Table of contents

Message from Chairman of the Board Summary of Financial Information Nature of Business Industry Overview Risk Factors Shareholding Structure Corporate Governance Related Party Transaction Management Discussion and Analysis Corporate Social Responsibility Activities General Information Directors and Executives’ Profile Report of the Audit Committee Report and Consolidated Financial Statements and Separate Financial Statements

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Message from Chairman of the Board Dear Shareholders, In the year 2012, the car rental business enjoyed a positive growth in consistent with the country's progressing economy, thanks to the increased demand of service among corporate clients who envisage the use of rental car service as a progressive solution towards business expansion, where priority is the controls of budget and of administrative costs. The rental car service, as a result, saw this as an opportunity to expand itself in terms of Operating Lease service. Despite adverse effects of the 2011 great flood during the fourth quarter, and of the delay in car delivery generated by the popular government 'First Car' tax return scheme in the previous year, the situation has now relieved and the car delivery is currently back on its track and up to speed, in conformity with the increasing market demand. The growing trend of car leasing industry -- featured by better liquidity in financial institutions -- is boosting competitiveness in the industry. The Company is still holding the good business turnover as it always does. This is supported by increasing prices of used cars, and the Company's determination to offer only the excellence in service, notably in forging better relationship with customers and trading partners, as well as opening new windows of opportunity to exchange ideas purported to further cooperation of business expansion. The Company is now ready for future expansion by having already set to expand our customer service related staff and other supporting members of staff, to ensure our business partners of our long-term commitment and determination to offer satisfaction to our customers. In December last year, our subsidiary company opened a new used car outlet on Phahonyothin road at Kaset-Nawamin intersection. Being the third of its branches, the Company is even more assured that it is capable of increasing profit from selling away used car, and company cars exceeding leasability period. The new outlet became a plus of the existing branches of the kind as it helps opening a new channel to sell used cars, and it helps to reduce the depreciation cost generated by time to keep the stock until it is sold. For these matters, the spending of administrative cost had been spent more efficiently. The Company will also still be holding on fast to our policies of responsibility towards environment and society under good governance, with great concerns for all parties. I would like to take this opportunity to express my deepest gratitude to all shareholders, customers, and business partners, for your continuous support; and to our precious members of staff, who work responsibly and are always a part of our achievement and prosperity of the Company.

(Mr. Paitoon Chantarasereekul) Chairman

Financial Data

Consolidated Financial Statements Year 2010

(Audited)

Consolidated Financial Statements Year 2011

(Audited)

Consolidated Financial Statements Year 2012

(Audited)

Amount % Amount % Amount %

Statements of Income (Million Baht)

Income from rental car 1,073.39 48.87 1,096.94 47.94 1,101.86 45.70

Income from sale of car 1,059.06 48.22 1,098.56 48.01 1,309.21 54.30

Other Income 63.88 2.91 92.67 4.05 91.17 3.78 Total Expense 1,697.32 77.28 1,729.58 75.59 1,887.42 78.28

Profit before financial costs and income tax 499.01 22.72 558.59 24.41 614.82 25.50

Financial costs 118.66 5.40 103.04 4.50 92.08 3.82

Income tax 34.62 1.58 130.06 5.68 125.46 5.20 Net Profit 345.74 15.74 325.50 14.23 397.29 16.48

Balance Sheets (Million Baht)

Total Assets 3,542.01 100.00 3,652.17 100.00 3,658.91 100.00

Total Liabilities 2,264.68 63.94 2,247.98 61.55 2,054.91 56.16

Shareholders’ Equity 1,277.33 36.06 1,404.19 38.45 1,604.00 43.84

Shares Total number of shares issued (Million Shares) 250.00 250.00 250.00

Book value per share (Baht) 5.11 5.62 6.42

Profit (Loss) per share (Baht) 1.38 1.29 1.59

Dividends per share (Baht) 0.74 0.76 0.82

Financial Ratios

Gross Profit Margin (Excluding Profit on Sale of Rental Assets) (%)

16.46% 19.11% 17.15%

Gross Profit Margin (Including Profit on Sale of Rental Assets)

26.28% 27.66% 28.96%

Operating Profit Margin 22.72% 24.41% 24.57%

Net Profit Margin 15.74% 14.23% 15.88%

Return on Assets (ROA) 13.95% 15.53% 16.82%

Return on Equity (ROE) 29.07% 24.28% 26.41%

Financial Highlights

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Nature of Business 1.History and important development

Krungthai Car Rent and Lease Public Company Limited registered since January 29, 1992 under the name of “Krungthai Car Rent International Co., Ltd.” by Khun Paitoon Chantarasereekul with registered capital of Bath 4 million which belonged to Chantarasereekul group for 100%. The Company operated car leasing business both short term (daily-weekly-monthly basis) and long term (operating lease 1-5 years) to corporate client both government agencies and private companies including individual clients together with the policies of excellent service and customer satisfaction orientation. The Company also worked as partnership and focused on excellent result for all business partners including the improvement of working system to enhance the service quality enabling the solid and continuous growth of the Company. In August 2004, the Company became a Public Company namely “Krungthai Car Rent and Lease Public Company Limited” and changed in the par value of Baht 1,000 per share to Baht 1 per share. In November 2005, the Company sold 50 million common shares to the public so that the new Company paid-up capital is as of Baht 250 million. The Company was listed on the Stock Exchange of Thailand by December 2005. In June 2005, the Company invested in Krungthai Automobile Co., Ltd., a subsidiary company, whose nature of business is the sales of used cars and leased cars that have exceeded its leasability period under the front name of “Toyota Sure”, in which the Company held 37,999,300 baht (accounted to 95% of total shares). As a development, the Company in January this year increased its proportion of investment in the subsidiary company to 100% of the total shares. For the current moment, the subsidiary company owns three branches of used car outlet -- 1) Headquarters on Kanchanabhisek road, 2) Srinagarindra road branch, and 3) the newly-established Kaset branch opened in December last year. 2. Overview of Business Krungthai Car Rent and Lease Public Company Limited operates the rented car as operating lease with the agreement of not more than 5 years and short term rent of not more than 1 year. In addition the Company also sell the expired leasing car via distribution channels which are subsidiary companies that bring the profit of selling expired leasing car as well. The rented cars are mainly be Japanese brand which has high turnover and can be classified as small car, medium car, big car, van and pickup which are Toyota, Honda, Isuzu, Nissan and etc. Moreover, the Company also provides European rented car to serve all customer need and to create value added for our service. The company provides first class insurance for all cars and the Company responsible for the expense related to the vehicle i.e. expense for registration and vehicle tax, inspection expense, maintenance expense including 24 hour-call center to support the client in case of emergency and car replacement in case of accident or loss. In case of loss, the Company will the compensation from the insurance company unless the tenant is a fraud.

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The Company established service center at Head Office located on Rama III road and Asoke branch including the contract service centers more than 800 centers in order to ensure the good care of clients all times and also protected against risks that may have happened to the assets of the company. In addition, the service center on Rama III also open for any individual who requires the maintenance service for Nissan cars.

Presently, the other subsidiary company, Krungthai Automobile Co., Ltd., which the Company holds 95% of total shares operates the business of buying, selling and exchange the variety of used cars in any brands and types. The Company business has been integrated because the Company able to sell the expired leasing car through this channel directly to the client and gain higher price together with less selling administration cost. Moreover the subsidiary company can also make a return to the Group from selling of used cars that purchased from others. As a result, the company gains higher car sales and higher revenue.

3. Structure of Income The Company's structure of income for 2010-2012 is as follows:

Note: 1/ Income from other sources e.g. service centres, received interests, termination fee, and sales promotion. 2/ In January 2013, the Company poured increased shares in its subsidiary company to 100%.

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Source of Income

Operated by Shares

(%)

2010 2011 2012

million baht

% million baht

% million baht

%

1. Rental cars Company 1,073.39 48.87 1,096.94 47.94 1,101.86 44.04

2. Sales of cars Company 673.79 30.68 720.56 31.49 884.55 35.35

3. Sales of cars Subsidiary Company 952/ 385.28 17.54 378.00 16.52 424.66 16.97

4. Other sources1/

Company & Subsidiary Company

63.88 2.91 92.67 4.05 91.17 3.64

TOTAL 2,196.34 100.00 2,288.17 100.00 2,502.24 100.00

Nature of services 1. Operating Lease The operating lease covers a lease term from one year to five years. The target groups include medium and large corporations, multinational corporations, government agencies and state enterprises having demand for vehicle services together with comprehensive supplementary services to reduce their unnecessary expenses relating to vehicle operation and management. The customers can choose the brand name and models of the cars including options and accessories as required. The Company will be responsible for car checking and making a first class insurance which the Company will be the beneficiaries. Moreover, the customers have many choices for after-sales service such as maintenance and repair program and temporary replacement cars. Ownership over the cars still belongs to the Company after the lease agreement becomes expired. The Company has a policy to collect a car rental deposit at the average rate about three months of the rental fee. Nonetheless, the deposit can be waived, depending on the financial status and creditability of the customers. If the customers default on leasing fee for more than 3 months consecutive, the Company will confiscate the rented car and call for all payments as indicated in the agreement. 2. Short Term Rental The Company provides a short-term rental service on a daily, weekly and monthly basis, focusing on the existing operating lease customers who additionally require a short-term rental and other individual and corporate customers. The customers are able to choose from various options classified by size of engines and variety of models. The Company will collect the full rental fee in advance plus deposit. Collection of the said deposit is subject to the qualification of the customers and the model of car to be rent. In case the customers do not want to pay the deposit, they must provide a guarantor and pay the deposit on their behalf and if they default on rental payment for more than three days consecutive, the Company will confiscate the rented car and call for all payments as indicated in the agreement.

