TrueSuccess - True Corporation Public Company Limited

TrueSuccessWhen we have each other, the task is already half done.

12 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED(Unit : Million Baht)2004 2003 2002Consolidated Financial ResultsTotal revenues 33,010 27,950 25,783EBITDA (normalized) 1/ 13,164 11,642 9,798Operating profit 2/ 1,379 491 521Net profit (loss) 605 (5,674) (5,395)Consolidated Balance Sheets and Cash FlowsTotal assets 102,625 86,760 92,977Total liabilities 97,888 85,265 85,779Total shareholderûs equity 4,738 1,495 7,198Free cash flow 3/ 3,419 (3,303) (4,298)Free cash flow, excluding TA Orange 3/ 6,231 5,162 4,682Key Financial and Efficiency RatiosEBITDA margin 39.9% 41.7% 38.0%Operating profit margin 4.2% 1.8% 2.0%Asset Turnover 32.2% 32.2% 27.7%EBITDA / Interest coverage ratio (Times) 3.1 2.6 2.5Net debt / EBITDA (Times) 6.0 5.9 6.6EBITDA / Interest coverage ratio, excluding TA Orange (Times) 3.6 3.1 3.2Net debt / EBITDA, excluding TA Orange (Times) 4.3 4.7 5.1Per Share Data and OthersLoss per share (Baht) 4/ (0.03) (2.13) (2.34)Book value per share (Baht) 1.16 0.40 1.95Share price at year end (Baht) 8.10 7.30 4.60No. of outstanding shares at year end (Million shares) 4,092.53 3,694.50 3,694.50Market capitalization 33,149.47 26,969.83 16,994.701/ Excluding one-off transactions which consisted of the followings;- out-of-period booking of leased circuit and conduit rental of Baht 286 million in 2002,- one-time compensation of Baht 33 million for workforce reduction in 2002.2/ Excluding one-time write-off for PCT subscriber acquisition cost of Baht 215million in 2003.3/ Cash flow from operations less capital expenditure.4/ After accumulated dividend for preferred shares.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED12 13Revenue DiversificationHigh growth businesses contributed 37% of service revenue in FY 2004 compared to 17% in FY 2002.26.7%OrangeData/Broadband/InternetWE PCTOthers0.7%5.2%4.0%Wireline53.4%Key Growth DriversTA Orange surging growthBt Mn.TA Orange contribution*Remark : Data/Broadband/Internet group refers to DDN,Multimedia and Internet segments in the audited financialstatements.1Remark : * Based on a proportionate consolidation up to 3Q04,and changed to full consolidation since 4Q04.165No.1 Broadband and Internet playerInternet1,2318882004Revenue (Bt Mn) Subscribers (,000)Consumer BroadbandRevenue (Bt Mn)4Users (,000) Revenue (Bt Mn) Subscribers (,000)

14 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDOur 2004 results showour transformationhas been a success,our strategy is workingand most importantlywe are deliveringwhat consumers want.In 2005 we will build onwhat we have achievedand continue producinghigh quality and innovativecommunicationssolutions that enrich ourcustomersû lives.Mr. Dhanin ChearavanontChairman of the BoardIf we can maintainthis focus, which I amconfident we can,we will be in a goodposition to prosperfurther as theThai telecommunicationsindustry is liberalized.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED15fromthe Chairman of the BoardTelecommunication usage and competition continued to increase in Thailand in 2004, especially in the mobile andInternet sectors. Total Internet penetration jumped from 9 percent to 11 percent, with Broadband use, although still relativelysmall, surging by more than 13 folds.Mobile phone penetration also continued its steady rise, increasing from 34 percent to 41 percent of the population, andfor the first time large numbers of Thai consumers started enjoying the benefits of non-voice mobile services, such asdownloadable financial information, games and photo-based communication and community services. And as Thai appetitesfor high-speed connectivity and convenient lifestyle services grew during the year, I am proud that True has been at theforefront of meeting these needs.In 2003 and 2004 we made major organizational and other changes to ensure we were strategically well placed to driveemerging trends. The biggest change was our decision to establish ourselves under a new brand, as well as strengthenourselves both technically and financially so that we could become Thailandûs leading customer-focused total communicationssolutions provider. Subsequent brand campaigns, conducted both externally and internally during the year were designed toleverage on synergies within the True Group and enhance our ability to serve in ways that matter the most to ourcustomers by enhancing their life styles.Our 2004 results show our transformation has been a success, our strategy is working and most importantly we aredelivering what consumers want. In 2005 we will build on what we have achieved and continue producing high quality andinnovative communications solutions that enrich our customersû lives. If we can maintain this focus, which I am confident wecan, we will be in a good position to prosper further as the Thai telecommunications industry is liberalized.

16 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDfromthe President and CEOThe True Group ended 2004 stronger than ever before. All aspects of our business were strengthened and foundationswere laid for continuing future growth. True has become Thailandûs largest Internet Service Provider, its largest Broadbandoperator and Thailandûs most integrated communications solutions provider. Across the Group debt was reduced andrestructured in 2004, equity was increased, cash flow and revenue remained strong and strategies were put in place tostabilize and enhance core businesses.TA Orange, our mobile phone subsidiary, had a particularly good year. It launched a wide range of non-voice services,beat expectations by almost doubling subscribers, and is firmly on track to make a maiden profit in 2006. With True takinga majority shareholding in TA Orange and negotiating new long term financing, the challenge now is to fully integrate TAOrange into the True Group and leverage synergies between it and other subsidiaries so that we can offer a whole new rangeof integrated solutions that enhance customer lifestyles.A key aspect of this will be the development of more high-speed content and the bundling of products and services intocustomized packages with single billing. Achieving this will be challenging as we are likely to face more intense competitionthan ever before. But I am confident that with the progress made in 2004, the leadership attained in key markets, and ourproven ability to adapt and innovate, we will maintain momentum.I would like to extend my thanks to shareholders, members of the Board, management and all True Group staff for theirdedication and hard work during the year. I hope you all feel as I do that the best is yet to come.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED17I would like toextend my thanksto shareholders,members of the Board,management andall True Group stafffor their dedicationand hard workduring the year.I hope you all feelas I dothat the bestis yet to come.Mr. Supachai ChearavanontPresident and CEO

18 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDAt home, on the move, in the office or factory our customers want convenient, fast and cost effective ways to stayconnected that enhance their life and work styles. In 2004 we continued to meet the lifestyle and commercial needs of thisdiverse group by launching a wide range of innovative and affordable solutions using a number of channels.Business SolutionsFor our business customers, fast and reliable communications are a commercial life blood and a vital means to growrevenue, reduce expenses and reach out to more customers. With this in mind we opened the True Internet Data Centre(True IDC) in mid-2004 to provide businesses with convenient access to the full range of Internet services, includingweb hosting, web-based monitoring and secure and efficient data storage.True IDC, which is a joint venture with Korean Company Dacom Corporation and KIDC, the biggest IDC operator inAsia, provides Thai businesses with the tools to face increased competition at home and abroad and access to cutting edgeInternet solutions to drive business growth.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED19For our small and medium enterprise customers (SMEs) we launched the çAll in One Solutioné after research showedsome Thai SMEs lacked understanding of how to use technology to increase productivity. The SME All in One Solution by True- the first total solution for SMEs in Thailand - is a package of four bundled product and service solutions that take care ofall an SMEûs communications, marketing, business process and ICT for office and business management needs. SMEs canchoose one customized solution to meet their needs or sign up for all four and receive full support from a team of True ICTprofessionals. We also launched a çPlug and Playé variation of the çAll in One Solutioné for industrial estate SMEs.Home/Consumer SolutionsHome consumers have greatly benefited from our year-long launch of low-cost unlimited high-speed local and internationalInternet access packages. In January we offered unlimited high-speed local Internet packages starting from Baht 550 permonth and in July we launched unlimited local and international Internet packages starting from Baht 590 a month (with a freefixed line number) with access speeds up to 4 Mbps (mega-bits per second) - the highest speed ever offered in Thailand.In October we launched another high-value Internet promotion, high speed access with a free ADSL modem and waivedaccess fee. Following by special service for Internet fans, including çTurbo on Demandé - express 2 Mbps Internet accesswith rates charged for actual minutes used. We also announced that in the first half of 2005 we, along with pay TV operatorUBC, would be the first in Thailand to offer an ADSL Broadband television service which will allow users to view their choiceof a diverse range of programs on a computer whenever they want.True also rolled out a range of innovative services using other channels and product platforms.For fixed line customers we launched new flexible tariff packages in January 2004 which offered different calling planswith call rates from Baht 1.5 to Baht 2.75 per minute and a set amount of talk time.In February we launched the çPCT School Club,é a service that allows group members including teachers and studentsto make unlimited calls between themselves using a special number for a fixed monthly charge. In September we renamedPCT, çWE PCTé to reflect the strategy of building communities and bringing people together, and launched unlimited groupcall and a çbuy-one, get one freeé handset promotions.We also boosted our online game content. In January True Digital Entertainment began offering PristonTale, an awardwinning Korean online game. In September we formed the joint venture company NC True with NCsoft, Koreaûs leadingdeveloper and publisher of online games, to provide online games (MMORPG) starting with the most popular worldwideMMORPG, çLineage IIé in Thailand.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED21In May it launched çFinancial Worldé, which brings together a range of information services to meet the needs of Thaiinvestors and in July TA Orange launched çGame Worldé, a complete games portal which allows customers to downloadmobile games via GPRS from the multimedia service portal çOrange Worldé.This was followed in October with the launch of çToon Worldé which enables customers to download games, cartoons,screen savers and ring tones featuring well known cartoon characters. Also in October TA Orange signed a partnershipcontract with Koreaûs SK Telecom for non-voice platform and marketing expertise, so it can develop even more innovativeinformation and çfun and gamesé non-voice products in 2005.TA Orange also launched the exclusive çTodsaguné online game, joined forces with Workpoint Entertainment Public Company Limitedto offer consumers the game çTodsagun on Mobileé and linked up with Asiasoft International, the authorized provider of thepopular online game Ragnorak, to allow Just Talk customers to play the game on their mobile phones.In addition, convenient new ways were introduced for Just Talk prepaid customers to top up their mobile phones,including çMobile Top Upé, which lets customers transfer prepaid credits from one mobile phone to another and çHome TopUpé, in which customers can use their True fixed-line account to top up their mobile phone. TA Orange also made top-upe-vouchers available via 7-Eleven stores nationwide and launched micro (Baht 50 and Baht 90) top-up cards.International SMS, which allows customers to send an International SMS to 447 mobile phone networks in 123countries worldwide, was also launched and TA Orange and True unveiled Thailandûs first Voice SMS service that lets userssend audio messages to any mobile or fixed-line phone in Thailand.In November, TA Orange and True revolutionized mobile connectivity for Thai consumers with the launch of Thailandûsfirst combined Wi-Fi/GPRS package, which provides unlimited access to high speed data services at a flat monthly rate witha single monthly bill.

