Executives have the change the buy or sale of shares as deffiifined on the deffiifinition of the Offfiifice of Securities and Exchange Commission and the Stock Exchange of Thailand, must to report the information to the unit that is related within time as set. The Directors or Executives have duty to report their hold of securities and disclose their stake and related persons to the Company’s Board of Director for clear and transparency. Inside Information Usage Control is under the duty and responsibility of the Directors, Executives and employees to keep the Company’s information as secret ffiifirmly, especially, the inside information that not yet disclosed to the public or may affect to the business operation or share value. The Directors, Executives and employees will not take advantage on information to seek for their own beneffiifit, for the beneffiifit to buy or sell the Company’s share or give inside information to the others for the benefiffiit to sell the Company’s share or to operate business that compete to the Company or related business. No disclosure the secret of the Company’s business to outsiders. Any prohibited practice that may cause the lost or damage of business opportunity of the Company will take as the practice against the policy of corporate governance, business and employees’ ethics and will be seriously punished on discipline. The Board of Directors’ Meeting The Board of Directors recognizes the importance of the meeting as one of the duties for the directors to participate and make decisions on the Company’s operations. The meeting is always planned in advance throughout the entire year and is regularly held every month. The Company’s secretary sends an invitation letter with an agenda, the minutes of the last meeting, and other documents necessary for the directors’ consideration in advance according to law. The chairman presiding over the meeting shall grant the directors and management free expression on their opinions. The Company’s top executives shall participate the meeting in order to clarify any matter concerned and every director on the Board of Directors shall be able to request further information from those executive management and the Company’s secretary. After the meeting, the company’s secretary records the minutes of meeting, reviewed by the executive committee before certififfiied by the chairman and proposed for endorsement by the directors during the fiffiirst agenda in the next meeting. The directors have the authority to add or correct the minutes of the meeting to be most accurate. The minutes of meeting is systematically kept at the Company along with its attachments for easy access and reference. In 2011, there were nine Board of Directors’ meeting and detail of meeting attendance of the directors is disclosed on the subject of the meeting of each board in 2011. Subcommittees To ensure the operation is transparently and carefully managed and reviewed, the Board of Directors has appointed subcommittees to respond on such issues and report to the Board of Directors. At present, the subcommittees are composed of the audit committee and the risk management committee which are independent and responsible according to the code of business conduct. Development of the Directors and Executives To enhance the practice of the Board of Directors’ duty, the Company has policy to promote all directors and executive.The Company appreciates and supports the directors and executives to higher learning.

The Board of Directors values the participation in development training benefiffiicial to the directors’ performance by attending the Director Accreditation Program (DAP), the Director Certififfiication Program (DCP) courses held by the Thai Institute of Directors Association (IOD), including other short seminars or courses to be held by IOD in the future. The Company also arranges handbook for new directors to study the signififfiicant information, the policies on the code of business conduct, the business ethics, the employee ethics, and other regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. The new directors shall participate in any course held by IOD in order to enhance their profession. Moreover, the Board of Directors has a meeting to share experiences with directors and top management of other organizations both local and overseas. Succession Plan The Board of Directors set the succession plan of the senior position with its guidelines for the preparation of succeeding person to be assigned to alternative jobs in the executive level that shall be based on the future direction of the organization which qualification of the executive will be required to comply with the direction and goals set forth by the Company by generating the junior management at the initial stage for the potential, knowledge, ability and vision to encourage to become senior management to a sequence of step to develop the technical knowledge and learn from practice experience. The Board of Directors and Executive Committee have been monitoring and evaluating the performance of the person who will be promoted to an executive in order to ensure continuity. Policy on Employees’ Development The Company has established a policy on employees’ development in all levels for better knowledge and experience to serve the need of the Company and to develop employees’ capability to take the organization to the next level of success and stability. The Company emphasizes to strengthen employees’ competitive skills to answer the Company’s strategy by recruiting qualififfiied professionals with good attitude and the right qualififfiications to lecture on Job Description to clarify each job position and its operation evaluation while encourages employees to seek further on knowledge and self-developments and conducts seminars, internal and external, as well as stimulates employees for self-learning with a variety-ffiifilled internal library. Report of the Board of Directors The Board of Directors takes responsibility for the ffiifinancial statements of the Company and its subsidiaries, including ones stated in the annual report, and the annual statements (Form 56-1). The fiffiinancial statements shall be based on accepted accounting standards in Thailand under suitable account policy. The Board of Directors is required to carefully consider and make the best assumption in reporting and disclosing suffiffiicient information in the notes section of the ffiifinancial statements. The audit committee consisting of non-executive directors is appointed to be responsible to oversee the effectiveness of the internal control system in order to ensure that fiffiinancial statements are accurate and complete to secure the Company’s assets and to detect any signififfiicant issues vulnerable to the Company’s stability. The comments to this regard are reported by the audit committee and presented in this annual report. The Board of Directors agrees that the Company’s overall internal control system is adequate and appropriate which brings confiffiidence and reliability on the ffiifinancial statements of the Company and its subsidiaries. Investors’ Relations The Board of Directors recognizes the importance of information disclosure both in ffiifinancial segment and general information as well as important data that may affect the shares’ price of the Company. All information is disclosed correctly, completely, reliably, and transparently through the SET’s channels and the Company’s website at www.fareastddb.com. As the result of a few activities, the Company has not set up an investors’ relationship unit except appointing Mrs. Chailada Tuntivejakul, the Director, to provide all information to any investor or person concerned. Mrs. Chailada’s contact telephone number is 0-2354-3333, fax no. 0-2644-9550 or email address: Chailada@fareastddb.com. 54

RESPONSIBILITY FOR USE OF INTERNAL INFORMATION The Company has set policies and procedures for its senior executives in the use of internal information for personal purposes or for securities transaction particularly during one month prior to the disclosure of the fiffiinancial report to the public. The Director must submit his or her copy of the report, when holdings of the Company’s shares are changed to the SET and to the Company’s secretary for submission to the Company’s Committee of the Board of Directors. Employees As of December 31, 2011, the number of employees are 197 persons with staff in key departments are as follows ; - Creative Department 46 persons - Account Management Department 36 persons - Production Department 24 persons - Strategic Planning & Research Department 11 persons For the year 2011 the Company has paid to employees (excluding employees who serve as directors and executives) as 145,844,133.00 Baht compensation as salary, bonus and allowances. In the past year. There are no labor disputes arise.

INTERNAL CONTROLS In the Board of Directors’ Meeting No.173 (2/2012) held on February 28th, 2012, which 3 Audit Committee member attending, the Board assessed the Company’s internal control system by obtaining information from the management. After reviewing ffiifive areas of internal controls, namely: (1) Organization and environment; (2) Risk management; (3) Management performance control; (4) The Information System and Data Communications; and (5) The monitoring and evaluation system, the Board came to the conclusion that the Company had a satisfactory internal control system as follows: 1. Organization and Environment The Company defiffiined its business operation’s goal clearly and could be measured. The authorized structure with clear responsibilities in every managerial level for the effiffiicient management of the Company’s operation and reduce the complexity of work included in the requirements and ethical business conduct to employees. The Company cares for the importance of welfare and safety of the employees, thus Individual Life Insurance Group was included for this matter and improvement in corporate environmental performance to be effective. 2. Risk Management The establishment of risk management can help the Company with risk management system and institutional guidelines for lead in operations in the organization with honest. The management has regularly made assessment of the business risks, both internally and externally. The Company holds meeting with its management and employees on regular basis to communicate the situation and impact of the external risks inflfflluencing the Company’s operations and measures to prevent and handle a risk that approach to the appropriate level and effectively without any effect to the operation of the Company. 3. Management Performance Control The Company has set, in written form, the clear area of fiffiinancial responsibilities and the authorized line of executives in every managerial level. The management shall audit, review and monitor the operating performance of all sectors. The transactions with major shareholders, directors and management require approval from the Board of Directors to ensure no conffllflict of interest in the authorized transactions.

4. The Information System and Data Communications The Company provides up-to-date information system and data communication for supporting the practice within and outside the organization effectively and continuous development. There is the department to collect, analyze and store it in Data Warehouse System of the Company for enhancing effiffiiciency and effectiveness of the management throughout the organization. The working system is included of fiffiinancial account, fiffiinancial statement for the management, purchasing - outsourcing management, commissions, work in process management and human resources management. They all are integrated networking that can control and prevent of problems that caused by mistake. There is an evaluation and monitoring system to be effective and complied with the Company’s policy. Thus, receiving information shall be correct, reliable and fast for assisting the Executives to get information on time. This allows information and knowledge can be decided quickly. The Company has measures to secure hardware, software and database system by using Firewall Program to prevent from hackers and Anti-virus Program. The copies of data back up has been stored in electronic media. 5. Monitoring and Evaluation Systems The Company has a good evaluating and monitoring system to ensure that procedures and internal control activities are effective and respond to change appropriately and timely. It has also taken on the activity of monitoring by leaders to follow up on employees. In addition, the Company has had internal audit team to perform duties independently, and report the auditing results with opinions directly to the Company’s Audit Committee. ANS Audit Company Limited was the auditor of the Company’s fiffiinancial statements for 2011. The auditor reviewed Far East DDB’s ffiifinancial statements, result of operations and cash ffllow as of December 31, 2011 in accordance with generally accepted auditing standards and assessed effectiveness of the Company’s internal controls in relation to such fiffiinancial statements. The auditor reported that there is no significant error in the internal control system which will seriously affect the notes to the fiffiinancial statements.