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The Company’s revenue mainly came from income on car leases and gains on sale the due cars. Income on car lease is driven from rental payment at fixed amount throughout the rental period. Rental rate is normally determined from the future cash flow from sale of cars. However, the Company will not obtain gain on sale of cars for lease until those cars be sold out. The Company has policy to sell car after expiry lease agreement through its’ subsidiary’s channel which is directly to customers. This leads to higher selling price than wholesales channel. Before selling cars, the Company considers many factors such as the quantities of cars in the inventory, cars condition, useful life, repair cost and repair period. The Company will repair cars before selling in order to get a higher price. The selling price will be set according to the used cars price in the market. In addition to providing such services, the company recognizes the value of the customer. The service is another factor which is of particular importance. This is to increase the value of providing comprehensive services and to provide our customers with the best service as following: 1.) Customer Service Customer Service Officer provides counseling services and gets feedback from the clients to find the appropriate solution in accordance with the requirements of the client under cost effectiveness including knowledge providing on financial and tax management that customers can be obtained from Operating Lease. Moreover, the officers also establish the customer satisfaction surveys to improve the service to maximize the customer satisfaction. 2.) 24 hour-Call Center The company set up a team that will coordinate and make recommendations together with emergency technicians and vehicle movement which is ready to daily assist at the scene with a car towing service for Bangkok and metropolitan area. 3.) Service for Maintenance and Inspection Intervals The Company provides the service for maintenance and inspects the car over the lease with the Preventive Maintenance Program that able to service the client quickly and accurately so that the client can use the car with the most effective and safety. The company has a policy to inspect the car prior to customer delivery and after the repair of the car’s body. The Company also establishes the policy on maintenance and inspection of the car according to the manufacturer standard. The service centers for maintenance and inspection intervals spreads around the country i.e. Headquarters on Rama 3 Road, Asoke branch and other spot centers including the contract center with more than 800 locations. 4.) Service of third party insurance and car insurance The company will undertake to provide third party insurance and deliver to the client. The Company also provides the first class car insurance with a reputation insurance company for every car. 5.) Service for Car Replacement in case of accident or loss In case of accident and loss, the Company provides car replacement to the client under the condition specified in leasing agreement

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Support Business for Car Leasing Purchase and Sale of Used Cars In addition to car rental both of Operating Lease and short-term contracts which are the main business of the Company as above mentioned. The Company conducts its business support services for car leasing is the purchase and sale of used cars operated by a subsidiary company, Krung Thai Automobile Co., Ltd. ("Krungthai Automobile") under the commercial name "Toyota's Krungthai Used Car" which has 3 branches on the Karnchanapisek Road, Khet Bangkhae, Bangkok, the second branch located on Srinakarindra Road, Khet Pravet, Bangkok , and the third branch located on Phahon Yothin Road, Khet Bangkhen Bangkok. Krungthai Automobile has joined with Toyota Motor Thailand Co., Ltd ("Toyota Thailand"), a manufacturer and distributor of Toyota in Thailand for the project of Toyota Sure Program, which sold Toyata used cars under the framework and management advice and assistance activities from Toyota Thailand such as the warranty for used cars sold by Toyota Thailand for 1 year or in a distance of 20,000 kilometers, the supply of inventory and sales channels, assisting in the marketing budget and applied for the support systems and technologies. The project was successful in many countries around the world such as USA, Japan and etc. In addition to the car in the Toyota Sure, Krungthai Automobile also able to sell or buy used cars every brand not limited to only Toyota brand.

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Industry Now, the car leasing companies in Thailand can be divided into 2 types of service. The first one is Financial Lease and Hire Purchase. The second one is the company which mainly is Operating Lease including one- stop service with rental cars. The Financial Lease and Hire Purchase operation is the loan to customers who sign the lease agreement and pay the installment to the lessor. The customers can occupy and use the assets and there is the purchase option or in the agreement identified that the ownership is transferred to the customers when the customers has paid all the installments required by agreement. These operators are mostly financial institutions, subsidiaries of the manufacturers and distributors and other leasing companies. These operators are not the direct competitors even the business operation is similar but the target customers are different as well as the different market strategy especially for pricing and interest strategy. The Operating Lease is the rental agreement which allow customer to use the assets as well as the agreement can be cancellable. The lessee will be responsible for maintenance cost and at the end of the lease, the lessor can re-lease these assets with others. The market strategy will be focused on the service quality which the Company operates this operating lease as the main business. Currently there are many operation lease companies and mainly they focus on the daily or weekly rental however these companies also are considered not our main competitors. The trend of the car rent and lease industry in 2013 according to research and analysis of Thailand's economic issues in the year 2013 published by Kasikorn Research Centre. The analysis has foreseen an economic growth of 5%, in which the car rent and lease industry will benefit from the growth as well. Main forces that drive the economic progress include the rate of export which will bounce back onto the positive side, the increase of spending from both government and private sectors towards the positive, and normal trend. However, risk factors worth keeping watch are mostly from the exterior angle -- the budget cut measures from the USA, and the Eurozone debt crisis.

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From the foregoing, the Company has considered a car leasing and second-hand car sales still able to continuously grow according to economic forecasts. However, the trend on volatility in oil prices, inflation and interest rates could have an impact on all sectors of business. As a result, the business is requested to control costs more including the policy in using of car of the government and the private sector which significantly change from the purchase to rental in order to firm the administration cost. These factors motivate consumers to decide for more rental cars. The Company anticipates that the pricing war is still available. However, the Company was preparing for the competition in every aspect and still committed to maintaining the continuous and stable growth together with an emphasis on providing efficient services to build trust and maximize the benefits to clients.

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As for the trend involving sales of used cars, which is a business in full relation to the sales of the Company's car for rent that exceed their leasability period, is still running towards the positive trend following the increasing overall demand of rental cars, as well as markets of new cars. At the end of 2012, the Company and its subsidiary saw a total sales of 2,267 used cars, a 9% leap from the previous year. At the same time, the Company has opened another new outlet -- Kaset-Nawamin branch, in December last year -- making it the Company's third branch, headquarters included. It is also expected that the sales of used cars in the current year will continuously increase compared to 2012 figure.

It is speculated that the recent government's new 'First Car' tax return scheme will affect the Company's sales of used cars only on a minimal scale, as most of the Company's used cars are of 1,600-cc engines or larger, which does not fall within the scope of the government's scheme of 1,500 cc for passenger car. As for pick-up truck, the subsidiary company has continuously launched various marketing stimuli to increase sales over the years. This year, it is expected that the Company's sales of pick-up trucks will substantially increase thanks to the expansion of branches of “Toyota Sure” outlets, which is believed to boost customers' confidence in purchase of used cars.

Operating risk 1. Interest rate risk In the operating lease business, there is the fixed interest rate throughout the life of the agreement making the Company has the fixed income from rental car. While cost of its operation comes from the interest loan with 2 types; fixed rate and floating rate subject to the market rate of interest. Therefore a risk of the spread of the income received and interest expense will impact directly on the cost and profit of the Company. Therefore the Company has the policy to reduce this risk by finding the cost of fund which complies with the nature of business. The Company has managed risk with 2 aspects; duration and interest rate. In term of duration management, the Company will set the loan period matching with the lease period. Regarding the interest rate risk, the Company will try to obtain loans at a fixed cost to match with the car rental nature by keeping the difference between interest rate and rental income at the levels of profitability and consistence. The proportion of fixed rate and floating rate is as follows: 2. Salvage Value Management Risks The Company operates operating lease business with the period from 1 year to 5 years. After the expiry of agreement, the Company may consider to keep the car for short rental with period from 1 year to 2 years. In case of ineffective management, the Company may risk to obtain too much cars. However, the Company’s subsidiary named Krungthai Automobile Co., Ltd. centralizes the second-hand cars selling under the brand “Toyota Sure” from Toyota Motors (Thailand) Co., Ltd. Thus, the trust from the customers on sold cars and the increasing on selling opportunity can be gained.

Type of Interest

31 December 2010 31 December 2011 31 December 2012

Million Baht % Million Baht % Million Baht % Fixed

Floated 1,745.20

206.47 89.42 10.58

1,725.76 351.91

83.06 16.94

1,722.68 105.75

94.22 5.78

Total 1,951.67 100.00 2,077.67 100.00 1,828.43 100.00

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The Company is aware to maximize the selling capability for excess cars therefore; the management has deployed the policy of assets management as following: 1.) Establish its own service centers and networks of over 500 centers with the expertise in vehicle maintenances. This service center will provide the advice and ensure that the customer maintain the cars in compliance with the maintenance program in order to obtain quality as market requirement and make the selling of used cars easier at a higher price. 2.) Operate the self selling cars by selling direct to the buyer in order to get a good price by using the distribution channel through Krungthai Automobile Co., Ltd. According to the above policies, the Company is able to manage the vehicles efficiently. The Company sold excess cars for the amount of 1,366 cars and 1,269 cars in year 2012 and 2011 respectively. This generates the profit of excess cars of Baht 449.52 million and Baht 341.91 million, respectively.

31 December 2010 31 December 2011 31 December 2012

Million Baht % Million Baht % Million Baht %

Shareholders’ equity 1,160.22 36.57 1,279.75 39.15 1,425.13 44.56

Loans from hire purchase

- Current portion 821.73 25.90 718.28 21.98 525.00 16.42 - Over 1 years 829.27 26.14 722.70 22.11 722.79 22.60 Loans from financial institutions

- Short-term loans 192.47 6.07 306.45 9.38 327.19 10.23

- Long-term loans 168.92 5.32 241.34 7.38 197.80 6.19

Total loans 2,012.39 63.43 1,988.77 60.85 1,772.79 55.44

Total 3,172.61 100.00 3,268.52 100.00 3,197.91 100.00

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3. Liquidity risk The Company has source of fund from shareholders and borrowing with a proportion as follows:

Considering about the source of funds, the Company might be presented risks concerning liquidity, for some of its liabilities are due to be paid back for hire purchase, and to financial institutions. However, when looking closely at the Company's financial statement as of December 31st, 2012, it is apparent that the Company's structure of capital consists of 1) Short-term capital of 852.19 million baht, and 2) A total of long-term capital of 2,345.72 million baht (920.59 million baht of long-term liabilities, and 1,425.13 million baht of shareholders' equity) representing the ratio of short-term to long-term capitals of 27 by 73. Furthermore, when taking into consideration only the amount to be paid back to financial institutions and liabilities generated by purchase orders and hire purchase, the amount is 660.03 million baht. In the previous year, the Company had a policy to take out a loan in the form of hire purchase agreement in a bid to minimise risks believed to emerge from fluctuation of interest rates, which is considered a part of the administrative cost. Besides, the procedure can also impose specific time period of the mentioned hire purchase agreement to correspond with the amount of estimated income from the Company's services offered. Moreover, when taking into consideration the minimum income from future rental under interminable operating lease contracts that fall in the categories of less than one year and more than one year of validity period, as of the end of 2012, they were 856.76 million baht and 1,035.83 million baht respectively, while the current portion of liabilities of 660.03 million baht is due to be paid back within one year; and of the long-term liabilities of 920.60 million baht. However, the Company still holds a decent liquidity generated by the sales of used cars that had exceeded the leasability period. From the 2012 figure, a total of 1,366 used cars had been liquefied, generating 903.98 million baht of cash. the subsidiary company had also opened another branch, making it the third of its kind, to facilitate the liquification of used cars that had exceeded the leasability period. In 2013, the Company will have approximately 1,300 cars exceeding the leasability period, which is considered sufficient to maintain the liquidity of the Company. Apart from the measures described, the Company also follows other policies to ensure better control of the collection of rental income, and more effective marketing of the sales of used cars.

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4. Operating risk The Company is likely to not be able to collect the rent and call back the cars if the selecting customers can not be done carefully, including the lack of effective collection follow up and lack of proper internal control system. In order to reduce the risk, the Company measures the customers selected carefully by consideration in the ability of customers to pay the rent from the operation results and financial positions from the past to the present as well as the reliability of the customers. In addition, the Company has the policy to protect risk from customers individually. For the short-term lease agreement, customers must provide a guarantor or pay the high rental deposit for full advance payment according to the lease period which can protect the risk from its operation in a certain level. For the operation lease agreement, the Company has policy to collect the deposit average 3 months of rental fee. Although the Company still has some risk on uncollectible money after deducting the deposit, the Company’s experience and customer selection process including the effectiveness on debt collection equipped with proper internal control, the Company is tracing these accounts on time and the adequate provide the allowance for doubtful accounts.