22 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDTRUE Learning Center: Gateway to the Wide WorldIn line with the companyûs brand name change in 2004 to TRUE Corporation Public Company Limited, TelecomAsiaûslearning center also took on a new identity - çTRUE Learning Center: Gateway to the Wide Worldé, embodying the companyûscorporate culture and values which focus on courageous, caring, credible and creative.During the year, TRUE had implemented numerous projects as part of its ongoing commitment to develop Thailand into aknowledge-based society. As a continuation of its Information Communication Technology (ICT) project which was implementedin 2001, TRUE selected 20 pilot schools with a high potential and then developed them further into an ICT Learning Center.Subsequently, this was then expanded into a network comprising 100 public as well as private schools in the Greater BangkokMetropolitan Area. Likewise, TRUEûs Science Project saw an expansion from 9 selected pilot schools into a network of 60 schoolsin the same area.Besides the above, TRUE had also organized many educational activities during 2004:Science Camp, which took place in the 9 pilot schools, serving as a model to be adopted by other schoolsSupport and development of educational media which was co-produced by teachers and young students.ë Encourage the use ICT knowledge as an educational tool and information search utilizing internet, which would in turnbecome the knowledge foundation for the ICT community.TRUE Science-ICT CampThis camp was held at King Mongkutûs Institute of Technology Ladkrabangûs Faculty of Science and was attended by over300 students and teachers. The emphasis of the camp was to educate the participants on science hand in hand with ICT. Inaddition, a TRUE Nature-Culture camp was also held for over 150 participants educating them on nature and the way of life inthe Bang Khunthien forest which is Bangkokûs only seafront area.TRUE Young Scientist ProgramThis yearûs project received as many as 360 science projects from primary school students nationwide, representing a recordnumber of submissions since its establishment in 1993. During its 8-year history, 2 gold medals for the first time were awardedto school children in the provinces.TRUE Conservation Photo ContestIn its 10 th year, this popular project received a total of 899 submissions. In addition, the consolation prizes were increasedfrom 10 to 20 in both the wild animals and wild flora categories, bringing the total number of prizes to 46.TRUE is committed to the ongoing development of Thailand into a knowledge-based society and at the same time aspiresto create inspiration for the Thai people for self-development to become a valuable citizen.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED23Mr. Narong Srisa-anIndependent DirectorEducationHonorary Master Degree of Economics,Thammasat UniversityExperience1998-PresentPresentIndependent DirectorTrue Corporation Public Company LimitedChairmanAdvanced Agro Public Company LimitedChairmanPrida Pramote Company LimitedChairmanThanakorn Vegetable Oil Products CompanyChairmanSurabangyikhan Company LimitedChairmanThai Beverage Can LimitedChairmanEastern Seaboard Industrial Estate (Rayong)Company LimitedPresentChairmanThai Alcohol Public Company LimitedChairman of Executive BoardSiam Food Products Public CompanyLimitedChairman of Executive BoardBeer Thai (1991) Public Company LimitedVice ChairmanBerli Jucker Public Company LimitedVice ChairmanGeneral Tobacco Company LimitedVice ChairmanThai Beverages Public Company LimitedExecutive DirectorComlink Company Limited

24 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDMr. Vitthya VejjajivaIndependent Director andChairman of the Audit CommitteeEducationExperienceMaster Degree of Laws,Harvard University, U.S.A.Master Degree of Arts,University of Cambridge, LondonBachelor of Laws,University of Cambridge, LondonEnglish Barrister,Grayûs Inn Association1998-Present Independent Director andChairman of the Audit CommitteeTrue Corporation Public Company LimitedChairmanK Line (Thailand) Company Limited andits subsidiaries1991-1992 Permanent Secretary of the Ministry ofForeign Affairs1988 Ambassador Extraordinary andPlenipotentiary of theUnited States of America1984 Ambassador Extraordinary andPlenipotentiary ofBelgium and the European Community1981 Ambassador Extraordinary andPlenipotentiary of Canada1979 Director, General of Department ofEconomic Affairs

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED25EducationExperienceDr. Kosol PetchsuwanIndependent Director andMember of the Audit CommitteeDoctorate of Engineering,University of London, EnglandBachelor of Engineering,University of London, England1999- Present Independent Director andMember of the Audit CommitteeTrue Corporation Public Company Limited1999- Present PresidentThe Telecommunications Association of Thailand2000-2001 Chairman,The Aeronautical Radio of Thailand Limited1997-2001 Director,The Press Council of Thailand1998-2000 Independent Director andMember of the Audit Committee,PTT Exploration and Production Public Company Limited

26 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDMr. Joti BhokavanijIndependent Director andMember of the Audit CommitteeEducationExperienceFellow of the Association ofChartered Certified Accountants, England.Programme for Management Development,Harvard Business School (U.S.A.).Marketing Management Programme,Stanford University, Graduate School of Business (U.S.A.)1999-Present Independent Director andMember of the Audit CommitteeTrue Corporation Public Company Limited2000-2001 Executive ChairmanTISCO Finance Public Company Limited1994-1997 Executive ChairmanThai Wah Group of Companies1992-1994 Managing DirectorThe East Asiatic (Thailand) Company LimitedConsult-General of Denmark for Bangkok

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED27The heart of TRUE is personified by the 4 Cs: being Credible, being Creative, being Caring and being Courageous.These 4 core values are expressed in the principles by which TRUE governs itself. The results have been positive.2004 marked the third consecutive year that TRUE has ranked amongst the very top companies in The CorporateGovernance Report of Thai Listed Companies. The Corporate Governance Report is published annually by the Thai Instituteof Directors Association (Thai IOD) under the auspices of the Stock Exchange of Thailand (SET) and the Securities andExchange Commission (SEC). In making its determinations, Thai IOD looks at five core criteria:1) rights of shareholders,2) equitable treatment of shareholders,3) role of stakeholders,4) disclosure and transparency, and5) board responsibilities.1. Rights of ShareholdersTRUE strives to ensure that every shareholder is given an opportunity to hear, to be heard and to make a difference.CaringçWe treat people the way we want to be treated.éOver the course of 2004 shareholders were invited to participate in four meetings conveniently held at TRUEûs Bangkokheadquarters. One was a general meeting, and three were extraordinary meetings. At least 7 days before each meeting,detailed information on every agenda topic was disseminated by post. Additionally, in order to ensure dissemination ofinformation to the general public, the agenda was shared by publication in local newspapers and on TRUEûs website. At thebeginning of each meeting, the procedures of the meeting was explained to all shareholders in attendance, and everyshareholder was given the opportunity to express an opinion on any matter discussed. Directors, the chairman or arepresentative of each Board committee, and members of management attend each meeting so that effective responses canbe provided for all shareholder comments and questions.

28 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDBy having allocated not less than four Board seats to Independent Directors (the definition and course training fromThai Institute of Directors Association (Thai IOD) are provided in Management content), the opinions of minority shareholderscan be heard at the highest levels of the company. Independent Directors are free of any interest concerning personal benefitor position and free from the control of any particular special interest. Each is obligated to express his or her independentopinion to the Board.Moreover, every Director must stand for election every 3 years and his performance is, thereby, subjected regularly tothe voting scrutiny of the shareholders. On all shareholder voting matters, each shareholder is entitled to exercise votes equalin number to the amount of shares held by him or her. Prior to each shareholder meeting, a proxy form is provided for thoseTRUE shareholders who may wish to designate a proxy to vote on their behalf during the meeting.2. Equitable Treatment of ShareholdersAs a publicly listed company, TRUEûs shareholder base is large and diverse. TRUE recognizes the importance ofkeeping every shareholder timely, accurately and appropriately informed. Important information is posted promptly on theinvestor relations pages of TRUEûs web site, accessible via www.truecorp.co.th and www.true-corp.com, so that it reachesall shareholders, whether they are a significant or a minority shareholder and wherever located, at the same time.CredibleçWe communicate with integrity, always keeping the best interest of the company in mind.éTRUEûs corporate web site gives the public a wealth of information about the company, its people and its performance.Copies of minutes of meetings, investor presentations, past annual reports and filings with the Stock Exchange of Thailandare just a part of the resources available 24/7/365 in both English and in Thai. Financial information dating back to 1999 isavailable for downloading or by contacting TRUEûs Investor Relations department.The Investor Relations department and the Corporate Secretary of TRUE each bear important responsibilities to TRUEûsshareholders. Together, they are TRUEûs contact points with its shareholders. Corporate information to the general public andshareholders flows through the Investor Relations department, whereas information to the general public and our regulatorsis channeled through the Corporate Secretary.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED29Maintaining TRUEûs credibility is essential for gaining the investor confidence that is necessary to maximize and sustainthe value of the company and the wealth of TRUEûs shareholders. Analysts from Thailandûs major securities firms track TRUEand, therefore, the Investor Relations department works cooperatively with these analysts. These analystsû reports lead to anopen discussion of TRUEûs operations and financial prospects, and are accessible by the general public and by TRUEûsshareholders.In 2004, TRUE increased its equity interest in its subsidiary, TA Orange. As assurance that the terms of the transactionwere çfairé to TRUEûs shareholders, çfairness opinionsé were given by BT Securities Company Limited. The transaction wascompleted while providing utmost transparency for the benefit of all shareholders.3. The Role of StakeholdersThe continued success of TRUE relies upon the ability of stakeholders to influence positively TRUEûs conduct andactivities, and vice-versa.CaringçWe are dedicated to working together in harmony to do whatûs right for our customers, colleagues and partners.éTRUEûs Code of Conduct defines the term çstakeholdersé to include customers, shareholders, creditors, employeesand their families, the government, business partners, business competitors and the citizens of Thailand. The Code ofConduct is a roadmap that provides clear direction to Directors, management and employees alike, of TRUE and of TRUEaffiliates, towards melding the 4 Cs into the corporate culture.The Code of Conduct encourages all to make a positive contribution to Thai society and to the well-being of Thaipeople. The year 2004 continued TRUEûs position as a corporate and community leader in enriching and providing assistancefor the well being of Thai society.ë TRUE and the TRUE affiliates provided immediate assistance to the victims of the December 26 th tsunami, and relieffor their families and friends. TA Orange provided free of charge calls to those in the tsunami-affected areas, allowingthem to contact loved ones. Within a day or so, food, clothing and materials donated by employees had reached thevictims.ë Now in service to the nation for more than 10 years, TRUEûs Nature Classroom, Arts and Culture Classroomand Science Classroom are programs that aim to foster self-improvement and are designed to help students gainknowledge and insight from the classrooms, adding valuable and enriching experiences to their lives.