Human Resources Management The Company is well aware of its employees as significant and valuable assets that successfully drive force behind its success to achieve goals as one of the leading company in excellent services that impress customers with utmost pleasure. The management policies are entirely emphasized on improving and developing skill of employees and the team to gain professional working ability. It begins from basis policy that the employees are given the opportunity to participate with entire working system either in executive management and operation. New concepts and tools are implemented to develop working pattern to be always up-to-date and effective. Plans are set in advance before actually practice and lead to archive goals as targeted. In term of personnel recruitment, the Company selects employees from multi channel’s effective recruitment and to provide an opportunity on selection. Employees’ income benefiffiit structure is appropriately adjusted to meet with labor market. Measures for working performance are applicable with transparency and compensation is awarded fairly and suitable for knowledge, competency, and responsibility. Positioning structure is considered according to employees’ competency by offering progressive opportunity in duty to create leadership and encouragement as well as to drive employees’ working motivation in concrete. The working environment is well improved to ensure the safeguarding of their lives and happiness. Safety, Occupational Health and Working Environment The Company sets policy of safety, occupational health and working environment to comply with Safety Act that is emphasized on building up safety conscious in the job as it is the mission of all employees. The Company has examines and improvement of equipments, the location and buildings, environment including of the appropriate preparation of fiffiire prevention.

Social Welfare The Company realizes the need and benefiffiit of employees. Therefore it provides welfares that support working spirit and encouragement, security in retirement and relief their trouble as follows: 1. Welfare and human resource development - Library for employees. - Training courses that well matching with employees’s individual functional competency in different levels - Extend internal communication with Intranet via the Company’s webbord. 2. Cost of Living Support - Annual bonus allowance - Monetary grant to disasters relief - Uniforms for messenger - Grant to the parents, spouse and child pass-away - Group life insurance 3. Employee’s Family Support - Educational Scholarship from Dr. Thiam Chokwatana Foundation 4. Stable Future Strengthen Support - Retirement fund for all employees - Low interest housing loans in conjunction with the Government Housing Bank 5. Heath Support - Encourage employees to have vaccine - Encourage employees to do exercise 6. Other - Catering staff in the new year - Retirement farewell party

INTER - COMPANY TRANSACTIONS In 2011, inter-company transactions of the Company were mostly advertising related trade account receivables, service incomes, and service fees among the Company, subsidiaries and associated companies. These transactions are considered part of the normal course of business that the Company does with other parties in the industry. Service rates are in accordance with normal practice and are not set up in order to transfer the Company’s benefits to related parties. As described in the notes to fiffiinancial statements No.18. As for other incomes and expenses which are related to assets or services to related parties, the Company has asked the Company’s Board of Directors for approval in the Board of Directors’ Meeting No.163 (1/2011) at January 27th, 2011 as follows: - The details of assets or services in part of Income were approved by Board of Directors to limit to 5,162,000.00 Baht. - Directors who are related person do not attend the meeting and do not vote on the issues. Policy and tendency of excuting inter-company transactions in the future The Company retains its existing policies for business conduct. Therefore, the manner of service-related advertising and other conducted transactions is still in conformity with the general business practice.

Inter-company transactions of the year 2011 Companies Relationship

Rental Income (Baht)

Parking Fee Income (Baht)

Consultancy Fee Income (Baht)

1. Fame Line Co., Ltd

Co-Directors

2,318,400.00

97,200.00

300,000.00

2. Integrated Communication Co., Ltd. (Associated Company)

Co-Directors

1,243,200.00

12,000.00

180,000.00

3. Inter Continental Holding Co., Ltd. (Associated Company)

Co-Directors

48,000.00

4. Pinnacle Travel Co., Ltd.

Co-Directors

60,000.00

5. Chailadadol Co., Ltd.

Co-Directors

36,000.00

6. Image First Co., Ltd. 7. Saha Pathanapibul Plc. Total

Co-Directors Co-Directors

168,000.00 133,388.51 4,006,988.51

35,000.00

109,200.00

515,000.00

Method for setting the price:

Rental Income of immovable assets /Parking Fee Income : use the market price which will depend on the location, condition and the use of assets. Consultancy Fee Income : calculate from cost plus the reasonable profiffiit which depend on the diffiffiiculty and scope of service.

Explanation and Analysis Report Analysis of Results of Operation

In 2011 Far East DDB Public Company Limited and its subsidiaries had total gross profiffiit from services of Baht 380.94 million, an increase of Baht 22.51 million or 6.28 percent from 2010 with net profiffiit of Baht 114.95 million, an increase of Baht 16.56 million or 16.83 percent from 2010.

Total Revenues

Total revenues include revenues from the rendering of services and commissions, dividend income, other incomes and share of profiffiits from investments using the equity method. For the year 2011, the Company and its subsidiaries reported total revenues of Baht 757.78 million, compared with Baht 693.86 million in 2010, or an increase of 9.21 percent from last year. Details are as follows:

Revenue from rendering of services and commissions

Other Incomes

Share of profiffiits from investments using the equity method

Dividend Income

In 2011, the Company and its subsidiaries earned revenues from the rendering of services and commissions amount of Baht 677.53 million compared with Baht 623.77 million in 2010, an increase of Baht 53.76 million or 8.62 percent. It was mainly resulted from higher spending from both new and existing clients during the end of 2011. In 2011, other incomes consisted of cash discount, interest income, rental income and gain on disposal of assets of Baht 56.60 million, an increase from previous year of Baht 6.75 million or 13.54 percent. This resulted from the Company and its subsidiaries received higher cash discount and trade discount from media owners and suppliers, and higher interest income from previous year. In 2011, the Company received a profiffiit share from the investment in subsidiaries of Baht 20.64 million, an increase of Baht 3.08 million or 17.54 percent from 2010. This resulted from the better performance of the subsidiaries. In 2011, the Company earned dividend income of Baht 3.02 million, an increase of Baht 0.33 million or 12.27 percent from 2010.

Total Expenses

Total expenses include cost of services and commissions, and sales and administrative expenses. In 2011, the Company and its subsidiaries reported total expenses of Baht 601.50 million, an increase from 2010 of Baht 36.23 million or 6.41 percent. Details are as follows:

Cost of services and commissions

Sales and administrative expenses

Proffiifit After Tax

The Company and its subsidiaries had cost of rendering services and commissions amount of Baht 296.58 million, an increase of Baht 31.25 million or 11.78 percent from 2010. This resulted from higher revenue from the rendering of service and commissions of the Company and its subsidiaries in year 2011. In 2011, the Company and its subsidiaries had total sales and administrative expenses of Baht 304.92 millions, an increase of Baht 4.98 million or 1.66 percent from 2010. This resulted from the higher personnel expenses including salary and beneffiifits. The Company and its subsidiaries realized a net profiffiit after tax for the year 2011 of Baht 114.95 million, an increase of Baht 16.56 million or 16.83 percent from the previous year. - Net profiffiit attributable to owners of the parent company in 2011 was Baht 112.12 million, an increase of Baht 16.74 million or 17.55 percent from 2010. - Net profiffiit attributable to non-controlling companies in 2011 was Baht 2.83 million, a decrease of Baht 0.18 million or 5.96 percent from 2010.

FINANCIAL POSITION

Assets

Trade Account Receivables

Current Investments

Liabilities

Shareholder’s Equity

The Company and its subsidiaries had total assets at the end of 2011 of Baht 1,216.11 million, an increase of Baht 41.96 million or 3.57 percent from 2010. The assets mainly comprise cash and cash equivalents, trade account receivables and current investments. The Company and its subsidiaries had trade account receivable and other account receivables of Baht 455.28 million, an increase of Baht 26.22 million or 6.11 percent from 2010. It was the result from some of clients of the Company and subsidiaries has increased advertising spendings. The Company and its subsidiaries had current investment at the end of 2011 amount of Baht 273.79 million, an increase of Baht 47.36 million or 20.92 percent from the end of 2010. This resulted from the growth in revenues of the Company and its subsidiaries. The amount has been in forms of time deposits and bills of exchange with leading fiffiinancial institutions, which was Baht 47.10 million or 25.29 percent higher than as of end of 2011. The Company and its subsidiaries had total liabilities at the end of 2011 of Baht 402.02 million, an increase of Baht 18.92 million or 4.94 percent from the end of 2010. The Company and its subsidiaries had total trade account payables amount of Baht 343.52 million, a decrease from the end of 2010 of Baht 29.14 million or 7.82 percent. The main reason for the decrease amount of Baht 15.47 million or 5.14 percent was that the Company used more of internal production facilities instead of hiring third party suppliers which resulted in decrease of account payable to production suppliers. At the same time, account payable to media suppliers were also lower since the Company and subsidiaries had managed to make advanced payment to media in order to get cash discount. Other account payables which include accrued personnel expenses were Baht 18.37 million baht decease or 34.13 percent lower than the end of 2010. The Company and its subsidiaries had non-current liabilities at the end 2011 Baht 39.68 million, the amount was an increase from the end of 2010. This resulted from new Thai Accounting Standard (TAS) No.19’s regulation regarding employee benefiffiits, which was effective in 2011. Therefore, the Company and its subsidiaries had to provide estimated employee benefiffiits and report in ffiifinancial statement of 2011. The Company and its subsidiaries had shareholder’s equity at the end 2011 of Baht 814.09 million, an increase from 2010 of Baht 23.04 million or 2.91 percent. This resulted from higher performance of the Company and its subsidiaries. CASH FLOW STATEMENT ANLYSIS The consolidated cash flow statement for the year ended December 31, 2011 is summarized below: (Unit : million Baht) Cash and cash equivalents at December 31, 2010 125.80 Net Change in cash due to - Operating activities 61.72 - nvestment activities (48.80) - Financial activities (60.00) Net Change in cash and cash equivalents (47.08) Cash and Cash equivalents at December 78.72 Cash and cash equivalents decreased 37.42 percent from Baht 125.80 million at the end of 2010 to Baht 78.72 million at the end of 2011. The main reasons for the decrease in cash position were: - Increase in current investment in time deposits and bills of exchange of Baht 47.36 million - Decrease in trade account payables and other account payables of Baht 29.14 million