5. Marketing risk and Competition Due to the rental cars business has a small legal restriction combined with low capital investment to start a business, result in many entrepreneurs in the car rental market which creates high competition of this business as well. The main competition is the pricing which may affect sales and profits of the Company. In order to reduce this risk, the Company, as the big player, has the clear policy focusing on the Premium Quality and One Stop Service. The Company has implemented a modern and efficient computer system for its operation in order to monitor the service closely and thoroughly. As the big player would result in Economy of Scale leading to save costs and compete in pricing as well. However, the Company does not focus only on pricing strategy. As well as, the Company has selected the clear target group in comply with the long-term leasing policy. The main customers are medium and large corporation including government agencies and state enterprises, etc. These target groups prefer the long-term car leasing with good after-sales service rather than focusing on price only.

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Management Structure Shareholder Structure List of the top 10 major shareholders as of the close of Share Register Book on 29 August 2012 1/ The Chantarasereekul Family includes Mr. Paitoon Chantarasereekul holds 50,000,000 shares represent 20.00% Mrs. Wipaporn Chantarasereekul holds 50,000,000 shares represent 20.00% Mr. Pithep Chantarasereekul holds 24,000,000 shares represent 9.60% Mr. Pichit Chantarasereekul holds 24,000,000 shares represent 9.60% Mr. Pisit Chantarasereekul holds 20,000,000 shares represent 8.00% Miss Pimoltra Chantarasereekul holds 13,357,600 shares represent 5.34% 2/ The Proongpattanasakul Family includes Mr. Taveerach Proongpattanasakul holds 8,100,000 shares represent 3.24% Mr. Taveesak Proongpattanasakul holds 224,400 shares represent 0.09% Ms. Suparat Proongpattanasakul holds 10,000 shares represent 0.001% 3/ The Pao-in Family includes Mr. Chitthada Pao-in holds 5,432,100 shares represent 2.17% Mr. Phahol Pao-in holds 726,300 shares represent 0.29% Mr. Athipphan Pao-in holds 684,800 shares represent 0.27% 4/ The Wong Wai Family includes Mr. Sumet Wong Wai holds 4,486,500 shares represent 1.79% Mrs. Urai Wong Wai holds 55,000 shares represent 0.02% 5/ The Roongtanapirom Family includes

Mr. Thep Roongtanapirom holds 1,284,400 shares represent 0.51% Mr. Thanapat Roongtanapirom holds 10,000 shares represent 0.001% Mr. Surachai Roongtanapirom holds 16,000 shares represent 0.001%

Rank Names Number of Shares Held % 1 The Chantarasereekul Family 1/ 181,357,600 72.54 2 The Proongpattanasakul Family2/ 8,334,400 3.33 3 The Pao-in Family 3/ 6,843,200 2.74 4 The Wong Wai Family 4/ 4,541,500 1.82 5 CITIBANK INTERNATIONAL PLC

(LUXEMBORG BRANCH) 3,816,000 1.53 6 Mr.Sanchai Udomrajatavanich 1,800,000 0.72 7 Mr. Siam Suwattanangkul 1,663,100 0.67 8 The Roongtanapirom Family5/ 1,310,400 0.52 9 Mr. Anusorn Asiralertsiri 1,130,900 0.45 10 Mr. Sakol Sae-ngow 1,014,400 0.41

Others 38,188,500 15.27 Total 250,000,000 100.00

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15

The Chairman of the Board of Directors

Mr. Paitoon Chantarasereekul

Managing Director Mr. Pithep Chantarasereekul

Deputy Managing Director Mr. Pichit Chantarasereekul

Internal Auditor Supitcha Khajornchaikul

Legal Manager

Noppol Sakthong

Vice President – Marketing

-

Senior Assistant Managing Director - Business Support

Sakditouch Chantarasereekul

Service Director Sirima Cha-emkun

Senior Marketing Manager Jittiya Luangjamekorn

Marketing Manager New Customers

Veeradech Lorjitamnuay

Marketing Manager Former Customers Patthanan Jarungklin

Relationship Manager Sunthareeya Vivatpong

Short- Term Marketing Manager Chanthip Saeow

Service Center Manager Pornchit Thamanee

Service Center Manager Asoke Branch

Kanpavit Jaikwang

Leasing Car Replacement Manager

Jengmanee Kutanant

Finance and Accounting Manager

Pornpan Sattawatkul

ผชวยผจดการธรการ คณลดาวลย หวงมฑตากล

Senior Business Development Manager

Thaweesak Panomrerngsak

Short- Term Marketing Manager Asoke Branch Natticha Naka

Directors Mr. Paitoon Chantarasereekul Mr. Pithep Chantarasereekul Mr. Pichit Chantarasereekul Mr. Wisut Hemapanpairo Mr. Chaiwat Atsawintarangkun Mrs. Supaporn Jittmittraparp Police Lieutenant General Nopkao Thanyasiri

Management Structure Management Structure as at 31 December 2012

1. The Board of Directors

1.1 The Board of Directors As at 31 December 2012, the Board of Directors consists of 7 directors (all directors have been trained with the Director Accreditation Program) as followings: * Mr Noppol Sakthong as the Company secretary /1 Mr Wisut Hemapanpairo resigns as Company director, effective February 28th, 2013. Mr Karoon Laoharatanun is appointed as a replacement to the vacant position, effective March 1st, 2013, according to the 1/2013 Meeting of the Board. 1.2 The Board of Directors of subsidiary The Board of Directors of Krungthai Automobile Company Limited consists of 5 directors as followings: /1 Mr Wisut Hemapanpairo resigns as Company director, effective February 28th, 2013.

Rank Name Position 1 Mr. Paitoon Chantarasereekul The Chairman of the Board 2 Mr. Pithep Chantarasereekul Director 3 Mr. Pichit Chantarasereekul Director 4 Mr. Wisut/1 Hemapanpairo Director

5 Mr. Chaiwat Atsawintarangkun Independent Director and

the Chairman of the Audit Committee 6 Mrs. Supaporn Jittmittraparp Independent Director and Member of Audit Committee

7 PoliceLieutenant General Nopkao

Thanyasiri Independent Director and Member of Audit Committee

Rank Name Position 1 Mr. Wisut/1 Hemapanpairo Managing Director 2 Mr. Paitoon Chantarasereekul Director 3 Mr. Pithep Chantarasereekul Director 4 Mr. Pichit Chantarasereekul Director 5 Mr. Pisit Chantarasereekul Director

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Authorized Directors Authorized directors consist of Mr. Paitoon Chantarasereekul, Mr. Pithep Chantarasereekul and Mr. Pichit Chantarasereekul. Any two of the three authorized directors may sign jointly and affixed with company seal to bind the Company.

Duty and Authority of the Board of Directors 1. The Board of Directors has authority and manages the Company in accordance with the law,

objectives and articles of the Company as well as legitimate resolution of Shareholders’ Meeting. 2. The Board of Directors has a responsibility for setting goals, guidance, policies and budgeting of

the Company, supervise the Executive Board of Directors in accordance with the assigned policies with the exception of such matters which the Board of Directors requires the approval from the resolution passed of the Shareholders’ Meeting prior to the execution namely matters required by laws such as increase and/or decrease of share capital, the issuance of Company’s debenture, the purchase or transfer of the Company’s business or the acquisition or merge with others, the amendment of the Company’s memorandum of association and regulations as well as the remuneration of Directors and so on.

3. The Board of Directors may appoint a number of directors to be the Executive Board of Directors who have authority to supervise the business of the Company as the Board assigned. And one of the directors is appointed to be Chairman of Executive Board of Directors.

4. The Board of Directors has directed the effectiveness of Company's internal controls and internal auditing by providing an internal audit department to monitor, carry out and coordinate with the audit committee.

5. The directors shall receive the remuneration in the form of reward, meeting fee, gratuity, bonus or other form benefits under the articles of association or as determined by shareholders’ meeting in either fixed sum or under certain criteria and such determination may be made from time to time or may take effect until otherwise determined and shall receive allowance or welfare benefits under Company’s regulations.

6. The Board of Directors shall not approve any transaction which their own or persons who may have conflicts of interest with the Company and / or its subsidiary.

7. duties of the Board of Directors also encompasses the supervision of the Company to perform in accordance with the law and regulation relevant to the securities and securities exchange for example related party transaction and the purchase and sale of assets of material substance in accordance with regulation of the Securities Exchange of Thailand or other law relevant to the Company’s business.

8. The Board of Directors is responsible for disclosure to shareholders and the public an accurate, complete and standardized.

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In 2012, a number of members of the committee participated in a training seminar in an effort to ameliorate their operational efficiency, names and formations are as follow:

Company's Vision and Mission The Board of Directors has constituted the Company's vision and mission as guidelines to further

specify strategies for the business as follows:

Corporate Vision “The country's leading car rent company emphasised in excellence in service and quality”

Corporate Mission

Professionalism: proficiency and responsibility to ensure the excellence of quality Partnership: service and relationship which bring about customers' top satisfaction

Dynamism: determination, dedication, and continual amelioration to secure the standpoint of car rental business on a sustainable basis

2. Audit Committee As at 31 December 2012, the Audit Committee consists of 3 persons as follows:

Miss Supitcha Khajornchaikul acts as Audit Committee Secretary.

Working experience in reviewing financial statement of the Company Mr. Chaiwat Atsawintarangkun The Chairman of Audit Committee 2004 – Present Director and the Chairman of Audit Committee of Krungthai Car Rent and Lease Public Company Limited Operation Leasing Business) 1997 – Present Executive Partner of Prospect Consulting Company Limited (Auditing and Finance Advisory) 2001 – 2002 Subcommittee of Financial Advisory for Forest Industry Organization

Rank Name Position 1 Mr. Chaiwat Atsawintarangkun The Chairman of the Audit Committee 2 Mrs. Supaporn Jittmittraparp Audit Committee member

3 Police Lieutenant General Nopkao

Thanyasiri Audit Committee member

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Names Seminar

1. Mrs Supaporn Jittmittraparp DCP Class of 160/2012, Thai Institute of Directors

2. Mr Wisut Hemapanpairo DCP Class of 158/2012, Thai Institute of Directors

Duty and Authority of the Audit Committee 1. To review and ensure the company reporting accurate financial information and sufficient 2. To review and ensure the Company has an internal control and internal audit system, determining

an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit.

3. To review and ensure the conduct of the Company in compliance with the law relevant to the securities, and securities exchange, regulations of the securities exchange of Thailand, or other law relevant to the Company’s business.

4. To consider the selection and propose an independent party for appointment as the external auditor of the Company, propose for the auditor’s compensation, and to participate in the meeting with external auditor without management present at least once a year.

5. To consider related party transactions which may have conflicting interests to be in accordance with the law and regulation of the securities exchange of Thailand to ensure that such transactions are reasonable and for the best interest of the Company.