30 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDë Pirab Noi invites students studying mass communications in Thailandûs universities to participate in the production ofhigh quality content, while also promoting responsibility and ethics in the area of communications/journalism.ë TRUE works closely with the Bangkok Metropolitan Administration (BMA), Education Department to guide Thailandtowards becoming a çknowledge-based society.é Through collaborative efforts, the çInternet for a Knowledge-BasedSocietyé program has connected more than 300 schools in Bangkok to resources they never had access to before.TRUE believes if young people have access to the latest information from around the world via the Internet, then theywill be empowered to explore new boundaries and improve their lives. This, in turn, will enable them to make evenmore valued contributions for the benefit of the country.TRUE understands that it has a responsibility to safeguard the interests of its stakeholders. As it has for many years,TRUE has kept an open and cooperative working dialogue with Marsh UK Ltd., which is the insurance advisor to TRUEûssecured creditors. In addition, last year TRUE and its insurance broker procured a competitive, comprehensive, secure acost-effective insurance package for TRUE and its affiliated companies. There is also a strong national interest in TRUEûsability to continue business operations even in the event of a significant accident or disaster. TRUE continues to makeinvestments and to allocate resources to ensure that its key services have adequate backups and will continue to operateunder virtually any circumstances.Internal safeguards are implemented under the management of TRUEûs Audit Department. The effectiveness of theAudit Department oversight and internal controls is enhanced through utilization of the expertise of PricewaterhouseCoopersRisk Management Services Limited.4. Disclosure and TransparencyThrough its own initiative, over four years ago the Board established a committee to enhance the governance of thecompany by adopting international best practices. Three years ago the Corporate Governance Guidelines were placed intopractice. A complete copy of the Corporate Governance Guidelines is available on TRUEûs website.The Guidelinesencompass:ë Duties and responsibilities of the Board of Directorsë Composition and selection of the Board of Directorsë Board structure and procedureë Board Leadership

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED31ë Board relationship to managementë Meeting proceduresë Committees of the Board of Directorsë General Committee Mattersë Policy regard related party transactions and Code of ConductCourageousçWe recognize that with opportunity comes accountability and with accountability, ownership.éAdoption of the Corporate Governance Guidelines led to the formation of a new Board Committee, the IndependentCommittee. The work of the Independent Committee includes oversight responsibility over any Board matter involving arelated party transaction or a corporate opportunity, as well as all matters that are covered by the Stock Exchange ofThailandûs Rules and Procedures and Disclosure of Connected Transactions of Listed Companies. Details of ConnectedTransactions that occurred during 2004 are provided in the çConnected Transactionsé section of this Annual Report for 2004.TRUE has its own complementary standards for transactions with related entities, which are stated in the PolicyRegarding Related Party Transactions. Situations such as trading on insider information and having a personal relationship inmatters involving TRUE are explained and explored in detail in the Code of Conduct that every employee is asked to readand acknowledge.5. Board ResponsibilitiesTRUE stakeholders are served by 20 hard-working persons, each of whom is able to work with colleagues as one andyet who can complement the value of the Board with his own particular strengths.CreativeçWe share our ideas with each other to create strong synergies.éThe schedule of the Board meetings for the coming year is set by consensus at the final Board meeting of the prior yearand written notice of each meeting is provided to each Director in accordance with all applicable rules and regulations.

32 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDNo.In 2004, 8 Board meetings were held. Director attendance at those meetings was as follows:DirectorsAttendance / Number of Meetings (times)1 Mr. Narong Srisa-an 7/82 Mr. Vitthya Vejjajiva 7/83 Dr. Kosol Petchsuwan 8/84 Mr. Joti Bhokavanij 8/85 Mr. Dhanin Chearavanont 5/86 Mr. Sumet Jiaravanon 0/8*7 Dr. Ajva Taulananda 8/88 Mr. Chaleo Souvannakitti 8/89 Mr. Athueck Asvanund 8/810 Mr. Supachai Chearavanont 7/811 Mr. Soopakij Chearavanont 3/812 Mr. Chatchaval Jiaravanon 5/813 Mr. Vichaow Rakphongphairoj 8/814 Mr. Umroong Sanphasitvong 8/815 Mr. Heinrich Heims 3/816 Mr. Klaus Tuengeler 6/817 Mr. Claus Stadler 2/818 Mr. Andreas Klocke 5/819 Mr. Harald Link 4/820 Dr. Lee G. Lam 3/8* Resident outside of ThailandIndividual strengths are utilized, and efficiency is achieved, by the delegation of 5 key Board responsibilities to thesestanding committees:- Audit Committee- Finance Committee- Corporate Governance Committee- Compensation and Nominating Committee- Independent Committee

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED33Further detail on each Board committee and their committee members, including copies of their respective committeecharters, can be obtained from the investor relations pages of TRUEûs website.The current number and allocation of seats on the Board reflect a fair proportion of each shareholder groupûsinvestment. Non-executive directors remain a majority of TRUEûs Board, keeping the balance of power with non-executivesand ensuring decision-making independence and credible oversight of management. The seat of Chairman of the Boardremains with a non-executive director.In order to maximize the value to TRUE of the knowledge and experience of each Director, TRUE does not limit thenumber of times that a Director may be re-elected or impose a mandatory retirement age.Compensation of the top executives and the Board is recommended by the Compensation and Nominating Committeeand approved by the entire Board. Remuneration consists of a fixed salary and, when deemed appropriate, a variablecomponent. The variable component is linked to individual and corporate performance. TRUEûs shareholders have approvedthe remuneration presently paid to Board members. Key members of executive Management have also been provided, withapproval of the Companyûs shareholders, Stock Options (which utilized the services of an independent advisor in performingthis function, particularly within Thailandûs telecommunication industry) as a key component of their compensation in order tolink their compensation to corporate performance and to establish a long term performance incentive. Details of suchremuneration are provided within the Management content of the annual report.TRUE has disclosed publicly in filings made with the Stock Exchange of Thailand significant actions taken by its Boardover the course of 2004.

34 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDTrue Corporation is the most fully integrated nationwide communications solutions provider in Thailand and one of thecountryûs largest brands.Since being established in 1990 to build and jointly operate 2.6 million fixed lines in the Bangkok Metropolitan Area(BMA) under a 25-year concession, it has grown rapidly to meet the lifestyle needs of Thai consumers.Backed by Asiaûs largest agro-conglomerate, the Charoen Pokphand Group (with a 39.22 percent shareholding), Trueûssubsidiary businesses currently include cellular operator TA Orange, Asia Wireless Communication (operator of WE PCT), TrueMultimedia, True Internet and pay TV operator United Broadcasting Corporation (UBC).Through these companies True provides home consumers, small and medium enterprises and corporates with the fullrange of cellular, wireless and wireline, Internet, data and entertainment products and services in customized packages.It is firmly established as the BMAûs leading wireline service provider with 56 percent market share, is the countryûslargest Broadband provider with more than 85 percent market share, and the countryûs leading Internet Service Provider. InTA Orange, True owns the fastest growing and third largest mobile operator.The Company was listed (as TelecomAsia Corporation Public Company Limited) on the Stock Exchange of Thailand inDecember 1993 with the security symbol çTAé. At this time it had an annual turnover of Baht 2 billion and employed 1,500 staff.At the end of December 2004, the True Group (which rebranded and adopted the çTRUEé security symbol in April 2004)had an annual group turnover of more than Baht 40 billion (including 100 percent of TA Orange and UBC), a marketcapitalization of Baht 33.1 billion, infrastructure investments of more than Baht 100 billion and employed more than 8,000 staff.Key Developments in 2004December 2004TA Orange achieved 3.4 million subscriber base, exceeding its target.True strengthens its balance sheet, significantly reduces debt and increasesequity by Baht 2.7 billion. It achieved this by selling 398 million new ordinary

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED35November 2004October 2004September 2004August 2004June 2004May 2004April 2004shares at Baht 6.8 per share via a seven-time oversubscribed private placement inThailandûs first Accelerated Global Tender.Funds raised were used to complete debt restructuring of a subsidiary with acreditor, enabling the True Group, excluding TA Orange, to reduce debt byapproximately Baht 9.3 billion in 2004 including a Baht 2.7 billion gain from debtforgiveness from the debt restructuring.True becomes Thailandûs largest Internet Service Provider with more than onemillion customers.True announces that in cooperation with UBC it will launch Thailandûs first BroadbandTV service.True completes negotiations on long term debt financing for TA Orange,enabling it to increase its shareholding in TA Orange to 83 percent.NC True online game company is formed in a joint venture with Koreaûs NCsoftto market the hugely popular Lineage II game in Thailand.True announces it will inject Baht 6 billion into TA Orange so the mobile operatorcan expand network capacity and coverage to approximately 90 percent ofThailandûs population.True raises Baht 2.4 billion by issuing seven year maturity Thai Baht debentures.The funds are used to refinance debt to German creditor Kreditanstalt FürWiederaufbau (KfW).TA Orangeûs network quality is judged çBest in Bangkoké by a Synovate andKing Mongkutûs Institute survey.True launches the çAll Together Bonusé campaign which provides True telephone,WE PCT and Internet users with the equivalent free TA Orange talk timefor every baht they spend on True services.TelecomAsia changes its name to True as part of an çinside outé rebranding toposition the company for strong future growth.

36 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDë True named çBest Competitive Carrieré in Telecom Asia Magazine 2004 AwardsThe first time a Thai company has won an award in the seven years of this prestigious competition.ë Disclosure Award for Good Corporate GovernanceTrue has been included in the top quartile of listed Thai companies, ranked according to good corporate governancepractices, for two consecutive years.The ranking was based on surveys implemented by the Thai Institute of Directors with the support of the SET andthe SEC.ë Technology Fast 500 Asia Pacific Company AwardsTrue has been listed among Deloitteûs 2004 Technology Fast 500 Asia Pacific ranking for the fastest growingcompanies.ë Super Brand 2004True was voted by consumers as a Thailand Superbrand in the Readerûs Digest Asia Superbrands Survey 2004.In addition, in 2002 True won the Euromoney Award for Good Corporate Governance and in 2000 was ranked amongthe top 10 leading Thai companies by Far Eastern Economic Review magazine.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED37Revenues breakdown by business groupBusiness Group/Operation by1. Fixed line and Value Added Service1Percentageof SharesHeld bythe Company31 st December 31 st December 3120042003st December2002Baht % BahtMillion% BahtMillion Million %True Corporation Public Company Limited Revenues 16,632 50.4 16,893 60.4 16,125 62.52. WirelessWire & Wireless Company Limited 87.50Asia Wireless Communication Company Limited 99.99Bangkok Inter Teletech Company Limited 82.86Revenues 11,730 35.5 7,228 25.9 6,096 23.63. Multimedia Network and BroadbandTrue Multimedia Company LimitedRevenues90.451,408 4.3 1,097 3.9 954 3.74. Data ServiceTrue Corporation Public Company LimitedTrue Multimedia Company Limited 90.45Revenues 1,029 3.1 1,183 4.2 1,199 4.75. InternetTrue Internet Company Limited 99.99Asia Infonet Company Limited 65.00True Digital Entertainment Company Limited 99.99True Internet Data Center Company Limited 70.00Revenues 887 2.7 471 1.7 198 0.86. Other BusinessTrue Fleet Management Company Limited 99.99True Properties Company Limited 99.99Wire & Wireless Company Limited 87.50Other CompaniesRevenues 1,324 4.0 1,078 3.9 1,203 4.7Total RevenuesSource: The Company33,010 100.0 27,950 100.0 25,775 100.01 Includes Fault Reporting and Dropwiring, Public Phone and Audiotext

38 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDTrue Corporation Public Company Limited, with the security symbol çTRUEé on the Stock Exchange of Thailand wasestablished on 13 th November 1990 initially under the name of CP Telecommunication Co., Ltd. with a registered capital ofBaht 1,000 million to undertake Thailandûs major telecommunication infrastructures project and registered as a publiccompany limited with registration no. Bor Mor Jor 82 on 11 th February 1993.As at 31 st December 2004, the Companyûs registered capital was Baht 46,583,393,190.- consisting of 3,958,873,833common shares with a par value of Baht 10 per share and 699,465,486 preference shares with a par value of Baht 10 pershare, of which Baht 40,925,272,140.- is paid-up capital, comprising of 3,393,061,728 common shares with a par value ofBaht 10 per share and 699,465,486 preference shares with a par value of Baht 10 per share.The Companyûs head office is located at:18 True Tower Ratchadaphisek RoadHuai Khwang, Bangkok 10310Telephone : (662) 643-1111Fax : (662) 643-1651Website : www.truecorp.co.thThe Companyûs subsidiaries, associates companies and other investments are as follows:Company Name Address Type of BusinessPaid-up CapitalAsia DBS Public Company Limited 18 True Tower DBS system operator THB 100 millionRatchadaphisek RoadHuai Khwang, Bangkok 10310True Multimedia Co., Ltd 18 True Tower NON-POTS and THB 6,127 million(Formerly named Asia Multimedia Ratchadaphisek Road multimedia servicesCompany Limited) Huai Khwang, Bangkok 10310Asia Wireless Communication 18 True Tower PCT operator THB 5,797.85 millionCompany LimitedRatchadaphisek RoadHuai Khwang, Bangkok 10310