REPORT OF THE BOARD OF DIRECTORS’ RESPONSIBILITIES FOR THE COMPANY’S FINANCIAL STATEMENTS The Company’s Financial Statements have been compiled in line with the policies of the Board of Directors and in accordance with generally accepted accounting principles. The Company’s accounting records were carefully kept and discretion was applied in the preparation of the Financial Statements to accurately reflffllect the fiffiinancial position and performance of the Company. The Board of Directors recognizes the importance of the quality of the Financial Statements. A review of the ffiifinancial data and suffiffiicient additional information is provided in the Notes to the Financial Statements and the accompanying Explanation and Analysis Report for the beneffiifit of shareholders and investors who seek access to these. To ensure the quality of the Financial Statements an Audit Committee was established, comprising independent and non-executive directors. Their comments are shown in the Audit Committee’s Report included in this Annual Report. The Company’s effiffiicient administrative structure, internal auditing system, and results of the certififfiied auditors have made the Board of Directors confiffiident that the Financial Statements of the Company dated December 31, 2011 show an essentially accurate picture of its fiffiinancial position, performance and cash flffllow, in accordance with generally accepted accounting principles.

( Mr. Boonchai Chokwatana ) Chairman

( Mr. Dan Sornmani ) Managing Director

FINANCIAL STATEMENTS AND AUDITOR’S REPORT FAR EAST DDB PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

Auditorâ&#x20AC;&#x2122;s Report To the Shareholders and the Board of Directors of Far East DDB Public Company Limited: I have audited the consolidated and separate statements of fiffiinancial position as at December 31, 2011 and 2010, and the related consolidated and separate statements of comprehensive income, consolidated and separate statements of change in shareholdersâ&#x20AC;&#x2122; equity and consolidated and separate statements of cash flffllows for the years then ended of Far East DDB Public Company Limited and its subsidiaries, and of Far East DDB Public Company Limited, respectively. The Companyâ&#x20AC;&#x2122;s management is responsible for the correctness and completeness of information presented in these fiffiinancial statements. My responsibility is to express an opinion on these ffiifinancial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance as to whether the fiffiinancial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fiffiinancial statements. An audit also includes assessing the accounting principles used and signififfiicant estimates made by management, as well as evaluating the overall ffiifinancial statements presentation. I believe that my audit provide a reasonable basis for my opinion. In my opinion, the consolidated and separate ffiifinancial statements referred to above present fairly, in all material respects, the consolidation and separate fiffiinancial positions as at December 31, 2011 and 2010 and the consolidation and separate results of operations and consolidation and separate cash flffllows for the years then ended of Far East DDB Public Company Limited and subsidiaries, and of Far East DDB Public Company Limited, respectively, in accordance with generally accepted accounting principles. Without qualifying my opinion on the aforementioned fiffiinancial statements, I draw attention to Note 2 to the fiffiinancial statements. During the year ended December 31, 2011, the Company and its subsidiaries have adopted new and revised Thai Financial Reporting Standards, which are issued by the Federation of Accounting Professions and effective for the fiffiinancial statements for the period beginning on or after January 1, 2011, for the preparation and presentation of these fiffiinancial statements. The consolidated and separate fiffiinancial statements for the year ended December 31, 2010 which have been presented herewith for comparative purposes are newly presented in conformity with the fiffiinancial statements for the year ended December 31, 2011. The Company and its subsidiaries have adjusted obligations incurred from the employee beneffiifits as of January 1, 2011 according to the application of TAS 19 by reflffllecting to the retained earnings as at January 1, 2011.

(Vichai Ruchitanont) Certififfiied Public Accountant Registration Number 4054

ANS Audit Company Limited Bangkok, February 28, 2012 63

FAR EAST DDB PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2011 AND 2010

ASSETS

Notes

Current Assets Cash and cash equivalents 4 Current investments 5 Trade and other receivables - net 6, 18 Unbilled contract revenue Total Current Assets Non-current Assets Pledged deposit at fiffiinancial institution 17.1 Investments in associated companies - net 7 Investments in subsidiary companies - net 8 Other long-term investments - net 9 Property, plant and equipment - net 10 Other non-current assets Total Non-current Assets

Total Assets

Consolidated fiffiinancial statements 2011 2010 78,719,913.94 273,793,155.44 455,284,788.45 1,236,132.57 809,033,990.40

Unit: Baht Separate fiffiinancial statements 2011 2010

125,800,407.18 226,433,391.00 429,060,108.77 3,129,118.73 784,423,025.68

24,661,744.53 53,980,756.70 193,793,155.44 206,433,391.00 339,884,334.06 264,974,652.80 1,181,198.92 2,886,510.27 559,520,432.95 528,275,310.77

5,998,021.00 2,925,500.00 80,050,134.29 75,764,529.59 - - 121,575,642.78 107,170,747.60 199,220,026.10 203,629,943.97 229,612.46 229,612.46 407,073,436.63 389,720,333.62

3,998,021.00 925,500.00 12,063,132.07 12,063,132.07 3,459,400.00 6,059,330.00 121,575,642.78 107,170,747.60 182,565,629.86 182,028,854.15 102,376.64 102,376.64 323,764,202.35 308,349,940.46

1,216,107,427.03 1,174,143,359.30

883,284,635.30

836,625,251.23

The accompanying notes are an integral part ot the ffiinancial statements. fi

FAR EAST DDB PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2011 AND 2010

Consolidated fiffiinancial statements LIABILITIES AND SHAREHOLDERS’ EQUITY Notes 2011 2010

Current Liabilities Trade and other payables 11, 18 Current income tax payables Total Current Liabilities Non-current liabilities Employee beneffiifit obligations 2, 12 Other non-current liabilities 18 Total Non-Current Liabilities Total Liabilities Shareholders’ Equity Share capital Authorized share capital Common stocks 7,500,000 shares, Baht 10 par value Issued and paid-up share capital Common stocks 7,500,000 shares, Baht 10 par value Premium on common stocks Retained earnings Appropriated Legal reserve 13 Unappropriated 14 Other components of shareholders’ equity 2 Total Shareholders’ Equity of the Company

Non-controlling interests Total Shareholders’ Equity Total Liabilities and Shareholders’ Equity

343,518,216.83 372,655,296.76 18,615,281.18 10,234,027.43 362,133,498.01 382,889,324.19 39,676,567.00 - 206,000.00 206,000.00 39,882,567.00 206,000.00 402,016,065.01 383,095,324.19

Unit: Baht Separate ffiifinancial statements 2011 2010 231,642,145.26 233,940,440.49 12,727,920.40 5,723,217.33 244,370,065.66 239,663,657.82 28,632,551.00 495,500.00 495,500.00 29,128,051.00 495,500.00 273,498,116.66 240,159,157.82

75,000,000.00

75,000,000.00 95,000,000.00

7,500,000.00 7,500,000.00 530,405,318.41 521,023,199.66 87,199,514.14 72,561,509.46 795,104,832.55 771,084,709.12 18,986,529.47 19,963,325.99 814,091,362.02 791,048,035.11 1,216,107,427.03 1,174,143,359.30

7,500,000.00 7,500,000.00 345,087,004.50 346,404,583.95 87,199,514.14 72,561,509.46 609,786,518.64 596,466,093.41 - 609,786,518.64 883,284,635.30

- 596,466,093.41 836,625,251.23

The accompanying notes are an integral part ot the ffiinancial statements. fi

FAR EAST DDB PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

Consolidated fiffiinancial statements Notes 2011 2010

3 Revenue from rendering of services and commissions 18 677,525,653.43 623,767,942.43 Cost of services and commissions 16, 18 (296,582,210.78) (265,332,497.23) Gross proffiifit 380,943,442.65 358,435,445.20 Dividend incomes 3,020,081.00 2,689,908.95 Other incomes 15, 18 56,595,793.81 49,848,577.85 Profiffiit before expenses 440,559,317.46 410,973,932.00 Services and administrative expenses 2, 16, 18 (304,916,498.38) (299,941,108.44) Finance cost 18 - (1,952.05) Share of profiffiit of associates 7 20,638,032.70 17,556,308.19 Proffiifit before income tax expense 156,280,851.78 128,587,179.70 Income tax expense (41,328,287.55) (30,194,987.44) Profiffiit for the year 114,952,564.23 98,392,192.26 Other comprehensive income : Gain on remeasuring available-for-sale investments 14,638,004.68 13,598,040.00 Other comprehensive income for the year 14,638,004.68 13,598,040.00 Total comprehensive income for the year 129,590,568.91 111,990,232.26 Proffiifit attributable to Owners of the parent 112,124,249.27 95,384,720.00 Non-controlling interests 2,828,314.96 3,007,472.26 114,952,564.23 98,392,192.26 Total comprehensive income attributable to Owners of the parent Non-controlling interests Earnings per share 3 Profiffiit attributable to owners of the parent (Baht) Weighted average number of ordinary shares (shares)