6. To prepare report of the Audit Committee, and disclose the report within Company’s Annual Report such report to be affixed with the signature of the Chairman of the Audit Committee. The report should comprise the following information: (a) pinion on the accuracy, completeness and reliability of the Company’s financial report (b) pinion on the adequacy of the system of internal control of the Company (c) pinion on legal compliance related to the securities and securities exchange, regulation of the securities exchange, or law relevant to the Company’s business (d) pinion on the appropriateness of the auditors (e) pinion on transactions that may have conflicting interests (f) The number of meetings of the Audit Committee, and attendance of individual audit committee member (g) pinion or overall observation of the Audit Committee in performing its duties in accordance with the Audit Committee Charter (h) Any other reports the Committee felt the shareholders and investors in general should know within the scope of duties and responsibilities assigned by the Board of Directors.

7. To perform any other act as assigned by the Company’s Board of Directors, with the approval of the audit committee.

In 2012, Audit Committee Secretary participated in a training seminar in an effort to ameliorate their operational efficiency, names and formations are as follow:

Names Seminar

1. Miss Supitcha Kajornchaikul Class 24 of Certified Professional Internal Audit of Thailand's (CPIAT) seminar

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3. The Executive Board of Directors As at 31 December 2012, the Executive Board of Directors consists of 3 persons as follows: Duty and Authority of the Executive Board of Directors 1. To have authority to approve on the important operations of the company by setting the scope

or the scale of the mission, objectives and policy of the company including the supervision of the overall operation, production, customer’s relationships within the scope plan and budgeting prescribed by the Board of Directors.

2. To consider the expansion investment including purchase and/or sale of fixed assets of the Company in order to propose to the Board of Directors

3. To have the authorization and represent the Company to others in any related business and beneficial to the Company

4. To consider in matter of funding for presenting to the Board of Directors 5. To approve the appointment of any consultant that is essential to the Company’s operation as

assigned by the Board of Directors 6. To operate any transaction related to general administration of the Company 7. To consider and approve the operating plan of each department of the Company including the

approval of the issues that beyond their power of authority 8. To propose for the approval of the Board of Directors on the approved operation plans that

may over the budget more than 10% The Executive Board of Directors may delegate the authority to each member of executive director to process within the scope of authority under No. 3; any such executive director is responsible for this assigned work from the Executive Board of Directors. However, the approval of the Board of Directors above does not include approval of the Executive Board of Directors or any person who may have conflicts of interest, has an interest or potential conflict of interest in any other manner with the Company and / or its subsidiary, including items that require approval from shareholders in a transaction and the acquisition or disposition of assets of the Company and / or its subsidiary in order to comply with the requirements of the Securities Exchange of Thailand.

Rank Name Position 1 Mr. Paitoon Chantarasereekul The Chairman of the Executive Board of Director 2 Mr. Pithep Chantarasereekul Executive director 3 Mr. Pichit Chantarasereekul Executive director

Mr. Noppol Sakthong acts as Executive Board of Director secretary.

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4. Corporate Social Responsibility Committee (CSR Committee)

CSR Committee as of December 31, 2012 consists of 3 members as below: CSR Committee has the following powers and duties: 1. To consider the Company activity and policy for society, community and environment in order

to present to the Board of Directors. 2. To consider and approve for the Company strategy and activity to achieve the CSR objective

and policy. 3. To consider and screen the plan and annual budget for the implementation of CSR in order to

present to the Board of Directors. 4. Consider and monitor the progress in implementation and evaluation of CSR as well as the

quality of the CSR program. 5. Encourage the Board of Directors and employees involved in the operation of CSR. 6. Consider appointing for a working group to support CSR activity. 7. Operate any activity appointed by the Board of Directors concerning CSR operation. In 2012, the CSR committee joined hands with the Company's members of staff and customers to organise a number of activities elaborated as follows: - Donation of necessities to SOS Children's Villages Thailand Under Her Majesty the Queen's Patronage, in Samut Prakan province, to support homeless children and to elevate their quality of life. - Donation of necessities to students of Border Patrol Police School at Ban Maenam Noi, Kanchanaburi province. - Donation of money and necessities to Nonthaburi Reception Home for Destitute, Nonthaburi province.

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Executives As at 31 December 2011, the Executive Committee consists of 8 persons as follows:

/1 Mr. Thaweesak Panomrerngsak resigns as Company, effective December 31th, 2012 Qualification of Executives Executive hereby certify that they have Ethics, a talented, an experienced in the business. There are operating with honesty and care for the benefit of the Company. There are intended to operate continuously, understanding and responsibility to the public and the person listed in contact information management. Recruitment of Directors and Executives There is no nomination committee. The Company selects and appoints a person to be a director with the following steps. - The Board of Directors The Board of Directors shall comprise at least five directors and not less than one-half of the directors must have the residence in Thailand. Directors may be shareholders of the Company. The rules and procedures in appointing the Director are as follows: 1. Each shareholder shall have one vote for each share. 2. Each shareholder may exercise all the votes he or she has under No. 1 to elect one or several

persons as director or directors, but the shareholder cannot divide his or her votes between any particular person or persons.

3. The persons who receive the highest votes arranged in order from higher to lower in a number equal to that of the number of directors to be appointed are elected to be the directors of the Company. In the event of a tie at a lower place, which would make the number of directors greater than that required, the chairman of the meeting shall have a casting vote.

Rank Name Position

1 Mr. Paitoon Chantarasereekul The Chairman of Executive Committee

2 Mr. Pithep Chantarasereekul Managing Director

3 Mr. Pichit Chantarasereekul Deputy Managing Director

4 Mr. Sakditouch Chantarasereekul Senior Deputy Managing Director of Business Support

5 Miss Sirima Cha-emkun Director-Service

6 Mr. Thaweesak/1 Panomrerngsak Senior Business Development Manager

7 Miss Jittiya Luangjamekorn Senior Marketing Manager

8 Miss Pornpan Sattawatkul Finance and Accounting Manager

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4. At every annual general meeting of shareholders one-third (1/3) of the directors shall retire from their office. If the number of directors is not a multiple of three, the number of directors nearest to one-third (1/3) shall vacate office.

5. The directors to vacate office in the first and second years following the registration of the conversion of the Company shall be drawn by lots. In subsequent years, the directors who have remained in office for the longest time shall vacate office. A vacating director may be eligible for re-election.

6. In addition to vacating office upon the termination, directors shall vacate office upon: - death - resignation - being disqualified or being under any of the prohibitions under Public Company Limited Act, B.E.2535

- the meeting of shareholders may pass a resolution by a vote of not less than three-fourth (3/4) of the number of shareholders attending the meeting and having the rights to vote not less than one half of the number of shares held by shareholders attending the meeting and having the voting rights.

- removal by court order 7. Any director wishing to resign from office shall submit his or her resignation letter to the Company

and the resignation shall be effective from the date on which the Company receives the resignation letter.

8. In case of a vacancy in the Board of Directors for reasons other than the termination of the term of office, the Board of Directors shall elect a person who has the qualifications and is not being under any of the prohibitions by law as the substitute director at the next meeting of the Board of Directors, unless the remaining term of office of the said director is less than two months. The substitute director shall hold office only for the remaining term of office of the director whom he or she replaces.

9. The Board of Directors shall elect one of the directors to be the chairman of the board. In the case where the Board of Directors deems expedient, the board may elect one or several directors to be vice-chairman. The Board of Directors may entrust one or several directors to perform any act on its behalf.

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The Audit Committee/Independence Director The Audit Committee consists of at least 3 persons and the term of office is for 3 years. The Company’s policy on recruitment the Audit Committee members/Independence directors are in compliance with the notifications of the Securities and Exchange. The qualifications are listed as follows: 1. Holding shares not more than 5 % of issued and paid-up capital of the Company, which shall be

inclusive of the shares held by related persons. 2. Not being an employee, staff member or advisor who receives a regular salary from the Company or a

person who has control of the Company or entity who may have a conflict of interest. 3. Having no blood relationship, no relationship in term of marriage or legal registration with a person of

possible conflict of interest and no business relationship with the Company and entity that may have a conflict of interest.

4. Not having or has been in business relation with the Company, holding company, subsidiary, affiliated entity, major shareholder, or authorised person, in a manner that may obstruct the independent exercise of discretion; including not being or having been a significant shareholder or authorised person of the person with business relation with the Company, the holding company, subsidiary, affiliated entity, major shareholder, or authorised person.

5. Not being or has been an auditing personnel of the Company, holding company, subsidiary, affiliated entity, major shareholder, or authorised person; including not being a significant shareholder, authorised person, or partner of auditing office, with the auditor of the Company, holding company, subsidiary, affiliated entity, major shareholder, or authorised person in operation.

6. Not being or has been a provider of professional service which includes financial or legal consulting with service fee from the Company, holding company, subsidiary, affiliated entity, major shareholder, or authorised person of the company; and not being a significant shareholder, authorised person or partner of the provider of such professional service.

7. Not being a director appointed as an agent of the director of the company, major shareholder, or shareholder with relasion with the major shareholder.

8. Not being in operation of similar or significant competitive business to the business of the company or its subsidiary; or not being significant partner in the partnership of directorship with participation of manageability on employees, consultant with regular salary or holding more than one per cent of the total shares with voting right in other company, operating similar or competing business with the business of the company or subsidiary.

9. Not having other factors that could hinder expression of liberal opinion in relation with the operation of the company.

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In addition, the Independence director who is a member of audit committee at least 1 must have knowledge and experience in accounting or finance that can have a reliable review the financial statement. As well as the Company considers the other qualifications such as business experience, specific expertise related to business, ethic for the best of interest of the Company. The regulations and criteria of appointment of members of the audit committee is in compliance with regulations concerning appointment of Company directors. A member of audit committee who retires on completion of the term may be re-appointed to the position. In case of vacancy in the position of member of audit committee caused by other reasons other than completion of term, the board of directors may appoint a person with adequate expertise and qualification to fill in the vacancy in the position according to the rules set by the board of directors. The person appointed to fill in the vacancy may hold the position for the period of time equal to the remaining period of time of the recently retired member of audit committee.