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED39Company Name Address Type of Business Paid-up CapitalBangkok Inter Teletech 986 U Chu Liang Building, Investment in THB 21,000 millionCompany Limited 14 th Floors, Unit D, Cellular OperatorRama IV Road, Silom,Bangrak, BangkokTA Orange Company Limited 986 U Chu Liang Building, 1,800 MHz cellular THB 27,100.10 million4 th -5 th , 11 th -15 th Floors, telephone operatorRama IV Road, Silom,Bangrak, BangkokTA Orange Retail Company Limited 986 U Chu Liang Building, Retail services THB 1 million14 th Floors, Unit D3Rama IV Road, Silom,Bangrak, BangkokSong Duo Company Limited 986 U Chu Liang Building, Inactive THB 1 million14 th Floors, Unit D2Rama IV Road, Silom,Bangrak, BangkokK.I.N. (Thailand) Company Limited 18 True Tower Holding Company THB 75 millionRatchadaphisek RoadHuai Khwang, Bangkok 10310True Properties Company Limited 18 True Tower Rental services THB 3,488 million(Formerly named Nilubon Ratchadaphisek Road,Company Limited) Huai Khwang, Bangkok 10310Tele Engineering and Services 18 True Tower Construction and THB 25 millionCompany Limitedå Ratchadaphisek Road distributorHuai Khwang Bangkok 10310

40 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDCompany Name Address Type of Business Paid-up CapitalTelecom Equipment 18 True Tower Telecom equipment THB 24 millionManufacturing Company Limited Ratchadaphisek Road manufacturerHuai Khwang Bangkok 10310Telecom Holding Company Limited 18 True Tower Holding Company THB 16,589.25 millionRatchadaphisek RoadHuai Khwang Bangkok 10310Telecom International Company Limited 18 True Tower Holding Company THB 300 millionRatchadaphisek RoadHuai Khwang Bangkok 10310Telecom Training and 18 True Tower Training service THB 50 millionDevelopment Company Limited Ratchadaphisek RoadHuai Khwang, Bangkok 10310True Digital Entertainment 1 Fortune Tower, 25 th Floor Online game THB 73.5 millionCompany LimitedRatchadaphisek RoadDin Dang, Bangkok 10400True Internet Company Limited 1 Fortune Tower, 14 th ,27 th Floor Audio text services THB 236.40 million(Formerly named Asianet Ratchadaphisek Road and internet dealerCorporation Company Limited) Din Dang, Bangkok 10400T-Pay Company Limited 18 True Tower Payment THB 30 millionRatchadaphisek Road service centerHuai Khwang, Bangkok 10310U-Net Company Limited 18 True Tower Construction and THB 93 millionRatchadaphisek Road distributorHuai Khwang, Bangkok 10310Wire & Wireless Company Limited 54 W&W Bld., Pattanakarn 20 Construction and THB 100 millionSuanluang Bangkok distributor

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED41Company Name Address Type of Business Paid-up CapitalAsia Remanufacturing Industries 102,15 th Floor, Modification, repair THB 5.6 millionCompany Limited Na Ranong Road, and maintenanceKlongtoey, Bangkok servicesTrue Fleet Management 18 True Tower Rental services THB 150 millionCompany Limited (Formerly named Ratchadaphisek RoadW7 Rental Services Company Limited) Huai Khwang, Bangkok 10310Yai Kaew Company Limited 18 True Tower Investment in property THB 10 millionRatchadaphisek RoadHuai Khwang, Bangkok 10310K.I.N. (Thailand) Company Limited P.O. Box 957, Holding Company USD 1(Foreign Company)Offshore Incorporation Centre,Road Town, Tortola,British Virgin IslandNilubon Company Limited P.O. Box 71, Holding Company USD 1(Foreign Company)Craigmuir Chambers, Road Town,Tortola, British Virgin IslandTA Orient Telecom 3/F, Hing Yip Commercial Holding Company HK$ 117 millionInvestment Company Limited Centre, 272 Des VoeusRoad C., Hong KongTelecom Asia (China) P.O. Box 957, Commercial HK$ 78Company LimitedOffshore Incorporation Centre,Road Town, Tortola,British Virgin IslandTelecom International China P.O. Box 71, Commercial HK$ 78Company LimitedCraigmuir Chambers,Road Town,Tortola,British Virgin Island

42 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDCompany Name Address Type of Business Paid-up CapitalChongqing Communication 140 Daping Zhengjie Chongqing Telecommunication RMB 292 millionEquipment Co., Ltd. Peopleûs Republic of China equipment manufacturerAsia Infonet Company Limited 1 Fortune Town Bldg., 14 th , Internet service THB 15 million17 th Floor Ratchadaphisek Road providerHuai Khwang, Bangkok 10310True Internet Data Center 18 True Tower, 14 th Floor Internet Data Center THB 115.02 millionCompany Limited (Formerly named TA Ratchadaphisek RoadInternet Data Center Company Limited) Huai Khwang, Bangkok 10310United Broadcasting Corporation 118/1 Tipco Building Pay Television THB 9,704.05 millionPublic Company LimitedRama 6 Road,Phayathai, BangkokNC True Company Limited 18 True Tower, 18 th Floor Developer and service THB 125.5 millionRatchadaphisek Road provider of online gameHuai Khwang, Bangkok 10310N.T.U. (Thailand) Company Limited 518/5 Maneeya Center Building, Telecommunication THB 12 million7 th Floor, Ploenchit Road,Lumpinee, Pathumwan, BangkokThai Smart Card Company Limited 191 Silom Complex Building Central Service THB 395 million27 th Floor, Room No. 2, Bureau for clearingSilom Road, Bangrak, Bangkok electronic paymenttransactionsNEC Corporation (Thailand) 159 Sermmit Tower 2 nd , Telecommunication THB 343 millionCompany Limited 24 th Floor, Sukumvit 21 equipment manufacturerKlongtoeynua Wattana Bangkok

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED43ReferencesRegistrar: Thailand Securities Depository Co.,Ltd62 Stock Exchange of Thailand Building, 4, 6, 7/FRatchadaphisek Road, Klong Toey Bangkok 10110Telephone : (662) 229-2800, (662) 654-5599Fax : (662) 359-1262-63Auditor: Mr. Kajornkiet Aroonpirodkul(CPA Registration No. 3445) and/orMrs. Nattaporn Phan-Udom (CPA Registration No. 3430)and/or Mr. Boonmee Ngotngamwong(CPA Registration No. 3673)PriceWaterhouseCoopers ABAS Ltd.15 th Floor, Bangkok City Tower 179/74-80South Sathorn Road, Sathorn Bangkok 10120Telephone : (662) 286-9999, (662) 344-1000Fax : (662) 286-5050Debenture Registrar/: Thai Military Bank Public Company LimitedDebentureholdersû 393 Silom Road, Bangrak, Bangkok 10500Representative Telephone : (662) 233-9160-79(662) 230-5000Fax : (662) 236-7939Legal Counsel: Siam Premier International Law Office Limited24 th - 26 th Floors, Thai Wah Tower 221/147 -150 South Sathon RoadBangkok 10120Telephone : (662) 679-1333Fax : (662) 679-1314Website : www.siamlaw.co.th

44 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED45While True sees many opportunities to grow in 2005, there are a number of general and specific factors that couldimpact the companyûs performance and that of its subsidiaries.Industry RisksTrue and its subsidiaries, particularly TA Orange and its Internet and Broadband businesses, face increasing competitionfrom cellular operators, TOT and new ISP market entrants. As a result, the tariff for mobile phone calls and Broadbandservice has fallen steadily over the past year, which has had, and will continue to have, an impact on operational results.We expect competition to remain intense in the future, but believe True is well positioned to meet this given itsleadership position in the Internet/Broadband market and TA Orangeûs strong 2004 revenue growth and expanding customerbase. In addition, rapid technological change could also adversely affect the viability of Trueûs business and make its owntechnology less competitive. However, at the time of writing no such new technology has been identified as a major currentor imminent business threat.Regulatory and Liberalization RisksTrue and its subsidiaries operate under a number of concessions granted by TOT Corporation Public Company Limitedand CAT Telecom Public Company Limited. A dispute with either TOT or CAT over compliance with a concession agreementcould affect Trueûs ability to conduct business. This concession could be cancelled by TOT if True violates laws relating topublic or national security, the Company is placed under receivership by a court in a bankruptcy case, or it willfully andcontinually breaches a concession agreement in any material respect. However, TOT must submit the case to the ArbitrationTribunal for adjudication before it can cancel the concession agreement with True.Under revenue sharing provisions of Trueûs fixed line concession, TOT collects all of Trueûs fixed line revenues and retainsa portion for the revenue sharing. TOT may withhold or delay payments from revenues collected for True to offset anyobligations it believes it is owed (although this has not occurred to date).

46 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDAs well as being Trueûs concession granter, TOT is also a competitor in the BMA fixed line market. This has and couldcontinue to lead to disputes between True and TOT, which can deny or put on hold Trueûs requests to launch new services.TOT and True have brought some disputes to the Administrative Court and the Arbitration Tribunal for adjudication.In August 2002 True asked the Arbitration Tribunal for compensation from TOT for access charge revenues TOTgenerated using Trueûs network. In August 2004, True asked the Arbitration Tribunal for compensation from TOT for sharingon revenues generated from additional public phones apart from the first 20,000 sets. In January 2005, True also asked theArbitration Tribunal to ensure TOT shared revenues from incoming international calls based on the rate indicated in theconcession.In July 2004 TOT asked the Arbitration Tribunal to require True to pay advertising cost for placing Trueûs logo onPayphone booths. And in December 2004, TOT also sought costs for placing the True logo on invoices and receipts.The pending liberalization of the Thai telecommunications industry is expected to reduce or eliminate these conflicts ofinterest, but proposed initiatives could put True at a disadvantage to competitors. It is also possible that certain policies tobe imposed by the National Telecommunications Committee may affect Trueûs operating costs and/or increasecompetition in the sectors in which it operates.Risks Related to Financial SituationTrueûs operation is restricted by a number of debt and other financial agreements. These agreements could prohibit Truefrom exploiting good business opportunities or lead to accelerated debt repayment if TOT cancels the concession agreementwith the Company. However, TOT must seek an arbitration decision in order to cancel the concession agreement.True is subject to exchange rate fluctuations, which could increase interest payments. True had total debt of Baht 84billion as at December 31, 2004, with 13 percent of this being denominated in foreign currencies (Japanese Yen and USDollar). In 2004, the Company had consolidated capital expenditure of approximately Baht 4.0 billion, approximately 40 percent ofwhich was in foreign currencies. The Company has put in place hedging tools to reduce its exposure to exchange ratefluctuations, primarily for the majority portion of a USD 170 million loan belonging to a subsidiary.Out of the Companyûs total debt, about 50 percent is subject to floating interest rates and vulnerable to rate increases.All TA Orange debt, accounting for approximately 37 percent of total consolidated debt, is subject to floating rates. However,TA Orange debt interest rates will step down over time if it is able to achieve conditions set out in its loan agreement.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED47ShareholdersTrue Corporation Public Company LimitedMajor Shareholders 1(as of 30 th December 2004)Name No. of Shares % of Total(Million Shares) Issued Shares1. CP GROUP 2 1,605.14 39.222. THAILAND SECURITIES DEPOSITORY COMPANY 1,240.97 30.32LIMITED FOR DEPOSITORS (FOREIGN)3. THAILAND SECURITIES DEPOSITORY COMPANY LIMITED 468.91 11.46FOR DEPOSITORS (THAI)4. THAI TRUST FUND 357.99 8.755. KREDITANSTALT FÜR WIEDERAUFBAU (çKfWé) 341.47 8.346. MR. JATURONG JATUPARISUTHI 11.08 0.277. MR. SOONTHORN ARUNANONCHAI 5.00 0.128. MISS PIMRA INTHARAVITTAYANUN 4.50 0.119. MR. CHALEO SOUVANNAKITTI 3.50 0.0810. VATCHARAPOL CO., LTD. 3.00 0.07Remark : 1Including common shares and preferred shares2There are Charoen Pokphand Group Co., Ltd. and its related persons namely, Bangkok Telecom Holding Company Limited, Charoen Pokphand Foods PublicCompany Limited, Bangkok Produce Merchandising Public Company Limited, Bangkok Agro-Industrial Products Public Company Limited, Charoen PokphandNortheastern Public Company Limited, Kasetphand Industry Company Limited, Charoen Pokphand Enterprise Company Limited, Unigue Network CompanyLimited, Wide Broad Cast Company Limited, C.P. Interfood (Thailand) Company Limited, Star Marketing Company Limited, Advance Pharma Company Limited andGolden Tower Trading Limited.