Unit: Baht Separate ffiifinancial statements 2011 2010 488,623,868.78 424,140,076.77 (209,475,458.99) (165,357,987.38) 279,148,409.79 258,782,089.39 25,774,321.00 24,647,484.95 31,504,255.85 24,214,915.42 336,426,986.64 307,644,489.76 (222,543,687.60) (215,213,267.04) - - 113,883,299.04 92,431,222.72 (28,070,201.49) (17,410,271.25) 85,813,097.55 75,020,951.47 14,638,004.68 14,638,004.68 100,451,102.23

13,598,040.00 13,598,040.00 88,618,991.47

85,813,097.55 - 85,813,097.55

75,020,951.47 75,020,951.47

126,762,253.95 2,828,314.96 129,590,568.91

108,982,760.00 3,007,472.26 111,990,232.26

100,451,102.23 - 100,451,102.23

88,618,991.47 88,618,991.47

14.95 7,500,000

12.72 7,500,000

11.44 7,500,000

10.00 7,500,000

The accompanying notes are an integral part ot the ffiinancial statements. fi

FAR EAST DDB PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES SHAREHOLDER’S EQUITY FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 Consolidated fiffiinancial statements Equity attributable to shareholders’ equity of the Company Other components of Retained earnings shareholders’ equity Share capital Premium on Appropriated Other comprehensive income Notes Issued and paid-up common stocks to legal reserve Unappropriated Available-for-sale investments Total Balance at January 1, 2010 Changes in shareholders’ equity for the year: Dividend Total comprehensive income for the year Increased share capital in subsidiary Balance at December 31, 2010 before adjustment Effects of changes in accounting policies Balance at December 31, 2010 after adjustment Changes in shareholders’ equity for the year: Dividend Total comprehensive income for the year Balance at December 31, 2011

Unit: Baht

Total Non-controlling Shareholders’ interests Equity

75,000,000.00

95,000,000.00 7,500,000.00 463,138,479.66

58,963,469.46 699,601,949.12 18,847,953.73

718,449,902.85

14 2

- - - 75,000,000.00 - 75,000,000.00

- - - - - - 95,000,000.00 7,500,000.00 - - 95,000,000.00 7,500,000.00

- 13,598,040.00 - 72,561,509.46 - 72,561,509.46

(2,162,400.00) 3,007,472.26 270,300.00 19,963,325.99 (1,642,711.48) 18,320,614.51

(39,662,400.00) 111,990,232.26 270,300.00 791,048,035.11 (44,384,842.00) 746,663,193.11

- - 75,000,000.00

- - (60,000,000.00) - - 112,124,249.27 95,000,000.00 7,500,000.00 530,405,318.41

- (60,000,000.00) (2,162,400.00) 14,638,004.68 126,762,253.95 2,828,314.96 87,199,514.14 795,104,832.55 18,986,529.47

(62,162,400.00) 129,590,568.91 814,091,362.02

(37,500,000.00) 95,384,720.00 - 521,023,199.66 (42,742,130.52) 478,281,069.14

(37,500,000.00) 108,982,760.00 - 771,084,709.12 (42,742,130.52) 728,342,578.60

The accompanying notes are an integral part ot the ffiinancial statements. fi

FAR EAST DDB PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 Unit: Baht Separate fiffiinancial statements Other components of Retained earnings shareholders’ equity Total Share capital Premium on Appropriated Other comprehensive income Shareholders’ Notes Issued and paid-up common stocks to legal reserve Unappropriated Available-for-sale investments Equity Balance at January 1, 2010 Changes in shareholders’ equity for the year : Dividend Total comprehensive income for the year Balance at December 31, 2010 before adjustment Effects of changes in accounting policies Balance at December 31, 2010 after adjustment Changes in shareholders’ equity for the year : Dividend Total comprehensive income for the year Balance at December 31, 2011

75,000,000.00 95,000,000.00 7,500,000.00

308,883,632.48

58,963,469.46 545,347,101.94

14 2

- - - - - - 75,000,000.00 95,000,000.00 7,500,000.00 - - - 75,000,000.00 95,000,000.00 7,500,000.00

(37,500,000.00) 75,020,951.47 346,404,583.95 (27,130,677.00) 319,273,906.95

- 13,598,040.00 72,561,509.46 - 72,561,509.46

- - - - - - 75,000,000.00 95,000,000.00 7,500,000.00

(60,000,000.00) 85,813,097.55 345,087,004.50

- (60,000,000.00) 14,638,004.68 100,451,102.23 87,199,514.14 609,786,518.64

(37,500,000.00) 88,618,991.47 596,466,093.41 (27,130,677.00) 569,335,416.41

The accompanying notes are an integral part ot the ffiinancial statements. fi

FAR EAST DDB PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

Cash flffllows from operating activities: Proffiifit before income tax expenses Adjustments to reconcile proffiifit before income tax expense to net cash provided by (used in) operating activities Depreciation Share of profiffiit of associates Estimation of employee beneffiifit obligations Loss on impairment of investment in subsidiary company Loss on impairment of other long-term investment Gain on sales of other long-term investments Gain on disposal of equipment (Gain) loss on exchange rate Dividend income from subsidiary and associated company Dividend income from other long-term investments Finance costs Proffiifit from operations before changes of operating assets and liabilities Change in operating assets (increase) decrease Trade and other receivables Unbilled contract revenue Pledged deposit at fiffiinancial institution Other non-current assets

Unit: Baht Consolidated fiffiinancial statements Separate fiffiinancial statements 2011 2010 2011 2010 156,280,851.78

128,587,179.70

113,883,299.04

92,431,222.72

16,489,947.48 (20,638,032.70) 4,393,485.00 - 233,109.50 - (819,559.17) (92,893.19) - (3,020,081.00) -

21,324,393.13 (17,556,308.19) - - 258,629.75 26,250.00 (203,726.55) 461,613.58 - (2,689,908.95) 1,952.05

10,973,318.74 - 3,167,846.00 2,599,930.00 233,109.50 - (817,756.01) (92,961.66) (22,754,240.00) (3,020,081.00) -

14,159,077.71 258,629.75 (203,868.55) 463,260.49 (21,957,576.00) (2,689,908.95) -

152,826,827.70

130,210,074.52

104,172,464.61

82,460,837.17

(26,187,535.98) 1,892,986.16 (3,072,521.00) -

42,010,616.82 7,875,581.60 9,268,600.00 9,362.42

(74,816,719.60) 1,705,311.35 (3,072,521.00) -

27,577,897.84 7,803,445.34 9,268,600.00 -

The accompanying notes are an integral part ot the ffiinancial statements. fi

FAR EAST DDB PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

Change in operating liabilities increase (decrease) Trade and other payables Payment for employee benefiffiit obligations Cash provided by operating activities Income tax paid Income tax refunded Net cash provided by operating activities

Consolidated fiffiinancial statements 2011 2010 (29,182,479.93) (1,665,972.00) 94,611,304.95 (33,331,158.59) 439,874.28 61,720,020.64

(9,288,321.01) - 180,085,914.35 (25,679,700.85) 1,450,196.58 155,856,410.08

Cash flffllows from investing activities Current investment (increase) decrease (47,359,764.44) (148,732,370.13) Dividend income from subsidiary and associated company 8,916,640.00 8,119,976.00 Dividend income from other long-term investments 3,020,081.00 2,689,908.95 Acquisition of equipment (12,034,696.61) (8,298,871.14) Proceeds on sales of equipment 819,626.17 227,570.09 Acquisition of additional capital shares in subsidiary company - - Acquisitions of other long-term investment - (19,418.40) Dividend payment for non-controlling interests (2,162,400.00) (2,162,400.00) Net cash provided by (used in) investing activities (48,800,513.88) (148,175,604.63) Cash flffllow from fiffiinancing activities Proceeds on short-term loan from related party Repayment on short-term loan from related party Interest paid Capital paid-up Dividend payments Net cash used in fiffiinancing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of the years Cash and cash equivalents at end of the years

Unit: Baht Separate fiffiinancial statements 2011 2010 (2,298,295.23) (1,665,972.00) 24,024,268.13 (21,065,498.42) - 2,958,769.71

12,111,738.52 139,222,518.87 (13,105,047.78) 1,283,242.77 127,400,713.86

12,640,235.56 (129,927,580.04) 22,754,240.00 21,957,576.00 3,020,081.00 2,689,908.95 (11,510,095.45) (5,329,239.62) 817,757.01 227,570.09 - (1,729,700.00) - (19,418.40) - 27,722,218.12 (112,130,883.02)

270,000.00 (270,000.00)

500,000.00 (500,000.00)

- -

- - (60,000,000.00) (60,000,000.00) (47,080,493.24) 125,800,407.18 78,719,913.94

(1,952.05) 270,300.00 (37,500,000.00) (37,231,652.05) (29,550,846.60) 155,351,253.78 125,800,407.18