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Executive The Company considered a person who has the experience and knowledge in management the related field to be the Executive Committees. Remuneration of the Directors and Executives 1. Remuneration of the Directors The Company provided remuneration to the Board of Directors in terms of meeting fee and monthly fee at the amount of Baht 951,980 as following: 2. Remuneration of the Executives

Name/Position 2011 2012

Meeting Fee Others Meeting Fee Others 1. Mr. Paitoon Chantarasereekul Chairman of the Board of Directors

104.55 - 114.99 -

2. Mr. Pithep Chantarasereekul Managing Director

84.94 - 93.44 -

3. Mr. Pichit Chantarasereekul Deputy Managing Director

84.94 - 93.44 -

4. Mr. Wisut Hemapanpairo Director

84.94 - 74.40 -

5. . Mr. Chaiwat Atsawintarangkun The Chairman of the Audit

61.60 139.70 65.34 156.09

6.. Mrs. Supaporn Jittmittraparp Audit Committee member

49.28 111.76 52.27 124.87

7. . Police Lieutenant General Nopkao Thanyasiri Audit Committee member

49.28 111.76 52.27 124.87

Total 519.53 363.22 546.15 405.83

(unit: Thousand Baht)

2011 2012

Remuneration of the Executives Number (Person)

Amount (Million Baht)

Number (Person)

Amount (Million Baht)

- Salary and remuneration 11 13.39 10 13.76 - Bonus 11 2.57 10 2.68 - Provident fund 8 0.20 8 0.22

Total 16.16 16.66

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Corporate Governance The Company is committed to the good governance as guidelines for the board of directors, administrators, and members of staff of the Company to follow, in an effort to promote efficiency in the running of business. The Company also adheres to ethics and transparency policy in its operation, while encouraging adequate auditing to help build confidence amongst shareholders, investors, stakeholders, and all other related parties. The Company has constituted the policy of good governance described as follow: Section 1: Rights of shareholders The Company provides with information pertaining to the business operation at its web site for all shareholders, individual entities, and organisation entities, regardless of the number of shares held and of nationality. When a shareholders' meeting is held, the Company comply strictly with the legal instructions stated in the Public Limited Companies Act. a) The Company provides sufficient information concerning the shareholders' meeting by delivering of the Meeting's Notice, along with accompanying documents timely (at least 14 days prior to the meeting). The necessary information including date, time, place, and agenda, will all be elaborated in the Meeting's Notice, as well as important information for further decision and document for proxy delegation. Furthermore, the Company will have published such information on its web site prior to shipping the documents to all shareholders. b) The meeting's chairperson allocates appropriate and sufficient time for the meeting, and will conduct the meeting in accordance with the proposed agenda. During the meeting, the chairperson invites all shareholders to share their opinions and ample opportunities to inquire the meeting about related matters. c) The chairperson of the board as well as all directors attend and answer questions of shareholders, except in exceptional circumstances that one of the chairpersons could not attend the meeting.

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Section 2: Equitable treatment of shareholders The Board of Directors has a policy to treat all shareholders equitably and fairly by protecting the rights of shareholders and provide convenience to shareholders in exercising of rights in various matters which shareholders are deserved. The Board of Directors has a policy of equitable treatment of shareholders as follows: a) Each shareholder is provided with information concerning the Company through the Company's web site. They can also contact the Company directly over e-mail and telephone whenever they need some issues addressed or clarified. b) Each shareholder can appoint a proxy to attend the shareholders' meeting in place of the shareholder. The proxies lawfully appointed by shareholders can also exercise their rights as if they are shareholders themselves. c) The Company specified that at least half the number of the board of directors must attend the meeting, accompanied with at least one member of the audit committee, by also informing and inviting external auditor and consultants to the meeting. The Company will also set the date, time, and venue for the meeting based on convenience of the shareholders. Section 3: Roles of stakeholders The Company will ensure equality of rights of stakeholders in all groups -- members of executives, shareholders, competitors, suppliers, creditors, debtors, public and private agencies, and communities -- for these individuals or entities will help forging stability in the Company's operations, employment, and finally financial position. Therefore, in addition to the duties and responsibilities towards the Company's shareholders, the board of directors are also aware of the importance of reasonable treatments of all stakeholders, to ensure that they are protected and equally treated according to the law. a) Shareholders The Company focuses on appropriate returns to shareholders by performing appropriate actions to consistently maintain and increase results of the business operations, as well as internal control system appropriate and sufficient to protect the interests of the Company and its shareholders.

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b) Customers The Company recognises the importance of the customers. It focuses, as a result, on customer satisfaction by offering quality service, complete and accurate information pertaining to the Company's business operation, to build understanding and confidence among customers. The Company has also opened up a channel to receive questions and complaints, in order to gain the highest level of satisfaction of the customers. In 2012, the Company organised a total of 23 customer-relation activities, elaborated below: * 3 visits to car manufacturing plant * 15 training sessions on the subject of safe driving * 3 testing sessions of new cars * 2 training sessions on other subjects e.g. safety in cars driven on natural gas and tyres c) Employees The Company selects and recruits its members of staff based on their ability and working experience. It also focuses on continual development of the employees, on opening up opportunities for them to create a stability in their career, including career advancement. The Company treats all employees equally and provides adequate welfares and benefits: Provident fund: as a reward for their diligence Uniforms: the Company provides all employees with proper uniforms, including work boots for employees whose job is servicing cars, to promote safety Annual Health Check-up: to promote health among employees Employee Excellence Award: the Company awards a number of its employees every three month, to recognise their serious contribution to the Company The Window of Knowledge: the Company provides for the need of knowledge, by allocating “book corner” for employees to borrow and read at their disposal, including a bulletin board presenting useful information concerning the business, tax, social security, and other related legal issues. Improvement of Skill and Knowledge: the Company consistently organises workshops and training session in several topics in an effort to continuously improve skills and knowledge of the employees. The sessions are both held in premises by external experts or organised as field trip. The Company also encourage inter-departmental exchange of knowledge within the Company. In 2012, the Company provided for the employees, management executives, and directors with enrolment of training courses in various institutions e.g. Thailand Quality Award preparatory training with Panyatara co., ltd.; tax and accountancy course with Dharmniti Seminar and Training co., ltd.; Federation of Accounting Professions (Under Royal Patronage of His Majesty the King); a course on the subject of used vehicles in Pro Used Car Academy Training, and so on.

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d) Management Executives The Company realises the importance of management executives as one of the key personage who is driving the business to success. Therefore, a fair structure of renumeration has been created in accordance with the industrial renumeration standard, including welfare and benefits, etc. e) Creditors and Trading Partners The Company is committed to conduct business with all types of suppliers and creditors ethically and fairly by adhering to the commercial terms, mutually-agreed terms and conditions, and to the related law and regulations. f) Competitors The Company treats business competitors fairly and does not conduct unlawful business or violate trading ethics in order to compete with the competitors. The Company is committed to strictly follow commercial terms, mutually-agreed terms and conditions, and to the related law and regulations. g) Responsibility Towards Community, Society, and Environment The Company conducts business by taking the impact against community, society, and environment, into account; including concerns towards and cooperation with community, society, and environment, in accordance with related law and regulations. Section 4: Disclosure of Information and Transparency The Company focuses on the disclosure of information that is complete, accurate, transparent, timely, and verificable, to facilitate stakeholders and related parties in monitoring the Company's business operations. The Board of Directors is responsible for the disclosure of the Company's information system financial and non-financial for shareholders, stakeholders to receive equal treatment under the law. The Company recognises the importance of thorough and transparent disclosure of information concerning the Company's business operations and relevant informations essential to the price of the securities of the Company by disseminating information through the SET Community Portal System, or SCP, and in various media for investors and analysts to receive complete information. The Company also distributes its information through its web site at www.krungthai.co.th. For those who are interested in general information or would like to inquire about additional information, they are welcome to contact the Company at telephone number 02-291-8888.

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In 2012, the Company organised and participated in various activities to present information as follows: * organised guided visits for analysts and investors at the Company, altogether 3 visits * welcomed analysts and investors to be presented operational results, altogether 22 times * participated in seminars and activities with the business sector Tisco Corporate Day by Tisco Securities co., ltd. Investors' Roadshow by Asia Plus PLC and Bualuang Securities PLC Investors' Club Seminar by members of the Thai Institute of Directors provides business information and operational results through Money Channel television programme Section 5: Responsibilities of Directors The Board of Directors plays an important role in corporate governance for the benefit of the Company, responsible for performance of duties to the shareholders, in possession of leadership and control over the management effectively. a) Composition and Qualifications of the Board 1. The board is composed of no less than five and no more than 12 directors, half the number of directors present shall be independent directors. 2. Each board member shall be perfectly knowledgeable and expert in operations of the Company. No less than two of the board members shall be knowledgeable in car rental business for operation. No less than one of the board members shall be knowledgeable in accountancy and finance. And no less than one of the board members shall be knowledgeable in legal issues. 3. Each board member shall be meeting the qualifications and not possessing the prohibited characteristics prescribed in the Public Limited Company Act, and not lacking suitability to be confided in being a managerial personage in the business where the general public is investing in, according to the SET and SEC regulations. 4. The Company has published the biographical information of all members of the board in the annual report (56-1) and annual report (56-2), including on the Company's web site.

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b) Duty and Authority of the Board As mentioned in section “Duty and Authority of Directors”, 8 subsections atogether. c) Duty and Authority of the Audit Committee The Audit Committee is composed of at least three of the Company's members of the board, in which one-third of the members are knowledgeable in accountancy and finance. Each member of the Audit Committee shall meet the qualifications presribed by the SEC and SET regulations pertaining to the qualifications of the audit committee. Their duty is to audit and regulate the Company's operations, financial report, internal control, consideration of conflict of interest, as well as the Company's risk management. The duty and authority of the audit committee is mentioned in subject “Duty and Authority of the Audit Committee” 6 subsections altogether. d) Duty and Authority of the Directors The duty and authority of the directors is mentioned in subject “Duty and Authority of the Board of Directors”, 8 subsections altogether. e) Duty and Authority of the Corporate Social Responsibility (CSR) Committee The duty and authority of the Corporate Social Responsibility (CSR) Committee is mentioned in subject “Duty and Authority of the CSR Committee”, 7 subsections altogether. f) Leadership The Board of Directors has prescribed the policy, strategies, objectives, as well as budgeting, so as to promote efficiency in the business operation, by regulate performance of the management according to the plans, and defining, elaborating roles and responsibilities of the Board of Directors, management body, employees and stakeholders. Furthermore, the Audit Committee is also responsible for the control and evaluate the performance of the internal control department and its operations, including the internal control system in which the risk management is to be controlled, to ensure protection of interests of the Company.

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g) Conflict of Interest Although the Company is composed of the Board of Directors, the management and executive bodies, as well as all parties of employees, some of which are also holding shares of the Company. The Company's operation policy aims at the interest of the corporation as a whole, particularly decisions on issues that are a risk to create conflict of interests. The Company policy is prescribed that members of the board, and management executives who are also shareholders of the Company do not have the right to vote on conflict-of-interest oriented issues in order to bring about more independent decisions. The decisions are to be announced publicly, e.g. in financial statement, and in the annual report form 56-1, for the sake of transparency. As for the use of inside information, the Company is required to report any change of its share composition and ownership to the Securities and Exchange Commission under Section 59 of the Secutities and Exchange Act of B.E. 2535. In addition, disclosure of inside information to unrelated or third parties, nor change in the structure of shares is allowed before the dissemination of the Company's financial statement. h) Business Ethics The Company has established its code of conduct according to the business ethics as guidelines for the Board of Directors, the management executives, and working parties, to conduct the business operation with fairness and honesty. The Company firmly believes that the good governance will elevate the standard of governance in the Company, as well as promote confidence amongst investors in the capital market.

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Other Good Governance

(1) Directors Structure The Company has total 7 directors as listed as follows: /1 Mr Wisut Hemapanpairo resigns as Company director, effective February 28th, 2013.