48 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDThe Company has not paid or declared any dividends on its issued shares since operation commencement. TheCompany can pay dividends only out of its profits after deducting its cumulative losses, and only if it has set aside as a legalreserve. The Companyûs restructuring agreement also limits its ability to pay dividends until all of its indebtedness is repaidin full.The Companyûs principal shareholders have entered into a shareholdersû agreement under which they agreed to vote forand cause their representatives appointed to the Companyûs Board of Directors to declare an annual dividend equal to atleast 50% of its net profits for that year, after statutory reserves and subject to availability of cash, the regulations of the SET,and its credit facilities. Before dividends can be paid to holders of its ordinary shares, however, dividend payments onpreferred shares must be paid in full. Within March 31, 2008, the eighth anniversary from the date its preferred shares wereissued, the Companyûs preferred shareholders are entitled to receive cumulative dividends at the rate of Baht 1 per share perfiscal year. After March 31, 2008, holders of our preferred shares are entitled to a non-cumulative dividend at the rate of Baht0.01 per share per fiscal year. The right to receive cumulative dividends for any fiscal year in which the payment of thosedividends was not declared ceases once a holder converts its preferred shares into ordinary shares.For dividend policy of subsidiary company, each subsidiary companyûs Board of Directors will consider the payment ofdividends from the balance of cash flows compare with capital investment of individually subsidiary company. Subject to theavailability of cash flows of subsidiary company and only if it has set aside as a legal reserve, each Board of Directors ofindividually subsidiary company shall consider the payment of dividends just in case.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED49ManagementManagement Structure of the Company consists of the Board of Directors, the Committees and the executive officers,details of which are as follows:Board of DirectorsAs of 31 st December 2004, the Board of Directors comprises of 20 directors who are (a) Executive Directors(b) Non-Executive Directors including directors representing the creditors, and (c) Independent Directors means a director who isindependent from a major shareholder or a group of major shareholders and having the qualification as follows:-- not being an employee or a staff member or an advisor who receives a regular salary or any other benefit from theCompany, an affiliated company, associated company or a related company- not holding shares exceeding 0.5 percent, including shares held by a related person, of paid-up capital of theCompany or an affiliated company, associated company or a related companythe ability to take care of the interest of all shareholders equally- the ability to prevent conflict of interest among the Company and its management, major shareholders or othercompanies which have the same group of management or major shareholders as the CompanyThe Board of Directors of the Company is as follows:NamePosition1. Mr. Narong Srisa-an Independent Director2. Mr. Vitthya Vejjajiva Independent Director andChairman of the Audit Committee3. Dr. Kosol Petchsuwan Independent Director andMember of the Audit Committee4. Mr. Joti Bhokavanij Independent Director andMember of the Audit Committee5. Mr. Dhanin Chearavanont Chairman6. Mr. Sumet Jiaravanon Vice Chairman7. Dr. Ajva Taulananda Vice Chairman8. Mr. Chaleo Souvannakitti Vice Chairman9. Mr. Athueck Asvanund Vice Chairman and Group General Counsel10. Mr. Supachai Chearavanont Director, President andChief Executive Officer11. Mr. Soopakij Chearavanont Director12. Mr. Chatchaval Jiaravanon Director and Managing Director-GroupInvestment13. Mr. Vichaow Rakphongphairoj Director, Managing Director andChief Operating Officer

50 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDName14. Mr. Umroong Sanphasitvong Director15. Mr. Heinrich Heims Director16. Mr. Klaus Tuengeler Director17. Mr. Claus Stadler Director18. Mr. Andreas Klocke Director19. Mr. Harald Link Director20. Dr. Lee G. Lam DirectorPositionRemark : Additional information related to the Companyûs Board of Directors is as follows:a) History of Offence : noneb) Debt owed to the Company or its Subsidiaries : nonec) Material Connected Transactions : noneMr. Narong Srisa-an, Dr. Kosol Petchsuwan and Mr. Joti Bhokavani has already taken çDirectors Accreditation Programé(DAP) from Thai Institute of Directors Association (IOD)Mr. Vitthya Vejjajiva, Dr. Kosol Petchsuwan and Mr. Joti Bhakavanij has already taken çChairman 2000éfrom Thai Institute of Directors Association (IOD)Authority and Responsibility of the Board of DirectorsThe Board of Directors is granted the authority and duty to manage the Company in compliance with the objectivesand articles of association of the Company and the resolutions of the shareholders meetings. With regard to the managementof the Company, the Board of Directors has authority to make any decision related to the Companyûs regular operationexcept for the matter required the approval of the shareholders meeting as specified by law. In addition, the Board ofDirectors may grant the authorization to one director or more or any other person to perform any acts on its behalf, however,any decision on major operations such as major investment and major procurement of loan, the management team shallpropose the said transactions to the Board of Directors for approval.Authorized DirectorsMr. Supachai Chearavanont or Mr. Vichaow Rakphongphairoj jointly sign with Mr. Athueck Asvanund or Mr. SoopakijChearavanont or Mr. Chatchaval Jiaravanon to with the Companyûs seal affixed, execute any act, thing or legal actionwhatsoever on the Companyûs behalf.Appointment of DirectorsThe Compensation and Nominating Committee assists the Board of Directors in reviewing and proposing the compensationand nominating directors of the Company prior to proposing to the Companyûs shareholders meeting for final approval.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED51With regard to the right of shareholders to appoint directors, each shareholder shall appoint the directors by a majorityvote. All Shareholders have the rights to appoint directors. Each shareholder shall have one right to vote per one share andshall appoint one director or more, provided that he cannot divide his votes to any person to any extent.In selecting an independent director, the Company will take into account of the prospectûs qualifications that requiredby the Stock Exchange of Thailand together with the background and experiences appropriate for the Company businessprior to proposing the nomination of the prospect to the Compensation and Nominating Committee and the Board ofDirectors for further approval.Audit CommitteeAs of 31 st December 2004, the Audit Committee of the Company consists of 3 persons as follows:1. Mr. Vitthya Vejjajiva Chairman of the Audit Committee2. Dr. Kosol Petchsuwan Member of the Audit Committee3. Mr. Joti Bhokavanij Member of the Audit CommitteeThe scope of duty and responsibility of the Audit Committee is as follows:1. To review the Companyûs financial reports to ensure accuracy and adequate information for public disclosure;2. To ensure the appropriateness and effectiveness of internal control system and internal auditing system of theCompany;3. To consider and propose the appointment and remuneration of an external auditor of the Company;4. To regularly review the practice of the Company to ensure the compliance with the regulations of the Securities andExchange Act, Rules and Regulations of the Stock Exchange of Thailand and related law and regulations;5. To review the disclosure of information of the Company to ensure the accuracy and adequacy of said informationin case that there is a connected transaction that may lead to a conflict of interest;6. To prepare the Audit Committee Report on the Corporate Governance with the approval of the Chairman of theCommittee appeared therein to be disclosed in the annual report of the Company; and7. To perform any other act as required by law or as delegated by the Board of Directors.Independent CommitteeThe Independent Committee is responsible for reviewing and monitoring the entering into any connected transactions,which may involve a conflict of interest with the Company. The Committee consists of the following members:1. Mr. Narong Srisa-an Independent Director2. Mr. Joti Bhokavanij Independent Director3. Mr. Klaus Tuengeler KfW-nominated Director (with the alternate of Mr. Andreas Klockeor Mr. Claus Stadler)

52 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED4. Mr. Supachai Chearavanont CP-nominated Director5. Mr. Athueck Asvanund CP-nominated DirectorIn the case of any major shareholder having a conflict of interest, Directors nominated by the said shareholder willabstain from the Independent Committee Meeting.Compensation and Nominating CommitteeThe Compensation and Nominating Committee is responsible for determining the compensation and considering thenomination of the directors of the Company. The committee consists of the following members:1. Mr. Dhanin Chearavanont2. Mr. Heinrich Heims3. Mr. Soopakij Chearavanont4. Mr. Umroong SanphasitvongFinance CommitteeThe Finance Committee assists the Company in reviewing and monitoring the financial management of the Company.The committee consists of the following members:1. Dr. Ajva Taulananda2. Mr. Chaleo Souvannakitti3. Mr. Heinrich Heims (alternates being Mr. Klaus Tuengeler or Mr. Andreas Klocke)4. Mr. Umroong SanphasitvongCorporate Governance CommitteeCorporate Governance Committee is responsible for setting policy on Corporate Governance of the Company.The Committee consists of the following members:1. Dr. Ajva Taulanada2. Mr. Vitthya Vejjajiva3. Mr. Claus Stadler4. Mr. Athueck Asvanund5. Mr. Supachai Chearavanont6. Mr. William E. Harris

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED53Executive OfficersAs of 31 st December 2004, the executive officers of the Company are as follows:1. Mr. Supachai Chearavanont Director, President andChief Executive Officer2. Mr. Vichaow Rakphongphairoj Director, Managing Director andChief Operating Officer3. Mr. Chatchaval Jiaravanon Director and Managing Director-GroupInvestment4. Mr. Athueck Asvanund Vice Chairman, Group General Counsel andActing Company Secretary5. Mr. William E. Harris Chief Financial Officer6. Mr. Thiti Nantapatsiri Managing DirectorHome / Consumer Solution & Highspeed Access7. Mr. Adhiruth Thothaveesansuk Managing DirectorOffice / SME Solution & Wireless Access8. Mr. Songtham Phianpattanawit Managing DirectorCorporate Solution, Wholesales & DataRemark:1. Executive Officers mean Directors, President or persons with managerial authority who are among the top fourranking individuals in the Company, after the President, and all other persons who occupy a position equivalent tosuch a top four ranking individual.2. Additional information related to the Companyûs Executive Officers is as follows:a) History of Offence : noneb) Debt owed to the Company or its Subsidiaries : nonec) Material Connected Transactions : noneAuthority and Responsibility of the PresidentThe President has the authority to supervise and carry on the Companyûs day-to-day business, and in case any matter/transaction is important, the President will submit said matter/ transaction to the independent directors and/or the relevantCommittee (such as the Finance Committee, the Compensation and Nominating Committee or the Independent Committee)and/or the Board of Directors, as the case may be, to approve said matter/ transaction. In addition, the President has noauthority to approve any matter/ transaction that he or the person who may have a conflict of interest or any other form ofconflict, which the Company or the Companyûs subsidiaries have or propose to enter into, with the Company or theCompanyûs subsidiaries. In such case, such matter/ transaction shall have to be approved by the independent directors and/or the relevant Committee and/or the Board of Directors, as the case may be.