- - (60,000,000.00) (60,000,000.00) (29,319,012.17) 53,980,756.70 24,661,744.53

(37,500,000.00) (37,500,000.00) (22,230,169.16) 76,210,925.86 53,980,756.70

The accompanying notes are an integral part ot the ffiinancial statements. fi

FAR EAST DDB PUBLIC COMPANY LIMITED AND SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2011 AND 2010 1. GENERAL INFORMATION Far East DDB Public Company Limited (“the Company”) was registered in Thailand in accordance with the provision of the Civil and Commercial Code on February 12, 1964 and converted to be a Public Company on May 12, 1994. Its offififi ce is located at 465/1-467 Sri Ayudhya Road, Thungphayathai, Ratchathewi, Bangkok. The Company’s main businesses are as an advertising agent or broker, and in production and advertising related services. Fame Line Company Limited was registered on January 25, 1989. Its main businesses are as an advertising agent or broker, and in production and advertising related services. Rapp Collins (Thailand) Company Limited was registered on March 14, 2003. Its main businesses are as an advertising agent or broker, and in production and advertising related services. 2. BASIS OF FINANCIAL STATEMENTS PRESENTATION AND CONSOLIDATED FINANCIAL STATEMENT PRESENTATION The accompanying ffi ifi nancial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) in conformity with generally accepted accounting principles in Thailand. The presentation of the ffi ifi nancial statements has been made in compliance with the stipulations of the Notification of the Department of Business Development dated September 28, 2011, issued under the Accounting Act B.E. 2543. The accompanying ffiifinancial statements have been prepared in the Thai language and expressed in Thai Baht. Such fiffiinancial statements have been prepared for domestic reporting purposes. For the convenience of the readers not conversant with the Thai language, an English version of the fiffiinancial statements has been provided by translating from the Thai version of the fiffiinancial statements. The preparation of the fiffiinancial statements in conformity with Thai accounting standard requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying amounts of assets and liabilities that are not readily apparent from other sources. Subsequent actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, and in the period of the revision and future periods, if the revision affects both current and future periods.

The consolidated ffiifinancial statements related to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in the associate. Details of the Company’s subsidiaries were as follows: Subsidiary Business Type Fame Line Company Limited Advertising Agency Rapp Collins (Thailand) Co., Ltd. Advertising Agency

Ownership interest (%) 86.48 52.00

Signififfiicant intercompany transactions and balances between the Company and the subsidiary have been eliminated. Transition to new and revised TFRS During 2010 and 2011, the Federation of Accounting Professions (“FAP”) has issued Notifififi cations, mandating the use of new and revised Thai Accounting Standards (“TAS”), Thai Financial Reporting Standards (“TFRS”), Thai Financial Reporting Interpretation (“TFR”), Thai Auditing Standards Interpretation (“TI”) and announcements which are effective for the ffi ifi nancial statements for the period beginning on or after January 1, 2011 as follows:

TAS/TFRS/TFRI/TI/FAP’s Announcements TAS 1 (revised 2009) TAS 2 (revised 2009) TAS 7 (revised 2009) TAS 8 (revised 2009) TAS 10 (revised 2009) TAS 11 (revised 2009) TAS 16 (revised 2009) TAS 17 (revised 2009) TAS 18 (revised 2009) TAS 19 TAS 23 (revised 2009) TAS 24 (revised 2009) TAS 26 TAS 27 (revised 2009) TAS 28 (revised 2009) TAS 29 TAS 31 (revised 2009)

Topic Presentation of Financial Statements Inventories Statement of Cash Flows Accounting Policies, Changes in Accounting Estimates and Errors Events After the Reporting Period Construction Contracts Property, Plant and Equipment Leases Revenue Employee Beneffiifits Borrowing Costs Related Party Disclosures Accounting and Reporting by Retirement Beneffiifit Plans Consolidated and Separate Financial Statements Investments in Associates Financial Reporting in Hyperinflationary Economies Interests in Joint Ventures

TAS/TFRS/TFRI/TI/FAP’s Announcements

Topic

TAS 33 (revised 2009) TAS 34 (revised 2009) TAS 36 (revised 2009) TAS 37 (revised 2009) TAS 38 (revised 2009) TAS 40 (revised 2009) TFRS 2 TFRS 3 (revised 2009) TFRS 5 (revised 2009) TFRS 6 TFRI 15 TI 31 FAP’s announcement No. 16/2011 FAP’s announcement No. 17/2011 FAP’s announcement No. 18/2011 FAP’s announcement No. 19/2011

Earnings per Share Interim Financial Reporting Impairment of Assets Provisions, Contingent Liabilities and Contingent Assets Intangible Assets Investment Property Share - Based Payments Business Combinations Non-current Assets Held for Sale and Discontinued Operations Exploration for and Evaluation of Mineral Resources Agreements for the Construction of Real Estate Revenue - Barter Transactions Involving Advertising Services Disclosure Guidance on Related Party Transactions with Government Transitional Procedures for Other Long-term Employee Benefiffiits Accounting Guidance on Revaluation of Assets Accounting Guidance for Condominiums

As a result of the changes, the consolidated and separate fiffiinancial statements for the year ended December 31, 2010 which have been presented herewith for comparative purposes, are newly presented in conformity with the presentation of the fiffiinancial statements for the year ended December 31, 2011 and affects on the Group’s overall fiffiinancial positions and fiffiinancial performance are as follows:

TAS 1 (revised 2009) - Presentation of Financial Statements Under the revised standard, a set of ffiifinancial statements comprises of: • Statement of fiffiinancial position; • Statement of comprehensive income; • Statement of changes in shareholders’ equity; • Statement of cash flffllows; and • Notes to the fiffiinancial statements

As a result, the Group presents all owner changes in shareholders’ equity in the statement of changes in shareholders’ equity and all non-owner changes in shareholders’ equity in the statement of comprehensive income. Previously, all such changes were included in the statement of changes in shareholders’ equity. 73

Comparative information has been re-presented so that it also is in conformity with the revised standard. Since the change impacts presentation aspects, there is no impact on reported profififi t (loss) or earnings (loss) per share. TAS 19 - Employee Beneffiifits The management the Group has assigned an independent actuary to determine the obligations incurred from the employee beneffiifits as at January 1, 2011, for post-employment benefiffiits is the amount of Baht 42.74 million in the consolidated fiffiinancial statements and Baht 27.13 million in the separate fiffiinancial statements which applied a transitional provision that such obligations is recognized and accounted for immediately in retained earnings at the transition date. The effect of such change is summarized as follows: Unit: Baht Consolidated Separate fi ffiinancial statements ffiinancial statements The Statement of fiffiinancial position as at January 1, 2011 Asset Decrease in investments - using the equity method (7,435,788.00) - Liabilities and Shareholders’ Equity Increase in employee beneffiifit obligations 36,949,054.00 27,130,677.00 Decrease in retained earnings (42,742,130.52) (27,130,677.00) Decrease in non-controlling interests (1,642,711.48) - During 2011, the Federation of Accounting Professions (“FAP”) has issued new and revised Thai Accounting Standards (“TAS”), Thai Accounting Standards Interpretations (“TI”) which are effective for the fiffiinancial statements for the period beginning on or after January 1, 2013 as follows:

TAS/TI

Topic

TAS 12 TAS 20 (revised 2009) TAS 21 (revised 2009) TI 10 TI 21 TI 25

Income Taxes Accounting for Government Grants and Disclosures of Government Assistance The Effects of Changes in Foreign Exchange Rate Government Assistance - No Specififfiic Relation to Operating Activities Income Taxes - Recovery of Revalued Non-Depreciable Assets Income Taxes - Changes in the Tax Status of an Enterprise or its Shareholders

The management of the Group is assessing the impacts of these standards and interpretations on the ffiifinancial statements for the year in which they are initially applied.

Reclassififfiication of accounts The fiffiinancial statements for the year 2010, had been reclassiffiified to conform to the presentation in the present ffiifinancial statements as follows:

2010 Unit: Thousand Baht Consolidated fiffiinancial statement Separate ffiifinancial statement Before After Before After Reclassififfiication Reclassififfiication Reclassififfiication Reclassififfiication Reclassififfiication Reclassififfiication

Statement of fiffiinancial position Trade and other receivables 415,208 Other current assets 13,852 Trade and other payables (301,199) Current income tax payables - Other current liabilities (81,690) Statement of comprehensive income Services and administrative expenses (271,318) Management compensation (28,623) Statement of cash flffllow Trade and other receivables 49,915 Other current assets (7,905) Trade and other payables (13,934) Other current liabilities 4,646

13,852 (13,852) (71,456) (10,234) 81,690

429,060 - (372,655) (10,234) -

256,764 8,211 (179,914) - (59,750)

8,211 264,975 (8,211) (54,027) (233,941) (5,723) (5,723) 59,750 -

(28,623) 28,623

(299,941) -

(189,123) (26,090)

(26,090) (215,213) 26,090 -

(7,905) 7,905 4,646 (4,646)

42,010 - (9,288) -

32,192 (4,614) 3,200 8,911

(4,614) 4,614 8,911 (8,911)

27,578 12,111 -

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenues and Expenses Recognition Revenues and costs from the rendering of services in advertising agent or broker are recognized on an accrual basis. Revenues and costs from the rendering of services in production are recognized by reference to the stage of completion. Discount received are recognized on a cash basis. Other incomes and expenses are accounted on an accrual basis.