The Company follows rules of Securities and Exchange Commission and regulation of Stock exchange regarding to the number of Independence director and audit committee member. Under the regulation, the one-third of the Board of Directors must be Independence director and not less than 3 persons. The Company has Independence director and audit committee member total 3 persons which follows the above mentioned regulation. (2) Aggregation or Segregation The Chairman of the Board of Director must not be the same person as managing director because both of them are representative of the same shareholders group and also being the major shareholders. Therefore, there is the policy when they make the important decision; it’s required to pass resolution from all director groups in the important making decision. Therefore the important decision making shall be approved by the resolution of all groups of directors especially for the Audit Committee to provide independent opinion in order to balance and review the management process. (3) Remuneration of Directors, Executives Committee and Executive The Company has set the remuneration to director at the average level of the industry which is concerns on duty and responsibility of directors, including maintaining of the qualified directors. The remuneration of executives will be based on the individual’s and the Company’s performance. The remuneration will be made with transparency and being approved by shareholders. The Company will disclose the remuneration policy and remuneration of directors and executives in annual report according to the regulations of the Securities and Exchange Commission. (4) The Board of Directors’ Meeting The Board meets once every quarter and the relevant documents shall be sent to the directors 7 days in advance to afford the director sufficient to make the proper review and study. There is a secretary who is responsible for the meeting and takes minute of the meeting and filling properly. However, during the year, if there is the agenda for policy or business issues to be considered, the Company will call an interim Board of Directors meeting as appropriate.

Name Executive Parent Executive Subsidiary Audit Committee Company/Director Company/Director Member

1. Mr. Paitoon Chantarasereekul / 2. Mr. Pithep Chantarasereekul / 3. Mr. Pichit Chantarasereekul / 4. Mr. Wisut Hemapanpairo/1 / 5. Mr. Chaiwat Atsawintarangkun / 6. Mrs. Supaporn Jittmittraparp / 7. Police Lieutenant General Nopkao Thanyasiri

/

Total 3 persons 1 person 3 persons

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During year 2011 and year 2012, the Board met total times a year (2011), 5 times a year (2012), the list of attendance of each of directors is follows:

(5) . Sub Committee The Board of Directors has appointed Sub Committees to supervise the Company’s business. The Audit Committee is one of Sub Committee that has tenure not over than 3 years, consisting of at least 3 independent directors who are not the executive. However, in the future, the Board of Directors may appoint the Sub Committee of remuneration, nomination and others as appropriated and needed. (6) Monitor and Internal Control System The Company set an Internal Audit Function to be responsible for the internal control system and audit the significant transaction s regularly to ensure that there is the efficiency system and support the reliability of the financial statement. In addition the Audit Committee also reviews the efficiency of the internal system including the operation and compliance control for risk management and focus on the any unusual transactions. (7) Report of the Board of Directors The Board of Directors is responsible for the Company’s financial statement and financial information which discloses in the annual report. These financial statements have been prepared in accordance with Thai generally accepted accounting principles. The Company selects the appropriate accounting policies and uses these policies consistently and discrete with carefully as well as sufficient disclosed the significant information in the note to financial statements. (8) Investors Relationship The Board of Directors focuses on the important in disclose the finance and non-finance information therefore the Company has a policy to disclose correctness, completeness, on timely basis and transparency in accordance with the standards and regulations of The Stock Exchange of Thailand. The Company will present this information to all shareholders, investors and stakeholders equally in order to understand the Company clearly and correctly then people will accept the Company and being interested to invest. Moreover, the Company will receive the good public view which is the one target and strategy of the Company.

2011 2012 Name of Board of Directors

Number of meeting

during his/her tenure

Number of meeting during his/her tenure

Number of meeting during his/her tenure

Number of meeting during his/her tenure

1.Mr.PaitoonChantarasereekul 5 5 5 5 2. Mr. Pithep Chantarasereekul 5 5 5 5 3. Mr. Pichit Chantarasereekul 5 5 5 5 4. Mr. Wisut Hemapanpairoะ 5 5 5 4 5. Mr. Chaiwat Atsawintarangkun 5 5 5 5 6. Mrs. Supaporn Jittmittraparp 5 5 5 5 7.PoliceLieutenantGeneral Nopkao Thanyasiri

5 5 5 5

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(9) Information Disclosure and Transparency The Company places importance on the disclosure of information accurately, completely, transparently and freely both for financial statements and general information, and also other information that would impact the price of the Company property. And to ensure that the investors and all other related parties have free access to the information, these information are to be publicised through different media channels such as website of the Stock Exchange of Thailand, form 56-1, annual reports, and at the Annual General Meeting of shareholders. Protection of Inside Information Usage for Executives The Company has a policy and procedure for using the inside information especially, the information which has not disclosed to public yet to protect the seeking for their own interests as well as for securities trading benefits as followings: • To educate the directors and executives in all functions about the responsibility to report the each person’s securities holding and the holding of securities by his/her spouse and minor children to the Securities Exchange Commission and The Stock Exchange of Thailand under the section 59 and penal provision under section 275 notified in Securities and Exchange Act, B.E. 2535. • The Company assigns the executives to report the change in securities holding to the Securities Exchange Commission and The Stock Exchange of Thailand under the section 59 notified in Securities and Exchange Act B.E. 2535 and to submit the copy report to the Company in the same day of submission report to the Securities Exchange Commission and The Stock Exchange of Thailand. • The Company will send the memorandum to inform the executives who receives the significant inside information which will affect to the change in securities price to refrain trading in securities for the period of one month before the financial statement and inside information public and prohibit disclosing this significant information to any other persons The company has set the penalty by nature as appropriate however the Company will use the maximum penalty if it is proven that the executives or other related party use the internal information or behave in a way that make the Company or shareholders being damaged and ruin. The maximum penalty is the dismissal from the Company without any compensation.

36

Internal Control The Board of Directors had the opinion that the internal control system of the Company is sufficient and in accordance with the Evaluation Internal Control System of the Securities and Exchange Commission and the Stock Exchange of Thailand, especially the internal control in regarding to the business with the major shareholders directors executives and related parties. The Company has the compact and sufficient internal control as well as the Company has set the Internal Audit function to be responsible for submission the audit report to the Audit Committee. The Internal Auditor has the audit scope and internal operation to make the correct and efficiency in control system and good management. Dividend Payment Policy The Company has the policy to pay dividend to shareholders not over than 60% of net profit after deducting the corporate tax and legal reserve in each year. The dividend payment shall depend on the consideration of financial position and operation result, liquidity, future expansion project and etc. However, the Company concerns on the maximize benefits to shareholders. The dividend payments shall be approved by the resolution from the shareholders or the Board of Directors.

37

Related Party Transaction The Company had transactions with related party which might lead to conflict of interest

transactions. The transactions were the transactions with shareholders and/or executives of the Company including the transactions with the related companies which have the same shareholders and executives. These transactions are disclosed in the note to financial statements and audited by the auditor of the Company as well as the disclosure in the Audit Committee Report which can be summarized the relationship and detail of related party transactions as bellows:

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Conflict of Interest Parties Relationship

Thanapat Property Company Limited

Mr. Paitoon Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director and shareholder represent 22.22% of Thanapat Property Company Limited Mr. Pithep Chantarasereekul, being authorized director and shareholder represent 9.6% of total issued capital of the Company and being authorized director and shareholder represent 22.22% of Thanapat Property Company Limited Mr. Pichit Chantarasereekul, being authorized director and shareholder represent 9.6% of total issued capital of the Company and being authorized director and shareholder represent 16.67% of Thanapat Property Company Limited Mrs.Wipaporn Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director and shareholder represent 22.22% of Thanapat Property Company Limited

Siam Nissan Krungthai Company Limited

Mr. Pichit Chantarasereekul, being authorized director and shareholder represent 9.6% of total issued capital of the Company and being authorized director and shareholder represent 60% of Siam Nissan Krungthai Company Limited Mrs. Wipaporn Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director and shareholder represent 12.50% of Siam Nissan Krungthai Company Limited

Toyota Krungthai Company Limited

Mr. Paitoon Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director and shareholder represent 19.23% of Toyota Krungthai Company Limited Mr. Pithep Chantarasereekul, being authorized director and shareholder represent 9.6% of total issued capital of the Company and being authorized director and shareholder represent 60% of Toyota Krungthai Company Limited Mrs. Wipaporn Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director and shareholder represent 19.23% of Toyota Krungthai Company Limited

Conflict of Interest Parties Relationship

Carloft Auto Import Company Limited

Mr. Paitoon Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director of Carloft Auto Import Company Limited Miss Pimonpan Chantarasereekul, former major shareholder of the Company and being authorized director and shareholder represent 32.50% of total issued capital of Carloft Auto Import Company Limited Miss.Pimonpan Chantarasereekul, being shareholder represent 7.76% of total issued capital of the Company and being shareholder represent 16.50% of Carloft Auto Import Company Limited

Mr. Pisit Chantarasereekul, being shareholder represent 8% of total issued capital of the Company and being authorized director and shareholder represent 8.13% of Carloft Auto Import Company Limited

Mr.Paitoon Chantarasereekul Being authorized director and shareholder represent 20% of total issued capital of the Company

Mrs.Wipaporn Chantarasereekul Being shareholders represent 20% of total issued capital of the Company and wife of Mr. Paitoon Chantarasereekul

Mr. Pithep Chantarasereekul Being authorized director and shareholders represent 9.60% of total issued capital of the Company and daughter of Mr.Paitoon Chantarasereekul

Mr. Pichit Chantarasereekul Being authorized director and shareholders represent 9.60% of total issued capital of the Company and daughter of Mr.Paitoon Chantarasereekul

MissPimonpan Chantarasereekul Being formal major shareholder of the Company and daughter of Mr.Paitoon Chantarasereekul

MissPimontha Chantarasereekul Being shareholders represent 5.34 % of total issued capital of the Company and daughter of Mr. Paitoon Chantarasereekul

Mr. Pisit Chantarasereekul Being shareholders represent 8% of total issued capital of the Company and daughter of Mr. Paitoon Chantarasereekul

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Related Party Transactions 1.List of Leases and Assets leased out Transactions 2. Purchasing Assets Transactions

Nature Conflict of Interest

Parties Pricing Policy

Amount ( Million Baht) Period ended 31 Dec. 2011

Period ended 31 Dec. 2012

Leased Assets Transaction The Company rents the building size 1,490

sq.m. for being Service Center and allocated to be parking space size 3,000 sq.m. located in Rama III Road, Khet Bangkolaem Bangkok. The rental agreement has 3 years life starting from 20 Feb. 04 to 19 Feb. 07. In Mar 05, the both parties agreed to cancel this rental agreement and prepared new 10 years agreement to replace. The new agreement is ended on 20 Mar 15. The rental fees is Baht 100,000 per month and the Lessor can adjust the rental fees not over than 10% in every 3 years period (Detail is listed in part no. 5: assets used in the business operation)

Siam Nissan Krungthai Company limited

A Rental fees is Baht100,000per month (represent ) Baht 22.27 per sq.m. including parking space)

1.20 1.20

List of Assets leased out 1. The Company has building for rent size 350 sq.m. being Car Showroom located in Rama III Road Khet Bangkolaem Bangkok. The rental agreement has 3 years life starting from Feb.04 to Feb 07. However there is extended this agreement and will end on Feb. 14.