54 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDRemuneration for the Companyûs Directors and the Executive Officers(1) Remuneration of the DirectorThe 20 committee members are remunerated Baht 37.20 million for the Year 2004.Details of Remuneration of each Director are as follows:ChairmanHonorary ChairmanVice ChairmanDirectorBaht 300,000 per monthBaht 200,000 per monthBaht 150,000 per monthBaht 100,000 per monthIn this connection, any director being the Companyûs employee shall receive the directorûs remuneration in addition tohis salary as employee.Furthermore, Independent Directors who hold a position in the Committee, shall receive the remuneration as follows:Independent Director who is alsoBaht 300,000 per monththe Chairman of the CommitteeIndependent Director who is alsoBaht 200,000 per montha member in the CommitteeWhereby the remuneration of the Independent Directors who are not the member in the Committee and directors who arenot the Independent Directors shall remain the same.(2) Remuneration of the Executive OfficersThe 8 executives at the top level received remuneration totaling Baht 96.05 million for the Year 2004 from January toDecember, which included Baht 85.20 million for salary, Baht 6.94 million for bonus and Baht 3.90 million for provident fund.(3) Other Compensation(3.1) Employee Stock Option Plan 2004(3.2) Employee Stock Option Plan 2003(3.3) Employee Stock Option Plan 2002(3.4) Employee Stock Option Plan 2000(3.1) Employee Stock Option Plan 2004The Extraordinary General Shareholders Meeting No. 2/2547 of the Company for the year 2004 held on 10 th June2004 has approved the issuance and the offer of non-transferable warrants to purchase the Companyûs ordinary shares tocertain Directors and employees at executive level totaling not exceeding 35 persons. Summary details are as follows:

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED55Number of Warrants Issued and Outstanding: 18,274,444 unitsDate of Issuance : 7 th February 2005Maturity: 5 years from the issuance dateDate of Expiry : 6 th February 2010Exercise PeriodExercise Ratio: Each Warrant Holder received 3 separate warrant certificates.Each certificate represented 1/3 of the whole amount ofwarrants allotted and shall be exercisable for subscribingordinary shares as follow:The 1 st Certificate: Warrant Holders shall be starting exercisingfrom 7 th February 2006 until its expiration.The 2 nd Certificate: Warrant Holders shall be starting exercisingfrom 7 th February 2007 until its expiration.The 3 rd Certificate: Warrant Holders shall be starting exercisingfrom 7 th February 2008 until its expiration.: One unit of warrants entitles to purchase one ordinaryshare at Baht 11.20(3.2) Employee Stock Option Plan 2003The Annual General Shareholders Meeting of the Company for the year 2003 held on April 11, 2003 has approved theissuance and the offer of non-transferable warrants to purchase the Companyûs ordinary shares to certain Directors andemployees at executive level totaling not exceeding 35 persons. Summary details are as follows:Number of Warrants Issued and Outstanding(as at 28 th February 2005): 18,097,664 unitsDate of Issuance : 17 th June 2003Maturity: 5 years from the issuance dateDate of Expiry : 16 th June 2008

56 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDExercise PeriodExercise Ratio: Each Warrant Holder received 3 separate warrant certificates.Each certificate represented 1/3 of the whole amount ofwarrants allotted and shall be exercisable for subscribingordinary shares as follow:The 1 st Certificate: Warrant Holders shall be starting exercisingfrom 17 th June 2004 until its expiration.The 2 nd Certificate: Warrant Holders shall be starting exercisingfrom 17 th June 2005 until its expiration.The 3 rd Certificate: Warrant Holders shall be starting exercisingfrom 17 th June 2006 until its expiration.: One unit of warrants entitles to purchase one ordinaryshare at Baht 5.20(3.3) Employee Stock Option Plan 2002The Annual General Shareholders Meeting of the Company for the year 2002 held on April 12, 2002 has approved theissuance and the offer of non-transferable warrants to purchase the Companyûs ordinary shares to certain Directors andemployees at executive level totaling not exceeding 35 persons. Summary details are as follows:Number of Warrants Issued and Outstanding: 37,131,597 unitsDate of Issuance : 14 th June 2002Maturity: 5 years from the issuance dateDate of Expiry : 13 th June 2007Exercise Period: Each Warrant Holder received 3 separate warrant certificates.Each certificate represented 1/3 of the whole amount of warrantsallotted and shall be exercisable for subscribing ordinaryshares as follow:

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED57Exercise RatioThe 1 st Certificate: Warrant Holders shall be starting exercisingfrom 14 th June 2003 until its expiration.The 2 nd Certificate: Warrant Holders shall be starting exercisingfrom 14 th June 2004 until its expiration.The 3 rd Certificate: Warrant Holders shall be starting exercisingfrom 14 th June 2005 until its expiration.: One unit of warrants entitles to purchase one ordinaryshare at Baht 10.60(3.4)Employee Stock Option Plan 2000The Annual General Shareholders Meeting of the Company for the year 2000 held on April 27, 2000 has approved theissuance and offer of non-transferable warrants to purchase the Companyûs ordinary shares to certain Directors andemployees at executive level totaling not exceeding 35 persons. Summary details are as follows:Number of Warrants Issued and Outstanding: 36,995,000 unitsDate of Issuance : 9 th June 2000MaturityDate of Expiry : 9 th June 2010: 10 years from the issuance dateExercise Period : (a) Warrant Type 1:Each Warrant Holder received 3 separate warrant certificates.Each certificate represented 1/3 of the whole amount of warrantsallotted and is exercisable for subscribing ordinary shares startingfrom June 30, 2000, 2001 and 2002 respectively.Exercise Ratio(b) Warrant Type 2:Each Warrant Holder received 3 separate warrant certificates.Each certificate represented 1/3 of the whole amount of warrantsallotted and is exercisable for subscribing ordinary shares startingfrom December 31, 2000, 2001 and 2002 respectively.: One unit of warrants entitles to purchase one ordinaryshare at Baht 10.60

58 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDDetails of Warrant-holding under ESOP PlanNameWarrants underESOP 2004No. ofwarrants% ofProjectWarrants underESOP 2003No. ofwarrants% ofProjectWarrants underESOP 2002No. ofwarrants% ofProjectWarrants underESOP 2000No. ofwarrants% ofProject1. Dr. Ajva Taulananda ------ ------ ------- ------ ------- ------ 2,240,000 6.062. Mr. Soopakij Chearavanont ------ ------ ------ ------ ------ ------ 4,130,000 11.163. Mr. Supachai Chearavanont 2,434,077 12.74 3,696,402 18.61 7,058,824 19.01 6,510,000 17.604. Mr. Vichaow Rakphongphairoj 1,277,890 6.69 1,617,176 8.14 3,088,235 8.32 2,800,000 7.575. Mr.Chatchaval Jiaravanon 1,277,890 6.69 1,940,611 9.77 3,705,882 9.98 4,130,000 11.166. Mr. Athueck Asvanund 1,331,136 6.97 2,021,470 10.18 3,860,294 10.40 5,320,000 14.387. Mr. William E. Harris 1,277,890 6.69 1,297,838 6.53 3,000,000 8.08 945,000 2.558. Mr. Adhiruth Thothaveesansuk 1,277,890 6.69 850,404 4.28 1,503,662 4.05 ------ ------9. Mr. Thiti Nantapatsiri 1,277,890 6.69 ------ ------ ------ ------ ------ ------10. Mr. Songtham Phianpattanawit 1,277,890 6.69 ------ ------ ------ ------ ------ ------

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED59Insider Trading PolicyThe Company is currently in compliance with applicable laws to monitor and prevent the personal use of confidentialinformation of the Company by its management, including the use of said information for the purpose of insider trading.Material information which has not yet been disclosed will be kept confidential but will be disclosed only to the relevant seniormanagement of the Company. The relevant senior management of the Company who shall access or receive said informationare required to report their trading of shares in the Company pursuant to the Regulations of the Office of the Securities andExchange Commission Regarding Rules, Conditions, and Procedures Governing the Preparation and Disclosure of Reportson Securities Holdings, in order to prevent insider trading using internal information, and to ensure that the trading of sharesby çinsidersé of the Company is transparent.In addition, the Company has been carrying on the comparative study of the insider trading policies of various foreigninstitutions to be applied as a guideline to enhance transparency and boost the confidence in the Company amongst theanalyst and investor community.Internal ControlsAfter an assessment of the Companyûs internal controls with the Audit Committee, the Board of Directors has an opinionthat the Companyûs internal controls are adequate and suitable. Moreover, the external auditor has an opinion that they/it didnot encounter any matter involving internal controls and its operation which are considered to be material weaknesses thatcould have a material effect on the financial statements. The Board also emphasized the development of the CompanyûsCorporate Governance in order to improve the internal controls within the Company on a continuing basis.PersonnelAs of 31 st December 2004, the total number of employees is as follows:Work Group and ClassificationNo. of EmployeesManagement 82Service Area & Network Operation 2,273Marketing & Sales 425Information Technology 242Customer Services 799Finance & Accounting 230Supporting 286Total 4,337Source : the Company

60 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDRemuneration for the Companyûs EmployeesRemunerationIn 2004, the total remuneration for employees was approximately Baht 2,026.89 million which consists of wages, salaries,bonus, overtime compensation, commission, provident fund and others. (please see details in the note 27 to the financialstatements)Other Compensation & BenefitsHealth Plans and Employee Welfare- In-house clinic- Annual Medical Check-up- New Employeeûs Medical Check-up- Group Health Insurance- Group Accident Insurance- Group life Insurance- In case of death: Baht 30,000. - / Person- Social Security Fund- Each of the Company and employees contributes 5% of monthly salary (If any employeeûs salary is more than Baht15,000 a month, it was calculated only Baht 15,000 as the basic of funding). Said employee will gain special benefitsfrom the Fund to have medical treatment at designated hospitals.Paid Annual Leave- After 1 year of service, employees are eligible for annual leave as below:- Assistant Director Level and upwards are eligible for 15 days per annum and the others are eligible for 10 daysper annum- Employees have to take accountability to complete their annual leave by December otherwise, annual leave cannotbe accumulated to the subsequent year.- Annual leave can be accumulated to the subsequent year only in case of urgent of work. The accumulation shouldbe approved by authorized superior, but the total days should not be more than 30 for level of Assistant Directorand upwards and 20 for the others.Compensation- Monthly Salary- Annual Performance Pay: between 0-4 times of monthly salary, subject to the Companyûs performance andfinancial status.- Retirement: the employee must be at the age of 60 years or early retirement by agreement of companyand employee, severance pay will be paid accord to the labor law.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED61Employee Training and DevelopmentEmployee Training and Development PolicyTo encourage all employees to develop their knowledge, skills and attitude to be able to perform their jobs effectivelyand to be more competent for career advancement, which assists the Company in achieving its corporate strategy andgoals. At present, the Company provides employees with various training and development programs, such as CoreCompetency Program, Functional Competency Program, True Core Business Program, etc.