Current Investments Current investments comprise of fiffiixed deposits at fiffiinancial institutions and marketable equity securities. Current investments in marketable equity securities, which are classffiiified as trading securities, are stated at fair value. The fair value of investments in unit funds is computed by using the net asset value of the units fund at the end of the year. The revaluations of trading securities are accounted for as the net unrealized gains or losses in the statement of comprehensive income. Current investments disposed are computed by the weighted average method. Trade and other Receivables Trade and other receivables are stated at cost net of allowance for doubtful accounts. Allowance for doubtful accounts is an estimate of those amounts which may prove to be uncollectible based on a review of the current status of existing accounts receivables. Unbilled Contract Revenue Unbilled contract revenue, representing unbilled cost of rendering of services, is stated at cost. Investments - in subsidiaries and associated companies Investments in subsidiaries and associated companies in the separate fiffiinancial statements are accounted for by using the cost method net from impairment of investments. Investments in associated companies in the consolidated ffiifinancial statements are accounted for by using the equity method. Other Long-term Investments Long-term investments comprise of marketable equity securities, non-marketable equity securities and held-to-maturity debt securities. Long-term investments in marketable equity securities, which are classififfiied as available-for-sale securities, are stated at fair value. The revaluations of available-for-sale securities are recognized in other comprehensive income. Available-for-sale securities, which are impaired, are stated at cost less allowance for impairment of investments. Long-term investments in non-marketable equity securities, which are classififfiied as general investment, are stated at cost less allowance for impairment of investments. Long-term investments in debt securities, which are classififfiied as held-to-maturity securities, are stated at amortized cost. Property, Plant and Equipment and Depreciation Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method based on the estimated useful lives of the assets of 20 years for buildings and 5 years for building improvements, equipment and vehicles. No depreciation is provided on the Company and subsidiariesâ&#x20AC;&#x2122; land and construction in progress. Impairment The Company assesses at the end of each year whether there is any indication that an asset may be impaired. If any such indication exists, the Company will estimate the recoverable amount of the asset. 76

If the carrying amount of an asset exceeds its recoverable amount, the Company will recognize the impairment loss as an expense in the statement of comprehensive income. Cash and cash equivalents Cash and cash equivalents comprise cash on hand, cheques in transit and deposits at bank and fiffiixed deposit with maturity period not over than 3 months except for cash at banks held as collateral. Income tax expense Income tax expense for the year is calculated from the profiffiit for the year adjusted by non-deductible expenses or non-taxable income and multiplied by the income tax rate stipulated by the Revenue Code. (The tax rate for the year 2011 is 30% and for the year 2010 is 25%). Employee beneffiifits Short-term benefiffiits The Group recognizes salaries, wages, bonus and social security contribution as expenses on an accrual basis. Post-employment beneffiifits - defiffiined benefiffiit plan The employee beneffiifit obligations in relation to the severance payment under the labor law are recognized as a charge to results of operations over the employeeâ&#x20AC;&#x2122;s service period. It is calculated by the estimation of the amount of future benefiffiit to be earned by the employee in return for the service provided to the Group through the service period up to the retirement age and the amount is discounted to determine the present value. The reference discount rate is the yield rate of government bonds as at the reporting date. The calculation is based on the actuarial technique using the Projected Unit Credit Method. When the actuarial assumptions are changed, the Group recognized actuarial gains or losses in the statement of comprehensive income for the period in which they arise. Basic earnings per share Basic earnings per share are computed by dividing proffiifit for the year by the weighted average number of common shares outstanding during the year. 4. CASH AND CASH EQUIVALENTS Cash and cash equivalents as at December 31, 2011 and 2010 are as follow:

Cash on hand Deposits at banks - current accounts - savings accounts Fixed deposits not over 3 months Total cash and cash equivalents

Unit: Baht Consolidated fiffiinancial statements Separate fiffiinancial statements 2011 2010 2011 2010 99,930.40 144,669.38 45,660.33 86,205.75 940,886.34 (105,615.34) 361,842.73 122,507.84 62,739,477.12 104,357,062.36 15,465,920.47 38,392,092.75 14,939,620.08 21,404,290.78 8,788,321.00 15,379,950.36 78,719,913.94 125,800,407.18 24,661,744.53 53,980,756.70

5. CURRENT INVESTMENTS Current investments as at December 31, 2011 and 2010 consisted of: Unit: Baht Consolidated fiffiinancial statements Separate ffiifinancial statements 2011 2010 2011 2010 Fixed deposits at ffiinfi ancial institutions 40,454,549.97 40,196,399.72 40,454,549.97 40,196,399.72 Bill of exchanges at ffiinfi ancial institutions Maturity date - not over 3 months 178,338,605.47 126,236,991.28 98,338,605.47 106,236,991.28 - over 3 - 5 months 55,000,000.00 60,000,000.00 55,000,000.00 60,000,000.00 Total 273,793,155.44 226,433,391.00 193,793,155.44 206,433,391.00

Interet Rate % per annum 2011 2010 4.20 - 4.35 1.64 - 2.15

2.72 - 3.65 1.38 - 1.90 3.85 - 4.25 2.1

6. TRADE AND OTHER RECEIVABLES - NET Trade and other receivables as at December 31, 2011 and 2010 consisted of : Unit: Baht Consolidated ffiifinancial statements Separate fiffiinancial statements 2011 2010 2011 2010 Trade receivables Trade receivable - Related parties 172,428,536.45 133,715,320.65 129,177,590.54 88,038,918.28 Trade receivable - others 276,968,901.16 290,064,143.43 205,063,589.07 173,703.663.18 Post dated cheques 328,931.08 55,770.00 275,891.08 55,770.00 Total Trade receivables 449,726,368.69 423,835,234.08 334,517,070.69 261,798,351.46 Less Allowance for doubtful accounts (8,627,176.79) (8,627,176.79) (5,034,263.84) (5,034,263.84) Total Trade receivables - net 441,099,191.90 415,208,057.29 329,482,806.85 256,764,087.62 Other receivables : Accrued income 1,293,008.47 331,424.71 1,127,727.38 312,266.48 Prepaid expenses 6,348,967.78 10,697,800.39 4,648,329.08 6,008,212.65 Advances 353,678.15 535,248.97 318,678.15 494,274.09 Others 6,189,942.15 2,287,577.41 4,306,792.60 1,395,811.96 Total other receivables 14,185,596.55 13,852,051.48 10,401,527.21 8,210,565.18 Trade and other receivables - net 455,284,788.45 429,060,108.77 339,884,334.06 264,974,652.80

Trade receivables can be classifififi ed by age analysis as at December 31, 2011 and 2010 as follow:

Unit: Baht Consolidated fiffiinancial statements Separate fiffiinancial statements 2011 2010 2011 2010 Trade receivables - Subsidiaries Current and not over 3 months Trade receivables - Associated companies Current and not over 3 months Trade receivables - Related companies Current and not over 3 months Over 3-12 months Trade receivables - others Current and not over 3 months Over 3-12 months Over 12 months Post dated cheques Total Trade receivables Less Allowance for doubtful accounts Trade receivables - net

822,400.00

95,450.00

4,409,755.43

3,360,542.57

4,409,755.43

3,360,542.57

162,528,638.03 5,490,142.99

130,182,278.08 118,514,292.12 172,500.00 5,431,142.99

84.410,425.71 172,500.00

227,072,271.78 3,009,601.80 46,887,027.58 328,931.08 449,726,368.69 (8,627,176.79) 441,099,191.90

271,767,247.61 9,669,719.03 8,627,175.79 55,770.00 423,835,234.08 (8,627,176.79) 415,208,057.29

165,178,100.87 3,491,298.47 5,034,263.84 55,770.00 261,798,351.46 (5,034,263.84) 256,764,087.62

159,099,502.49 2,848,233.16 43,115,853.42 275,891.08 334,517,070.69 (5,034,263.84) 329,482,806.85

As at December 31, 2011 the trade receivables which are over 12 months amounting to Baht 38.08 million in the consolidated and separate fiffiinancial statement, represented debtors in the government sectors. The Company is in process of following up for the collection. The management of the Company believes that these debtors are fully collectable and the allowance for doubtful accounts as set up in the accounts is adequate.

7. INVESTMENTS IN ASSOCIATED COMPANIES - NET Investments in associated companies - net as at December 31, 2011 and 2010, and dividend income from the investment during the year ended December 31, 2011 and 2010, consisted of: Company Industries Relations

Unit: Thousand Baht Percentage of Unit: Thousand Baht Issued share capital investment (%) Cost method-net Equity method Dividend 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

Consolidated ffiinfi ancial statements Inter Continental Holding Co.,Ltd. Investment Shareholding 8,000 8,000 40.00 40.00 3,200 Integrated Communication Co.,Ltd. Public Relation Shareholding 3,500 3,500 40.00 40.00 1,400 Myanmar Spa-Today-Far East Ltd. Agency Shareholding $83.33 $83.33 30.00 30.00 797 Spa-Today-Far East (Thailand) Co.,Ltd. Agency Shareholding 1,000 1,000 30.00 30.00 - Media Intelligence Co.,Ltd. Agency Shareholding 20,000 20,000 33.33 33.33 6,667 Total 12,064 Separate ffiinfi ancial statements Inter Continental Holding Co.,Ltd. Investment Shareholding 8,000 8,000 40.00 40.00 3,200 Integrated Communication Co.,Ltd. Public Relation Shareholding 3,500 3,500 40.00 40.00 1,400 Myanmar Spa-Today-Far East Ltd. Agency Shareholding $83.33 $83.33 30.00 30.00 797 Spa-Today-Far East (Thailand) Co.,Ltd. Agency Shareholding 1,000 1,000 30.00 30.00 - Media Intelligence Co.,Ltd. Agency Shareholding 20,000 20,000 33.33 33.33 6,667 Total 12,064