Siam Nissan Krungthai Company limited

A rental fee is Baht 83,000 per month (represent Baht 237.14 per sq.m.)

1.00 1.00

2. The subsidiary leases office space 1,200 square meters to be used as a car showroom, located on Srinakarin Road, Prawet, Bangkok. The lease contract is 3 years starting from August 11 to July 14

Carloft Auto Import Company limited

Rental fee is Baht 80,644.86 per month.

(Baht 71.91 per square metre)

0.24 1.04

Account Receivable - Leased 0.17 0.08

Nature Conflict of

Interest Parties Pricing Policy

Amount ( Million Baht) Period ended 31 Dec. 2011

Period ended 31 Dec. 2012

1The company purchased car for being leased out.

Toyota Krungthai Company Limited

Market price for major buyer 757.96 632.57

Account payables – Car purchasing 9.69 2.43 2. The company purchased car for

being leased out Siam Nissan

Krungthai Company

limited

The Company purchased cars at cost price after deduct special

discount.

87.58 66.00

Account payables – Car purchasing - 1.94 3. . The company purchased car for

being leased out Carloft Auto

Import Company

limited

Market price for major buyer - 27.42

Commission expenses Agreed price at the rate 28,037.39 Baht/car, sale to person

- 0.14

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3) Interest Income Transactions 4) List of Guarantee for loan from banks

Nature Conflict of Interest Parties

Pricing Policy Amount ( Million Baht) Period ended

31 Dec. 11 Period ended

31 Dec. 12 Interest Income The subsidiary Loan to Related Companies Interest Income

Siam Nissan Krungthai Co., Ltd.

Interest rate of 4% per annum

- 25.00

0.10 The subsidiary Loan to Related Companies Interest Income

Car Loft Import Co., Ltd.

Interest rate of 4% per annum

20.00

0.12

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Nature Conflict of Interest

Parties Pricing Policy

Period ended

Period ended

31 Dec. 11 31 Dec. 12

1. Thanapat Property Company Limited guaranteed the loan from Kasikornbank Public Company Limited for the Company by using land and building of Thanapat Property Company Limited as collateral.

1/ Bank overdraft- Limit of Baht 20 million, short-term loan in the form of promissory note-Limit of Baht 50 million and letter of guarantee – Limit of Baht 50 million.

Thanapat Property Company Limited

No Fee charged

30 -

2. Mr. Paitoon Chantarasereekul guaranteed short-term loan in form of promissory note for the Company by using his own fixed deposit with Kasikornbank Public Company Limited 1/ UOB Bank Public Company Limited and ICBC (Thai) Public Company Limited

Mr. Paitoon Chantarasereekul

No Fee charged

- -

3. Mr. Pithep Chantarasereekul guaranteed the loan for the Company with Kasikornbank Public Company Limited 1/ Bank Overdraft – Limit of Baht 20 million, short-term loan in the form of promissory note – limit of Baht 50 million and letter of guarantee –limit of Baht 30 million

Mr. Pithep Chantarasereekul

No Fee charged

- -

Remarks: 1/ Credit Line from Kasikornbank Public Company Limited is Bank Overdraft limit of Baht 20 million, short-term loan in the form or promissory note limit of Baht 50 million and letter of guarantee limit of Baht 50 million at the total amount of Baht 120 million in the guarantee conditions by Thanapat Property Company Limited, Mr. Paitoon Chantarasereekul and Mr. Pithep Chantarasereekul

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The Audit Committee’s Opinion The Audit Committee has the opinion that the above transactions are reasonable and beneficial to the business operation as follows: 1. Leases and Assets leased out Transactions The Company rents building space for office and service center and leased building out for car showroom in the fair price and reasonable, which can be compared with rental fees of offices nearby and in the rental fees rate to premier customers of the operating lease and car leased out companies in fair price and reasonable. The subsidiary leases to a related party at the rate agreed upon and this related party is responsible for utility expenses and common area management charges. 2. Purchasing Assets Transactions The transaction is the cars and auto parts purchasing for business operation as the leased out assets with fair price. This price can be compared with other distributors with the normal course of business. Starting from year 2004, the Company has a policy to purchase cars at market price by comparing price with other distributors and purchase the same model with the lowest price or addition option with the highest value. 3. Guarantee for loan from banks transactions The transactions are reasonable and they are the condition for borrowing money from the Commercial Banks which is considered to be the highest benefit to the Company with no fee charges for the guarantee from the loans for purchasing leased out cars and loans for the liquidity of the Company. Necessary and Reasonable of the Related Party Transactions 1. Leases and Assets leased out Transactions 1.1 The Company rented the building for being Service Center from Siam Nissan Krungthai Company Limited and allowed Siam Nissan Krungthai Company Limited rented some part of the building for distributing Nissan Cars. The both buildings located in the same area in Rama III Road. The Company owns the right of the lease space in front of the main road and Siam Nissan Krungthai Company Limited owns the right of the lease space at the back side. Later on the Company has expanded the business therefore the Company additional rented the back space to be Service Center and Siam Nissan Krungthai Company Limited rented some part of the front space to be Showroom with the fair price which can be compared with the rental space of the offices nearby. The Company is necessary to do this transaction because this agreement occurred before the Company is listed in the Stock of Exchange of Thailand. The agreement notified that the Company will use the land in the front side for construction office building and Siam Nissan Krungthai Company Limited will use the land at the back side for construction repairing cars service center. Later on the Company has expanded the business, the Company has addition used the office space at the back side for customer services area. Therefore the Company rented that space from Siam Nissan Krungthai Company Limited and in the meantime Siam Nissan Krungthai Company Limited rented the front side to be used for parking areas of selling cars for the showroom of Nissan Car distributors. This is the consequence from the past agreement and will continue throughout 10 years agreement and will end at 19 February 2015.

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1.2 Subsidiary leased land to be Toyotasure Krungthai Showroom, Sri Nakarin Branch and the branch office. And this subsidiary leases some part of land to Carloft Auto Import Co., Ltd. for being showroom for selling imported cars. Both of buildings are located in the same area on Sri Nakarin Road and the rental fees are under the agreed upon. Such related parties are responsible for utilities expenses and common area management charges.

2. Purchasing Assets Transactions The Company purchased cars, auto parts and tools from Siam Nissan Krungthai Company Limited and Toyota Krungthai Company Limited for its business operation with the fair price which can be compared to other distributors. In the future, if there is the addition related party transactions of purchasing assets, the Company will assign the Audit Committee to consider the price whether this transactions is needed and reasonable in order to be the highest benefits to the Company and shareholders. The Company expects that these related transactions will occur again because the Company has the policy for customer to select the brand of the cars while the Company will allow other distributors to propose the price for competition. The distributor that offers the best package will be selected. 3. Guarantee for loan from banks transactions Thanapat Property Company Limited, Mr. Paitoon Chantarasereekul and Mr.Pithep Chantarasereekul are the guarantors for the short-term loans and long-term loans from the Commercial Banks with no fees charged. The Company has the necessary to have the capital for business operations therefore the major shareholders group has to support this borrowing from the Commercial Banks. The Company will operate in the fair deal if the guarantee fee charged is involved. The Company will use the fair and competitive price with market which this price has to be approved by the resolution from the Audit committee. However, the major shareholders group has the policy to support the borrowing with no fees charged.

Management Discussion and Analysis

Operating Performances Summary of consolidated financial position and operating performances for the year ended December 31st, 2012. The Company reported total revenues of 2,502.24 million baht, net profit of 397.29 million baht, and total assets of 3,658.91 million baht. The total assets include 6,499 cars for rent and held for sales valued at 3,121.37 million baht, up from the previous year's figure at 6,408 cars worth 3,129.09 million baht. The asset increased in recent year was due to the Company's expansion of car rental customer base whereas the Company had total liabilities as of December 31st, 2012 of 2,054.91 million baht, representing a decrease from 2011 figure of 2,247.98 million baht as the Company received more cash flow from post-rental car sales, which was later used for proper management of liquidity and helped alleviate loan payable within the year. The shareholder's equity as of December 31st, 2012 was reported at 1,604.00 million baht, representing an increase from 1,404.19 million baht from the previous year, from the increased 397.29 million baht of net profit for 2012.

Revenue In 2012, the Company reported total revenues of 2,502.24 million baht, up by 9.36% from 2,288.18 million baht from the previous year. The major revenue are categorised into three types as follow: 1. ) Revenue from car rental was reported at 1,101.86 million baht in 2012, up by 0.45% from the previous year, as the Company focused on its customer service and on the expansion of customer base, which eventually led to the increase in revenue. 2.) Revenue from the sales of post-rental cars was reported at 883.47 million baht, up by 162.91 million baht, or 22.61% from the previous year, as a result of an increase of profit per car compared to the previous year and an increase of the number of cars sold compared to the figure of the previous year plus the period of the country's great flood of 2011, of 1,366 cars, by 97 cars or 7.64%. 3.) Revenue from the sales of cars (operated by the subsidiary) was reported at 425.74 million baht, up from the previous year by 47.74 million baht or 12.63%, as a result of an increase in the number of cars sold at 2012, with the number of 578 cars, up by 67 cars or 13.11% from the previous year.

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Costs and Expenses In 2012, the cost of rental service was reported at 912.91 million baht, up by 25.59 million baht from the previous year, as a result of an increase of maintenance/repair cost, hourly wages of technicians, insurance expenses. The Company also had expenses on pre-sales maintenance to ensure better condition of cars for sale, which helps increase the shelf price. The cost of the sales of cars in 2012 was reported at 799.92 million baht, up by 99.06 million baht or 3.77% from the previous year, compared to cost of the sales of cars in 2011 at 700.85 million baht, up by 14.14%. The cost of cars sold varied according to the increase in sales volume. The general and administrative cost of the Company comprises of the cost of benefits for employees, marketing, advertising and marketing, public utility, and office rent, etc. In 2012, the Company had total general and administrative expenses of 174.59 million baht, up by 33.18 million baht or 23.46% from 2011 figure of 141.41 million baht. The increase of expenses was mainly due to an increase in employee expense during the year. Net Profits and Returns In 2012, the Company reported the net profit of 397.29 million baht, up by 71.50 million baht or 22.06% from the previous year, compared to the 2011 figure of 325.50 million baht. The increase was generated by: 1.) The profit from the increase of the sales of post-rental cars of 449.07 million baht, up by 107.16 million or 31.34% from the 2011 figure of 341.91 million baht. 2.) The decrease of financial cost in 2012 was reported at 92.08 million baht, dropped by 10 .96 million baht or 10.64% from the 2011 figure of 103.04 million baht. 3.) The income tax enforced in 2012 was reduced from 30% to 23% from the previous year, due to an announcement of the Royal Decree No. 530 (B.E. 2011) dated December 14th, 2011, where it was stated that the tax income shall be reduced from 30% to 23% in 2013, and to 20% in 2013 and 2014 respectively.