62 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDDIRECTORSû INFORMATION (AS OF 31 st DECEMBER 2004)Name Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Narong Srisa-an Independent 77 10,000 Shares 1998-Present Independent DirectorDirectorTrue Corporation Public CompanyLimitedPresent ChairmanAdvanced Agro Public CompanyLimitedChairmanThanakorn Vegetable Oil ProductsCompany LimitedChairmanSurabangyikhan Company LimitedChairmanThai Beverage Can LimitedChairmanEastern Seaboard Industrial Estate(Rayong) Company LimitedChairmanThai Alcohol Public CompanyLimitedChairman of the Executive BoardSiam Food Products PublicCompany LimitedChairman of the Executive BoardBeer Thai (1991) Public CompanyLimitedVice ChairmanBerli Jucker Public CompanyLimited

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED63Name Position Age True Share Experience(Year) Ownership(31/12/47)Vice ChairmanGeneral Tobacco Company LimitedVice ChairmanThai Beverages Public CompanyLimitedExecutive DirectorCom-link Company LimitedMr. Vitthya Vejjajiva Independent 68 - 1998-Present Independent Director andDirectorChairman of the Audit Committee,and ChairmanTrue Corporation Public Companyof the AuditLimitedCommitteeChairmanK Line (Thailand) Companyand its subsidiaries1991-1992 Permanent Secretary of the Ministryof Foreign Affairs1998 Ambassador Extraordinary andPlenipotentiary of the United Statesof America1984 Ambassador Extraordinary andPlenipotentiary of Belgiumand the European Community1981 Ambassador Extraordinary andPlenipotentiary of Canada1979 DirectorGeneral of Department ofEconomic Affairs

64 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDName Position Age True Share Experience(Year) Ownership(31/12/47)Dr. Kosol Petchsuwan Independent 66 - 1999-Present Independent Director and MemberDirectorof the Audit Committeeand MemberTrue Corporation Public Companyof the AuditLimitedCommittee1999-Present PresidentThe TelecommunicationsAssociation of Thailand2000-2001 ChairmanThe Aeronautical Radio ofThailand Company Limited1997-2001 DirectorThe Press Council of Thailand1998-2000 Independent Director and memberof the Audit CommitteePTT Exploration and ProductionPublic Company LimitedMr. Joti Bhokavanij Independent 62 - 1999-Present Independent Director andDirectorMember of the Audit Committeeand MemberTrue Corporation Public Companyof the AuditLimitedCommittee 2000-2001 Executive ChairmanTISCO Finance Public CompanyLimited1994-1997 Executive ChairmanThai Wah Group of Companies1992-1994 Managing DirectorThe East Asiatic (Thailand)Company LimitedConsult-General of Denmarkfor Bangkok

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED65Name Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Dhanin Chearavanont Chairman 65 - 1989-Present ChairmanTrue Corporation Public CompanyLimitedChairman and Chief Executive OfficerCharoen Pokphand Group CompanyLimited and Chia Tai GroupCompany LimitedChairmanCharoen Pokphand Foods PublicCompany LimitedMr. Sumet Jiaravanon Vice Chairman 70 150,000 shares 1993-Present Vice ChairmanTrue Corporation Public CompanyLimitedExecutive ChairmanCharoen Pokphand GroupCompany LimitedDr. Ajva Taulananda Vice Chairman 67 - 1992-Present Vice ChairmanTrue Corporation Public CompanyLimitedVice ChairmanCharoen Pokphand GroupCompany LimitedChairmanThe Thai Chamber of Commerceand Board of Trade of Thailand1993-1999 Director and PresidentTrue Corporation Public CompanyLimited1991-1992 Duputy MinisterMinistry of Agriculture andCooperatives

66 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDName Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Chaleo Souvannakitti Vice Chairman 76 3,500,000 shares 1992-Present Vice ChairmanTrue Corporation Public CompanyLimitedDirectorTelecom Holding Company LimitedMr. Athueck Asvanund* Vice Chairman 53 - 1997-Present Vice Chairman andandGroup General CounselGroup GeneralTrue Corporation Public CompanyCounselLimitedDirectorTelecom Holding Company LimitedDirectorTrue Multimedia Company LimitedGroup General CounselCharoen Pokphand GroupCompany LimitedDirectorCP Seven Eleven CorporationPublic Company LimitedDirectorUnited Broadcasting CorporationPublic Company Limited2002-Present DirectorTA Orange Company LimitedPresent DirectorAqua-Agri FoodsInternational, Inc.1978-1997 Baker & McKenzie* Authorized Signatory

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED67Name Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Supachai Director, 37 1,240,000 shares 1999-Present Director, President andChearavanont* President Chief Executive OfficerandTrue Corporation Public CompanyChief ExecutiveLimitedOfficer 1992-1999 Director and Senior ExecutiveVice PresidentTrue Corporation Public CompanyLimitedMr. Soopakij Director 40 - 1992-Present DirectorChearavanont*True Corporation Public CompanyLimited2000-Present Executive ChairmanTelecom Holding CompanyLimited1998-Present ChairmanUnited Broadcasting CorporationPublic Company Limited1991-Present ChairmanLucent Network Technology(Thailand) Limited* Authorized Signatory

68 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDName Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Chatchaval Director 42 - 1993-Present Director and Managing DirectorJiaravanon* and Group InvestmentManagingTrue Corporation Public CompanyDirectorLimitedGroup2001-Present Director and Member of AuditInvestmentCommitteeTicon Industrial ConnectionPublic Company Limited2000-Present President and C.E.O.Telecom Holding CompanyLimitedIndependent DirectorCal-Comp Electronics (Thailand)Public Company Limited1998-Present Executive ChairmanCambodia Mobile TelephoneCompany Limited1997-Present C.E.O.,True Multimedia Company LimitedTrue Internet Company LimitedAsia Infonet Company Limited1992-Present DirectorThai Kodama Company Limited1990-Present DirectorMetro Machinery PublicCompany Limited* Authorized Signatory

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED69Name Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Vichaow Director 47 - 2000-Present Director, Managing Director andRakphongphairoj* Managing Chief Operating OfficerDirectorTrue Corporation Public CompanyandLimitedChief Operating 1998-2000 E.V.P., Business & EnterpriseOfficerTrue Corporation Public CompanyLimited1997-1998 E.V.P., Central Operation &Information TechnologyTrue Corporation Public CompanyLimited1996-1997 Region Director,Bangkok-Southeast RegionTrue Corporation Public CompanyLimited1995-1996 Region Director,Bangkok-West RegionTrue Corporation Public CompanyLimited* Authorized Signatory

70 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDName Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Umroong Director 51 384,000 shares 2001-Present DirectorSanphasitvongTrue Corporation Public CompanyLimitedPresent Deputy Group CFOCharoen Pokphand GroupCompany LimitedDirectorC.P. Seven Eleven PublicCompany LimitedDirectorVinythai Public Company LimitedDirectorAyudhya Allianz C.P. PublicCompany LimitedDirectorCPPC Public Company LimitedMr. Heinrich Heims Director 53 - 2000-Present DirectorTrue Corporation Public CompanyLimited2004-Present COO / Member of the Boardof Managing Directors ofKfW IPEX-Bank1998-Present Senior Vice President - Exportand Project Finance KfW1978-1998 Export FinanceKfW

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED71Name Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Klaus Tuengeler Director 63 - 2000-Present DirectorTrue Corporation Public CompanyLimitedPresent First Vice President-Export andProject FinanceTelecommunications, NaturalResourcesKfWMr. Claus Stadler Director 46 - 2000-Present DirectorTrue Corporation Public CompanyLimitedPresent Deputy General Counsel, Head ofthe Legal Department (Frankfurt)KfWMr. Andreas Klocke Director 48 3,500 shares 2000-Present DirectorTrue Corporation PublicCompany LimitedPresent Head of KfWûs South-East AsiaRegional office in Bangkok inCharge of KfW Affairs in Thailandand South- East Asia Region

72 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDName Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Harald Link Director 49 50,000 shares 2000-Present DirectorTrue Corporation Public CompanyLimited1987-Present Managing PartnerB. Grimm & Co. R.O.P.ChairmanB. Grimm Group of Companies1981-1986 Director, Executive CommitteeB. Grimm & Co. R.O.P.1979-1980 Assistant to Managing PartnerB. Grimm & Co. R.O.P.Dr. Lee G. Lam Director 45 - 2003-Present DirectorTrue Corporation Public CompanyLimitedVice Chairman / President &CEOChia Tai Enterprises InternationalLimited2001-2003 Managing DirectorBOC International HoldingsLimited (çBOCIé)1999-2001 Executive DirectorSingapore Technologies Telemedia1998-1999 Partner-in-chargeHeidrick & Struggles1996-1998 President & CEOMillicom International Cellular AsiaPacific Operations1993-1995 Managing PartnerA.T. Kearney, Inc.1989-1993 General ManagerCable & Wireless/HongkongTelecom1981-1989 Senior ExecutiveBell Canada

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED73Executive Officersû Information (As of 31 st December 2004)Name Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Supachai Director, 37 1,240,000 shares 1999-Present Director, President andChearavanont President Chief Executive OfficerandTrue Corporation Public CompanyChief ExecutiveLimitedOfficer 1992-1999 Director and Senior ExecutiveVice PresidentTrue Corporation Public CompanyLimitedMr. Vichaow Director 47 - 2000-Present Director, Managing Director andRakphongphairoj Managing Chief Operating OfficerandTrue Corporation Public CompanyChief OperatingLimitedOffice 1998-2000 E.V.P., Business & EnterpriseTrue Corporation Public CompanyLimited1997-1998 E.V.P., Central Operation &Information TechnologyTrue Corporation Public CompanyLimited1996-1997 Region Director,Bangkok-Southeast RegionTrue Corporation Public CompanyLimited1995-1996 Region Director,Bangkok-West RegionTrue Corporation Public CompanyLimited

74 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDName Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Chatchaval Jiaravanon Director 42 - 1993-Present Director and Managing DirectorandGroup InvestmentManagingTrue Corporation Public CompanyDirectorLimitedGroup2001-Present Director and Member ofInvestmentAudit CommitteeTicon Industrial ConnectionPublic Company Limited2000-Present President and C.E.O.Telecom Holding Company LimitedIndependent DirectorCal-Comp Electronics (Thailand)Public Company Limited1998-Present Executive ChairmanCambodia Mobile TelephoneCompany Limited1997-Present C.E.O.True Multimedia Company LimitedTrue Internet Company LimitedAsia Infonet Company Limited1992-Present DirectorThai Kodama Company Limited1990-Present DirectorMetro Machinery PublicCompany Limited

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED75Name Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Athueck Asvanund Vice Chairman 53 - 1997-Present Vice Chairman andandGroup General CounselGroup GeneralTrue Corporation Public CompanyCounselLimitedDirectorTelecom Holding Company LimitedDirectorTrue Multimedia Company LimitedGroup General CounselCharoen Pokphand GroupCompany LimitedDirectorCP Seven Eleven CorporationPublic Company LimitedDirectorUnited Broadcasting CorporationPublic Company Limited2002-Present DirectorTA Orange Company LimitedPresent DirectorAqua-Agri FoodsInternational, Inc.1978-1997 Baker & McKenzieMr. William E. Harris Chief Financial 42 100,000 shares 2001-Present Chief Financial OfficerOfficerTrue Corporation PublicCompany Limited1998-2000 Executive Vice President -Corporate FinanceTrue Corporation PublicCompany Limited1993-1998 DirectorCredit Policy, Verizon Communications,Philadelphia