3,200 1,400 797 - 6,667 12,064

1,644 13,556 3,517 1,004 60,329 80,050

1,427 14,534 2,711 516 56,576 75,764

- 2,100 - 150 6,667 8,917

1,820 300 6,000 8,120

3,200 1,400 797 - 6,667 12,064

- - - - - -

- 2,100 - 150 6,667 8,917

1,820 300 6,000 8,120

The Company recorded share of proffiitfi s from investments in associated companies for using equity method amounting to Baht 1.33 million and Baht 0.94 million in the consolidated statements of income for the years ended December 31, 2011 and 2010, respectively by using management reports which have not yet been audited or reviewed by an auditor. 8. INVESTMENTS IN SUBSIDIARY COMPANIES - NET Investments in subsidiary companies - net as at December 31, 2011 and 2010, and dividend income from the investment during the year ended December 31, 2011 and 2010, consisted of: Company Industries Relations

Unit: Thousand Baht Percentage of Unit: Thousand Baht Issued share capital investment (%) Cost method-net Equity method Dividend 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

Separate ffi ifi nancial statements Fame Line Co.,Ltd. Agency Shareholding 4,000 4,000 86.48 86.48 Rapp Collins (Thailand) Co., Ltd Agency Shareholding 5,000 5,000 52.00 52.00 รวม

3,459 - 3,459

3,459 2,600 6,059

- - -

- 13,838 13,838 - - - 13,838 13,838

In the year 2011, the Company recorded an impairment loss of investment in Rapp Collins (Thailand) Company Limited amounting to Baht 2.60 million in the separate statement of comprehensive income. The resolution of Fame Line Company Limited’s Ordinary General Shareholders’ Meeting No. 21 on April 29, 2010, approved to increase its registered share capital from Baht 2 million to Baht 10 million, by issuing 80,000 new common shares at Baht 100 per share to existing shareholders. The Company purchased the new common shares, to maintain it’s holding interest for 69,188 shares at Baht 100 par value. The subsidiary company called-up 25% and registered the increase in share capital on May 11, 2010. 80

9. OTHER LONG - TERM INVESTMENTS - NET Other long-term investments as at December 31, 2011 and 2010 consisted of:

Unit: Thousand Baht

2011

2010 Consolidated ffi inancial statement Separate ffi inancial statement Consolidated ffi inancial statement Separate ffi inancial statement Available- for- General Available- for- General Available- for- General Available- for- General sale securities investments Total sale securities investments Total sale securities investments Total sale securities investments Total Marketable equity securities Saha Pathana Inter-Holding Plc. I.C.C. International Plc. Boutique Newcity Plc. The Siam Cement Plc. Saha Pathanapibul Plc. Nation Multimedia Group Plc. Inter Far East Engineering Plc. Nation International Edutainment Plc. Non-marketable equity securities Investments in common stock - Net from impairment of investments of Baht 22.85 mil ion in 2011 and Baht 22.62 mil ion in 2010. Total

32,196 37,935 1,058 939 34,410 1,061 1,544 31

- - - - - - - -

32,196 32,196 37,935 37,935 1,058 1,058 939 939 34,410 34,410 1,061 1,061 1,544 1,544 31 31

- 12,401 109,174 12,401

12,401 - 121,575 109,174

- - - - - - - -

32,196 37,935 1,058 939 34,410 1,061 1,544 31

26,367 34,352 1,058 1,020 28,948 1,368 1,375 48

- - - - - - - -

26,367 34,352 1,058 1,020 28,948 1,368 1,375 48

- 26,367 - 34,352 - 1,058 - 1,020 - 28,948 - 1,368 - 1,375 - 48

12,401 12,401 12,401 121,575

- 94,536

12,634 12,634

12,634 107,170

- 12,634 12,634 94,536 12,634 107,170

As at December 31, 2011 and 2010, the Group had general investments in common stock in 17 companies which represent investments in non-marketable securities, which were presented at cost net from allowance for impairment of these investments. The Company evaluates for the impairment of investment for each fiffiiscal year and records impairment loss in the statement of comprehensive income.

10. PROPERTY, PLANT AND EQUIPMENT- NET Property, plant and equipment as at December 31, 2011 and 2010 consisted of: Unit: Thousands Baht Consolidated fiffiinancial statements Buildings Furniture, and building fiffiixture and Asset under Land improvements offififi ce equipment Vehicles installation At cost As at December 31, 2010 159,185 71,414 73,708 50,426 125 Purchases/transfers in during the year - 4,491 4,976 2,548 402 Disposal/transfers out during the year - - (1,060) (2,100) (337) As at December 31, 2011 159,185 75,905 77,624 50,874 190 Accumulated depreciation As at December 31, 2010 - (55,635) (59,042) (36,551) - Depreciation for the year - (7,584) (5,960) (2,946) - Disposals/transfers out during the year - - 1,060 2,100 - As at December 31, 2011 - (63,219) (63,942) (37,397) - Net book value As at December 31, 2010 159,185 15,779 14,666 13,875 125 As at December 31, 2011 159,185 12,686 13,682 13,477 190

Depreciation for the years ended December 31, shown in the statements of comprehensive income were: Year 2010 Year 2011

Total 354,858 12,417 (3,497) 363,778 (151,228) (16,490) 3,160 (164,558) 203,630 199,220 21,324 16,490

At cost As at December 31, 2010 Purchases/transfers in during the year Disposal/transfers out during the year As at December 31, 2011 Accumulated depreciation As at December 31, 2010 Depreciation for the year Disposals/transfers out during the year As at December 31, 2011 Net book value As at December 31, 2010 As at December 31, 2011

Unit: Thousands Baht Separate fiffiinancial statements Buildings Furniture, and building ffiifixture and Land improvements offififi ce equipment Vehicles

Asset under installation

Total

159,185 - - 159,185

59,697 4,479 - 64,176

55,087 4,418 - 59,505

26,698 2,548 (2,100) 27,146

125 402 (377) 190

300,792 11,847 (2,437) 310,202

- - - -

(51,188) (5,372) - (56,560)

(47,035) (3,751) - (50,786)

(20,540) (1,850) 2,100 (20,290)

- - - -

(118,763) (10,973) 2,100 (127,636)

159,185 159,185

8,509 7,616

8,052 8,719

6,158 6,856

125 190

182,029 182,566

Depreciation for the years ended December 31, shown in the statements of comprehensive income were: Year 2010 Year 2011

The carrying amounts of fully depreciated assets that are still in use are as follows: Unit: Thousand Baht Consolidated fiffiinancial statements Separate ffiifinancial statements Year 2010 95,237 77,776 Year 2011 125,392 106,231

14,159 10,973

11. TRADE AND OTHER PAYABLES Trade and other payables as at December 31, 2011 and 2010 consisted of: Unit: Baht Consolidated fiffiinancial statements Separate fiffiinancial statements 2011 2010 2011 2010 Trade payables Trade payables - related parties 22,620,156.23 21,367,289.23 15,733,725.70 16,186,349.86 Trade payables - others 263,111,448.37 279,831,778.72 173,771,515.70 163,727,774.14 Total trade payables 285,731,604.60 301,199,067.95 189,505,241.40 179,914,124.00 Other payables: Accrued employee beneffiifits 35,464,940.00 53,830,300.00 24,717,514.00 39,477,230.00 Accrued expenses 22,033,390.02 17,173,390.73 17,190,157.11 14,361,788.99 Advertising income received in advance 178,418.75 129,900.00 178,418.75 129,900.00 Others 109,863.46 322,638.08 50,814.00 57,397.50 Total other payables 57,786,612.23 71,456,228.81 42,136,903.86 54,026,316.49 Total trade and other payables 343,518,216.83 372,655,296.76 231,642,145.26 233,940,440.49

12. EMPLOYEE BENEFITS Movement of the present value of employee beneffiitfi s obligations and employee beneffiitfi expenses in the statements of comprehensive income for the year ended December 31, 2011 as follows: Unit: Baht Post-employment beneffiifit plan Consolidated Separate fi fiffiinancial statements fiffiinancial statements Deffiifined benefiffiit obligations at beginning of the year 36,949,054.00 27,130,677.00 Add Employee beneffiifit expenses in the statements of comprehensive income Current service costs 2,654,873.00 1,893,677.00 Cost of interest 1,738,612.00 1,274,169.00 Less Payment for employee benefiffiit obligations (1,665,972.00) (1,665,972.00) Defiffiined beneffiifit obligations at end of the year 39,676,567.00 28,632,551.00

Employee beneffiifits obligations in the statements of fiffiinancial position as at December 31, 2011 consisted of:

Present value of obligations Lass Fair value of plan assets Employee beneffiis obligations - net

Unit: Baht Post-employment beneffiifit plan Consolidated Separate fiffiinancial statements ffiifinancial statements 39,676,567.00 28,632,551.00 - - 39,676,567.00 28,632,551.00