76 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDName Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Adhiruth Managing 42 - 2003-Present Managing Director-Office / SMEThothaveesansuk Director Solution & Wireless AccessOffice / SMETrue Corporation Public CompanySolution &LimitedWireless AccessActing PresidentAsia Wireless CommunicationCompany Limited2002 Chief Commercial OfficerTA Orange Company Limited2001 Executive Vice PresidentTrue Corporation Public CompanyLimited1998-2002 General ManagerWire & Wireless CompanyLimited1998-2001 PresidentAsia Wireless CommunicationMr. Songtham Managing 47 100,000 shares Present Managing Director - CorporatePhianpattanawit Director Solution, Wholesales & DataCorporateTrue Corporation Public CompanySolution,LimitedWholesales &Executive Director - CorporateDataSolutionTA Orange Company LimitedActing PresidentTrue Multimedia Company LimitedActing PresidentWire & Wireless Company LimitedPresidentTrue Internet Data CenterCompany Limited

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED77Name Position Age True Share Experience(Year) Ownership(31/12/47)2001-2003 Country General Manager / MDIBM Thailand Company LimitedChairmanIBM Solution Delivery CompanyLimited2001-2002 DirectorIBM Storage Product ThailandCompany Limited2000 Director, Sales & MarketingIBM Thailand Company LimitedCountry Manager, System SalesIBM Thailand Company Limited1998 Country Manager Finance &Administration and CFOIBM Thailand Company Limited1997 Service Business ExecutiveIBM Thailand Company Limited

78 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDName Position Age True Share Experience(Year) Ownership(31/12/47)Mr. Thiti Nantapatsiri Managing 51 - Present Managing Director- Home /DirectorConsumer Solution &Home /Highspeed AccessConsumerTrue Corporation Public CompanySolution &LimitedHighspeed 1999-2003 Executive Vice PresidentAccessLoxley Public Company Limited2001-2002 President & CEOHutchison CAT Wireless MultimediaCompany Limited1992-2000 President & CEOHutchison Telecommunications(Thailand) Company Limited1997-1999 First Senior Vice PresidentLoxley Public Company Limited

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED79The Company Directorsû Shareholding in TRUEûs affiliates as at 31 st December 2004 are as follows:Director Company Change Outstandingin 2004 Share(s)Mr. Dhanin Chearavanont Telecom Holding Co., Ltd. - 1Bangkok Inter Teletech Co., Ltd. - 1Mr. Sumet Jiaravanon Bangkok Inter Teletech Co., Ltd. - 1Mr. Chaleo Souvannakitti Telecom Holding Co., Ltd. - 1Telecom International Co., Ltd. - 1Telecom Equipment - 1Manufacturing Co., Ltd.Dr. Ajva Taulananda Telecom International Co., Ltd. - 1Telecom Training and - 1Development Co., Ltd.Telecom Equipment - 1Manufacturing Co., Ltd.U-Net Co., Ltd. - 1True Internet Co., Ltd. - 1(Formerly named AsianetCorporation Co., Ltd.)Asia DBS Public Company Limited - 1Asia Infonet Co., Ltd. - 1Asia Wireless Communication Co., Ltd. - 1True Multimedia Co., Ltd. - 1(Formerly named AsiaMultimedia Co., Ltd.)N.T.U. (Thailand) Co., Ltd. - 1Mr. Chatchaval Jiaravanon Telecom International Co., Ltd. - 1Telecom Equipment - 1Manufacturing Co., Ltd.Wire & Wireless Co., Ltd. - 5

80 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDDirector Company Change Outstandingin 2004 Share(s)U-Net Co., Ltd. - 1True Internet Co., Ltd. - 1(Formerly named AsianetCorporation Co., Ltd.)Asia DBS Public Company Limited - 1Asia Infonet Co., Ltd. - 1Asia Wireless Communication Co., Ltd. - 1True Multimedia Co., Ltd. - 1(Formerly named AsiaMultimedia Co., Ltd.)Yai Kaew Co., Ltd. - 1Mr. Soopakij Chearavanont Telecom International Co., Ltd. - 1Telecom Equipment - 1Manufacturing Co., Ltd.U-Net Co., Ltd. - 1True Internet Co., Ltd. - 1(Formerly named AsianetCorporation Co., Ltd.)Asia DBS Public Company Limited - 1Asia Infonet Co., Ltd. - 1Asia Wireless Communication Co., Ltd. - 1True Multimedia Co., Ltd. - 1(Formerly named Asia Multimedia Co., Ltd.)Mr. Supachai Chearavanont Telecom Holding Co., Ltd. - 1Telecom International Co., Ltd. - 1Telecom Training and - 1Development Co., Ltd.Telecom Equipment - 1Manufacturing Co., Ltd.Wire & Wireless Co., Ltd. - 5

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED81Director Company Change Outstandingin 2004 Share(s)U-Net Co., Ltd. - 1True Internet Co., Ltd. - 1(Formerly named AsianetCorporation Co., Ltd.)Asia DBS Public Company Limited - 1Asia Infonet Co., Ltd. - 1Asia Wireless Communication Co., Ltd. - 1True Multimedia Co., Ltd. - 1(Formerly named Asia Multimedia Co., Ltd.)T-Pay Co., Ltd. 1 1Mr. Athueck Asvanund NC True Co., Ltd. - 1T-Pay Co., Ltd. 1 1Mr. Harald Link Telecom Equipment 480,000 480,000Manufacturing Co., Ltd.Mr. Vichaow Telecom International Co., Ltd. - 1Rakphongphairoj Telecom Equipment - 1Manufacturing Co., Ltd.U-Net Co., Ltd. - 1True Internet Co., Ltd. - 1(Formerly named AsianetCorporation Co., Ltd.)Asia DBS Public Company Limited - 1Asia Infonet Co., Ltd. - 1Asia Wireless Communication Co., Ltd. - 1True Multimedia Co., Ltd. - 1(Formerly named Asia Multimedia Co., Ltd.)K.I.N. (Thailand) Co., Ltd. - 1T-Pay Co., Ltd. 1 1

82 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDDuring 2004, the Group carried out the transactions with subsidiaries, associates, joint ventures and related companiesand persons as disclosed in the Note 4, Note 9, Note 12, Note 17, Note 22 and Note 32 to financial statements for yearended 31 st December 2004.Measures and Procedures for Approving the Entering into of Connected TransactionsThe Company has measures and procedures for approving the entering into the connected transactions in compliancewith the Rules and Regulations of the office of Securities and Exchange Commission (çSECé) and the Stock Exchange ofThailand (çSETé), and the provisions of the Public Companies Act, i.e. related party transactions must obtain approval fromthe Independent Directors. If any related party transaction is deemed to be a connected transaction, said transaction mustobtain approval from the Audit Committee, the Board of Directors and/or Shareholders Meeting as the case may be,according to the Regulation of the Stock Exchange of Thailand. Moreover, the Company must comply with the terms andconditions of the Common Terms Agreement First Amendment and Restatement Agreement dated 14 th October 2003 whichis the principal debt agreements executed between the Company and its Secured Creditors, and related agreements. Thekey terms and conditions in said Agreement and related agreements with regard to connected transactions specify that theCompany shall not enter into any contract, agreement, or arrangement with any affiliates other than on armsû length openmarket terms. Apart from the foregoing obligation, the terms and conditions of the Shareholders Agreement executed withKreditanstalt für Wiederaufbau dated 22 nd December 1999 specify that the Company shall have to disclose the entering intoany connected transactions of the major shareholders or its affiliates.Policy for Future Connected TransactionsIn addition, in order to strictly comply with the rules and regulations of the SEC and the SET, the Company has appliedsaid rules and regulations in implementing an internal guideline for connected transactions by undertaking a comparativestudy of the connected transactions guidelines from various foreign institutions to enhance transparency and create parallelunderstanding with foreign analysts and investors. With regard to future connected transactions, the Company anticipatesthat there will be connected transactions in the ordinary course of business of the Company with its affiliates and theCompany shall proceed with such transactions in a transparent manner pursuant to the good corporate governance policyof the Company as well as all relevant regulations.

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED831. Audit feesThe Company and subsidiaries paid for audit fees of Baht 13,431,000 for the year 2004 to appointed auditing firm.2. Other non-audit feesThe Company paid for other non-audit fees, i.e. engagement to perform agree-upon procedures and IT internal auditconsulting services to appointed auditing firm. The fee amount of Baht 2,208,000 was paid during the year and the remainingamount of Baht 366,800 was carried forward to the following year upon the completion of work.

84 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDBy virtue of a resolution of the Board of Directors of the Company passed at its meeting No. 1/2546 held on 27 thFebruary 2003, the Audit Committee was re-appointed to perform duties and discharge responsibilities under the charter forthe Audit Committee. During the year 2004, the Audit Committee proceeded as follows:1. held 8 committee meetings in 2004 in order to discharge its functions as assigned by the Board of Directors. Themanagement was invited to provide extra information in certain agenda items. The Audit Committee reported itsactivities to the Board of Directors on a quarterly basis;2. considered and proposed the appointment and remuneration of PricewaterhouseCoopers ABAS Limited as theCompanyûs external auditor for the year 2005;3. reviewed the quarterly and annual financial reports of the Company and its subsidiaries to ensure correctness,reliability and adequacy of information disclosed, reflecting good corporate governance;4. acknowledged the Audit Plan and external auditorûs findings and provided recommendations;5. considered the internal audit plan under risk-based approach and the monthly, quarterly and annual results as well assubmitted suggestions on actions to be taken by the management, and also on following up the progress of these actions;6. regularly reviewed the Companyûs and its subsidiariesû practices relating to connected transactions to ensurecompliance with the regulations of the Stock Exchange of Thailand;7. closely monitored the work progress of Internal Audit Department in order to enhance effectiveness of the internalaudit function and continuously ensured that the Company improved its internal controls system to enhanceefficiency and effectiveness and ensure appropriate compliance with applicable regulatory requirements;Towards this end, the Management upon the recommendation of the Audit Committee engagedPricewaterhouseCoopers Risk Management Services Limited to provide IT internal audit consulting services which aimfor development of the standards and performance of the IT internal audit activities. In this regard, the Audit Committeehas been closely monitoring the progress of the consulting services project which was completed in 2004.This project, which has achieved its purpose, is an essential step in strengthening the IT internal audit functionof the Company;8. initiated a synergic combination of TRUE and TA Orange Internal Audit functions. In view of such synergy,the combined Internal Audit Department will be further strengthened and more effective towards attaining its goals.(Mr. Vitthya Vejjajiva)Chairman of the Audit Committee

ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED85The Board of Directors is responsible for the financial statements of the Company and its subsidiaries. Theaforementioned financial statements have been prepared in accordance with Generally Accepted Accounting Principles, usingappropriate accounting policy consistently employed by the Company as well as applying careful judgment and bestestimation. Important information is adequately disclosed in the notes to financial statements.The Board of directors has provided and maintained an efficient internal controls system to ensure that accountingrecords are accurate, complete and adequate to protect its assets.To accomplish this task, the Board of Directors has appointed an Audit Committee, which consists of IndependentDirectors responsible for the quality of financial statements and internal controls system, whose comments on these issuesare readily included in the Audit Committee Report in this Annual Report.The Board of Director is of the opinion that the Companyûs overall internal controls system is adequate and suitable andhas rendered credibility and reliability to the financial statements of the Company and its subsidiaries for the year ended 31 stDecember 2004.

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ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED9331 December 2004

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96 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDThe accompanying notes on pages 102 to 158 are an integral part of these financial statements.

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98 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDThe accompanying notes on pages 102 to 158 are an integral part of these financial statements.

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