The Group has defiffiined beneffiifits plan in accordance with severance payment under the labor law and other defiffiined beneffiifit plan for the retired employee who has the service period as specified in the plan. The actuarial assumption of discount rate is estimated from weighted average of yield rate of government bonds as at the end of reporting date that reflects the estimated timing of benefiffiit payments. The actuarial assumption of mortality rate for reasonable estimation of probability of retirement in the future is estimated from mortality table for the year 1997 of the Offiffiice of Insurance Commission. The actuarial assumption of future salary increases is estimated from historical statistic of each departments of the Group. The actuarial assumption of proportion of employees opting for early retirement estimate from historical data based on the age of the employee. 13. LEGAL RESERVE The legal reserve of the Company and the subsidiaries was established in accordance with the provision of the Public Company Limited Act, (B.E. 2535) which requires the appropriation as legal reserve of at least 5 % of net income until the reserve reaches 10 % of the authorized share capital. This reserve is not available for dividend distribution. 14. DIVIDEND PAYMENTS The resolutions of the Company’s Ordinary General Shareholders’ Meeting No. 17 held on April 28, 2011, approved a dividend declaration from the result of the Company’s operations for the year 2010 in the amount of Baht 60 million, at Baht 8 per share. The payment date was May 11, 2011. The resolutions of a subsidiary’s Ordinary General Shareholders’ Meeting No. 22 held on April 28, 2011, approved to pay dividends from the result of its operation for the year 2010 in the amount of Baht 16 million, at Baht 400 per share. The dividend payment date was May 23, 2011. The resolutions of the Company’s Ordinary General Shareholders’ Meeting No. 16 held on April 28, 2010, approved a dividend declaration from the result of the Company’s operations for the year 2009 in the amount of Baht 37.50 million, at Baht 5 per share. The payment date was May 27, 2010. The resolutions of a subsidiary’s Ordinary General Shareholders’ Meeting No. 21 held on April 29, 2010, approved to pay dividends from the result of its operation for the year 2009 in the amount of Baht 16 million, at Baht 800 per share. The payment date was May 6, 2010. 85

15. OTHER INCOMES Other incomes included cash discounts resulting from cash management are as follows:

Year 2011 Year 2010

Unit: Thousand Baht Consolidated Separate ffiifinancial statements ffiifinancial statements 46,679 19,529 45,310 16,738

16. EXPENSES BY NATURE Signiffiicant expenses by nature for the year 2011 and 2010 are as follows:

Cost of services and commissions Employee beneffiifits Management compensation Depreciation Other Total

Unit: Thousand Baht Consolidated fiffiinancial statements Separate fiffiinancial statements 2011 2010 2011 2010 296,582 265,332 209,475 165,358 222,990 215,055 154,733 148,239 28,204 28,623 26,564 26,090 16,490 21,324 10,973 14,159 37,233 34,942 30,274 26,725 601,499 565,276 432,019 380,571

17. COMMITMENTS AND CONTINGENT LIABILITIES 17.1 As at December 31, 2011 and 2010, the Company and the subsidiary have contingent liability in relation to letters of guarantee issued by banks amounting to approximately Baht 6.0 million and Baht 2.93 million, respectively. The Company and the subsidiary pledged their 3 month time deposit totaling of Baht 6.0 million and Baht 2.93 million, respectively as collateral for the letters of guarantee. 17.2 As at December 31, 2011 and 2010, the Company has a management services agreement with a related company whereby the latter granted the Company the right in trademark, assistance in business development and client services, and technical assistance involved in customers both nationwide and regionwide. The Company will reciprocate this company by paying an annual fee of Baht 3 million. As at December 31, 2011 and 2010, the Subsidiary had memorandum of understanding for business establishing with related company in oversea which the subsidiary will pay a management fee at the rate of 2% of gross margin (US$ 1,000 in case the profiffiit after tax less than the computed fee) each year. 17.3 As at December 31, 2011 and 2010, the Company had unused overdraft facilities from commercial banks, totaling Baht 12 million, which were guaranteed by a director of the Company in the amount of Baht 10 million and the remaining amount had no collateral and personal guarantee. 17.4 As at December 31, 2011 and 2010, the Company had outstanding forward contract from a commercial bank, USD 200,000 and USD 20,114.43, respectively from totaling USD 200,000 or be equal to. 86

18. RELATED PARTY TRANSACTIONS The Group has certain transactions with its related parties. These companies are related through common shareholdings and/or directorships. A portion of the Companyâ&#x20AC;&#x2122;s assets, liabilities, revenues and expenses arose from transactions with related parties. The effects of these transactions are reflffllected in the accompanying fiffiinancial statement on the basis of market price under normal commercial activities as determined by the companies concerned. As at December 31, 2011 and 2010, the signififfiicant outstanding balances and transactions with related parties can be summarized as follows:

Unit: Thousand Baht Consolidated fiffiinancial statements Separate fiffiinancial statements 2011 2010 2011 2010 Assets Trade receivable Trade receivable - other Liabilities Trade payable Deposit receipts

172,429 81

133,715 72

129,178 539

88,039 116

22,620 194

21,367 194

15,734 484

16,186 484

Unit: Thousand Baht Consolidated fiffiinancial statements Separate fiffiinancial statements 2011 2010 2011 2010 Revenues and expenses Revenue from rendering of services Other incomes Service expenses Consulting fee expenses Management compensation Other expenses Interest expense

209,140 1,916 16,878 600 28,204 - -

213,462 2,010 17,972 600 28,623 54 2

124,136 5,279 10,825 480 26,564 - -

115,342 5,254 11,221 480 26,090 -

19. FINANCIAL INFORMATION BY SEGMENT The Group has operated only as a domestic advertising agency, therefore, there is no presentation of fiffiinancial information by segment. 20. FINANCIAL INSTRUMENTS The Company does not speculate or engage in the trading of any derivative fiffiinancial instruments.

Interest Rate Risk Interest rate risk occurs when the value of fif i fi nancial instruments change in accordance with the flf l fl uctuation of market interest rates, which may affect interest income and interest expense of the present and future years. As at December 31, 2011 and 2010, the Group did not have signifi ffi icant interest bearing loans or liabilities. Therefore, the Group is not materially exposed to interest rate risk. Credit Risk The Group provides credit terms on many trade transactions for customers after conffi ifi rming their credit worthiness. The collection of accounts receivables is closely monitored. The Group focus collection on all accounts overdue and will make a provision for accounts receivable on overdue accounts for more than 1 year. At this time there is no reason to expect major or signifi ffi icant losses arising from the collection of trade receivables. The trade receivable aging schedule had been disclosed in Note 6 to the fi ffi inancial statements. Fair Value The fair value of the fi ffi inancial instruments is the amount at which the instruments may be exchanged in a current transaction between willing parties. The following methods and assumptions are used to estimate the fair value for each class of the Company’s fi ffi inancial instruments: - Financial assets shown at estimated fair value. - Financial liabilities shown at book value are almost the same as the fair value, because such liabilities will mature in the short term. 21. EMPLOYEE PROVIDENT FUND A subsidiary and its employees have jointly registered a provident fund scheme under the Provident Fund Act B.E. 2530. The fund is contributed equally by both the employees and the subsidiary at the rate of 2-5 percent of the employee’s salary based on the number of employees’ working year. The fund will be paid to the employees upon termination in accordance with the rules of the fund. Contribution payment is starting April 1, 2008. 22. APPROVAL OF FINANCIAL STATEMENT The Company’s authorized directors approved to issue these fi ffi inancial statements on February 28, 2012.

Audit Fee for the year 2011 1.

Audit Fee - The Company and Subsidiaries paid audit fee to the Company’s Auditor for the year 2011 as follows: Far East DDB Plc. Baht 432,000.00 Fame Line Co., Ltd. (Subsidiary) Baht 140,000.00 Rapp Collins (Thailand) Co., Ltd. (Subsidiary) Baht 93,000.00 2. Non - Audit Fee - None -

Recognitions

It always seems impossible until itâ&#x20AC;&#x2122;s done. Nelson Mandela Former President of South Africa, Nobel Peace Prize Winner in 1993

Awards Recognitions TVC

Travel with Mom Project OCPB Ad Award 2011 : Best of Consumer TVC, Service

B-Quik “Thai Rap” B.A.D. Awards 2011 : Certificate - TVC

The UTCC University “Madame” B.A.D. Awards 2011 : Certificate - TVC

Artifact “Butterfly”

Growing Up Good Project “กินยันป้าย” Sylvania “แมว-กระต่าย-แรด”

B.A.D. Awards 2011 : Certificate - Print Craft (Production Design)

Out of Home Awards 2011 : Best of the Best - Poster

B.A.D. Awards 2011 : Certificate - Print Craft (Best of CGI)

Out of Home Awards 2011 : Bronze - Single Poster

Out of Home Awards 2011 : Gold - Poster

Radio Growing Up Good Project “Gecko” ADFEST 2011 : Finalist – Radio Adman 2011 : Finalist – Radio

B-Quik “30 Items” B.A.D. Awards 2011 : Finalist - Jingle for Radio

2011 Awards Summary International ADFEST 2011 : 1 Finalist

National

B.A.D. Awards 2011 : 4 Certificates, 1 Finalist Out of Home Awards 2011 : 1 Best, 1 Gold, 1 Bronze OCPB Ad Award 2011 : 1 Best

Our Work

TVC

AP Corporate - Innovative Thinking

Lipton Iced Tea Lemon - Dance

KTB - ทุนทางปัญญา

Mama - My Favourite (The Star 7)

SCG - Eco Home...Eco World

Index Living Mall

KTB

Lipton Iced Tea Lemon

Neutrogena Fine Fairness

ASPIRE Condo

Sylvania Battery

Thanks to... BOVON

KONGTHANANET

KOMKRICH

RATCHUSIRI

KORN

PRADITKET

NETI

CHAREEWAYRUWAIROJ

NUANPHAN

VIPATAKUL

PANITTA

PORNSIRIKUL

PISSAMAI

AEMPRANEET

POLAVUTH

VARAKARMOL

PORNTHIP

CHAISIRIROJ

PORNWILAI

PINVANICHKUL

PRAJAK

RUENPAHANA

PRANEE

CHAROENPORNPOS

PREECHA

WORAPONGSATHORN

SUREE

MUENNARINTR

VANNALEE

SURIWAN

VICHITRA

THAMNORANART

...who made this possible.