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Financial positions Assets As of December 31st, 2012, the Company reported total assets of 3,658.91 million baht, up from the previous year's figure of 3,652.17 million baht, by 6.74 million baht or 0.18%. The total assets as of December 31st, 2012 are categorised into Current Assets of 629.43 million baht (17.20% of total assets), and Non-Current Assets of 3,029.48 million baht (82.80% of total assets), when compared to the 2011 figure of 569.67 million baht of Current Assets (15.60% of total assets) and 3,082.50 million baht (84.40% of total assets). The Company's major asset is cars in portfolio, valued 2,863.23 million baht, or 6,499 cars in year 2012, up by 91 cars, which is considered a very slight increase due to the Company's strategy to focus on the expansion of assets at the same speed as the improvement of operational performances. Furthermore, the government's recent “First Car” tax return scheme has adversely affected car manufacturers to suffer substantial delay in car delivery to their customers following a steep increase of demand. Cars in portfolio Accounts receivable The quality of accounts receivable of the Company (prior to deduct allowance for doubtful accounts) as of December 31st, 2012, is equal to 148.74 million baht, accounted to a decrease of 44.27 million baht or 22.94%. Whereas in 2011, the total accounts receivable is equal to 193.01 million baht. The accounts receivable of 148.73 million baht are categorised into the accounts from the sales of car of 46.08 million baht, and from the rental service of 97.26 million baht. The total accounts receivable from the sales of car is classified as in accounts from financial institutions specialised in providing car loans. The accounts receivable from rental service is equal to 97.26 million baht, from which the accounts that are not due for payment is 83.81 million baht, or 86.17% of the accounts receivable from rental service. The Company has a strict policy to follow up on debt collection and customer selection based on reliability and quality of each customer's financial position. In addition, 95% of the receivable were corporate customers i.e. government agencies, state enterprises, and private enterprises, which possess respectable financial profiles and quality. However, the Company still provided the allowance for doubtful accounts in order to protect the collectible risk.

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Description For the year ended 31 December

2010 2011 2012 Cars at the beginning of the periods (cars) 6,076 6,055 6,408 Purchased during periods (cars) 1,309 1,622 1,457 Sold during periods (cars) 1,331 1,269 1,366 Cars at the ended of the periods (cars) - cars held for sales - cars held for leased Total cars at the ended of periods

253

5,802 6,055

370

6,037 6,408

554

5,944 6,499

Net book value at ended of periods (Million Baht) - cars held for sales - cars held for leased Total Net book value at ended of periods

72.56

2,882.80 2,955.36

142.42

2,917.05 3,059.47

178.22

2,863.23 3,041.45

Accounts receivable can be analyzed as followings: Details of accounts receivable ledger Sources of Fund Liabilities As at 31 December 2012, the Company reported total liabilities of Baht 2,054.91 million, a decrease as at 31 December 2011 of Baht 193.07 million, representing a decrease of 8.59% of total liabilities in 2011 of Baht 2,247.98 million. It is because of the Company had more settled the liabilities. The total liabilities as at 31 December 2012 representing 56.16 % of total assets, separated to the current liabilities of 55% of total liabilities and non-current liabilities of 45% of total liabilities. Comparing to total liabilities as at 31 December 2011, which representing 61.55% of total assets, separated to the current liabilities of 57% of total liabilities and non-current liabilities of 43% of total liabilities. Consideration, this is the normal liabilities ratio for the business which the main structure of fund was liabilities. However, the company's liabilities were due to it’s the normal liabilities ratio for the business which the main structure of fund was liabilities. The Company must manage its cash inflow and cash outflow in order to have balance and consistent to protect the liquidity risk of period and interest rate. The Company sets the borrowing periods in comply with the period of operating leased contract and tries to find the fixed interest rate funds for matching with the fixed interest of operating leased in order to reduce the volatile on interest rate risk.

Amount ( Million Baht)

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Amount ( Million Baht)

Description As at 31 December 2010

As at 31 December 2011

As at 31 December 2012

Undue 149.53 158.72 129.89 Not exceed 3 months 10.20 25.01 11.00 3 – 6 months 0.36 4.87 2.12 Over than 6 months 4.46 4.41 5.73 Total 164.55 193.01 148.74 Less: Allowance for doubtful accounts (4.55) (3.91) (5.40)

Net 160.00 189.10 143.34

Description As at 31 December 2010

As at 31 December 2011

As at 31 December 2012

Receivable from rental car 95.28 103.49 97.26 Receivable from selling car 64.72 85.61 46.08 Total 160.00 189.10 143.34

The liabilities under hire purchase and finance leased contracts can be summarized as followings: Shareholders’ equity The shareholders' equity as of December 31st, 2012 was reported at 1,603.99 million baht, up from the previous year's figure of 1,404.19 million baht, as a result of the performances that received the net profit of 397.29 million baht. The Company paid dividends of 197.50 million baht to shareholders twice last year -- the first payment was approved by the General Meeting to pay the dividend of the second half of year 2011 of 90.00 million baht, or 0.36 baht per share, and the second payment was approved by the Board Meeting of 3/2555 to pay the interim dividend from the first half of 2012 of 107.50 million baht, or 0.43 baht per share. Capital Structure The Company purchases cars for lease by using major capital from liabilities under hire purchase agreement (as of the end of 2012 representing 79% of long-term loan). This is considered a normal operational strategy for this kind of business as the liabilities occurs from the acquisition of assets for the Company's operations, and such liabilities can be mutually matched against the outflows and inflows of cash within the Company. In addition, it is the Company policy to use the source of fund. Apart from the consistency of cash inflows and outflows, the interest-rate manipulation can be done easily with a constant interest rate. However, the Company may take out loans from financial institutions if the Company considers that they are of lesser cost, and that the Company is in business with major customer who demands a substantially large quantity of rental cars. In conclusion, the Company finds sources of fund by taking in to consideration the consistency between cash inflows and outflows, the number of leasing contracts, and cost of capital, in order to maximise the efficiency of operations and financial management.

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Description As at 31 December 2009

As at 31 December 2010

As at 31 December 2011

Not exceed one year 821.73 718.28 525.00 1 – 3 years 829.27 722.70 722.80 Total 1,651.00 1,440.98 1,247.80

Liquidity In 2012, the Company received a cash inflow from operating activities of 1,202.15 million baht, up by 218.53 million baht compared to 2011 figure of 983.62 million baht, due to more profitable operations while the company had the cash flow from investing activities of 11.19 million baht. The amount of 18.34 million baht was spent in purchase of fixed assets done by the subsidiary in the expansion of Kaset branch. The cash flow from financing activities in 2012 was reported at 1,123.37 million baht, up by 97.09 million baht compared to the previous year's figure of 1026.68 million baht. The cash flow from financial activities was from overdrafts and long-term loans from financial institutions, which was accounted to 113.98 million baht, in which it was spent in the operational activities from July to December 2011, and from January to December 2012 at 197.50 million baht, plus interest of 86.13 million baht. Of which, the liabilities under hire purchase agreement and finance leasing agreement were accounted to 809.81 million baht, and loan payment to financial institutions 143.92 million baht. As a result, the cash flow increased by 67.59 million baht. As of December 31st, 2012, the Company had the obligation to pay back liabilities under hire purchase agreement, finance leasing and current portion of long-term loans of 660.04 million baht while it had minimum future rental income from under the interminable operating leases of one-year validity period at 856.24 million baht. In addition, the expected future cash inflow from the expiration of leases in 2013 generates a good liquidity. The details of future income under operating leased which cannot be terminated are as follows:

(Million baht)

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Future income As at 31 December 2009

As at 31 December 2010

As at 31 December 2011

Not exceed 1 year 866.28 859.24 856.76 Over 1 year but not exceed 5 years

921.67 980.61 1,035.83

Total 1,787.95 1,839.85 1,892.59

Auditors’ remuneration Audit fee In 2012, the Company appointed Ms. Chantra Wongsri-Udomporn, CPA No. 4996 and Ms. Sulalit Ardsawang, CPA No. 7517 from Dharmniti Auditing Company Limited to serve as the Company’s auditors and its subsidiaries, respectively. The total audit fees for the year 2012 of Baht 930,000; divided into the audit fees for Company of Baht 690,000 and its subsidiaries of Baht 240,000.

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Corporate Social Responsibility Activities

Donation of necessities to SOS Children's Villages Thailand Under Her Majesty the Queen's Patronage, in Samut Prakan province, to support homeless children and to elevate their quality of life.

Employees Donate blood at The Red Cross.

Donation of necessities to students of Border Patrol Police School at Ban Maenam Noi, Kanchanaburi province.

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Corporate Social Responsibility Activities

Donation of money and necessities to Nonthaburi Reception Home for Destitute, Nonthaburi province.

The company and TOT Public Company Limited Donate and sports equipment and knowledge to students. Wang Samlee School.

General Information

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Company Name :Krungthai Car Rent and Lease Public Company Limited Stock Code :KCAR Nature of Business :Operating lease services and short-term car rental Registered Capital :Paid-up capital of 250,000,000 shares, with a par value of Baht 1.00 per share Head Office :455/1 Rama 3 Road, Bangkhlo, Bang Kho Laem Bangkok 10120 Asoke Branch :235 Asok-Din Daeng Road, Makkasan, Ratchathewi, Bangkok 10320 Registration No. :Bor. Mor. Jor. 0107547000761 Telephone :66 (0) 2291-8888 Fax :66 (0) 2291-4488 Website :www.krungthai.co.th Registrar :Thailand Securities Depository Company Limited. 62 The Stock Exchange of Thailand Building, 4th, 7th Floor, Ratchadaphisek Road, Klong Toey, Bangkok 10110 Thailand. Tel: 66 (0) 2229-2800 Fax: 66 (0) 2359-1271 Auditor : Miss Chantra Wongsri-Udomporn, Certified Public Accountant No. 4996 Audit Firm Name :Dharmniti Auditing Company Limited Audit Firm Location :267/1 Pracharat Sai 1 Road, Bangsue, Bangkok 10800 Tel: 66 (0) 2587-8080 Fax: 66 (0) 2586-0301

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Subsidiary Name :Krungthai Automobile Co., Ltd. Shareholding Status :95 percent of paid-up registered capital (January 2013 increased its proportion of investment in the subsidiary company to 100% of the total shares) Nature of Business :Purchase, sell, exchange, repair and distribution of new & used cars and equipment Registered Capital :Paid-up capital of 400,000 shares, with a par value of Baht 100.00 per share Head Office :1625 Bangphai, Bangkhae, Bangkok Srinakarindra Branch : 41/2 Srinakarindra Road, Pravet, Bangkok Kaset Branch : 2368 Phahon Yothin Road, Bangkhen, Bangkok Telephone :66 (0) 2455-4455 Fax :66 (0) 2455-4441 Website : www.surekrungthai.com Auditor :Miss Sulalit Ardsawang Certified Public Accountant No. 7517 Audit Firm Name :Dharmniti Auditing Company Limited Audit Firm Location :267/1 Pracharat Sai 1 Road, Bangsue, Bangkok 10800 Tel: 66 (0) 2587-8080 Fax: 66 (0) 2586-0301

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/1 Mr Wisut Hemapanpairo resigns as Company director, effective February 28th, 2013 /2 Mr Karun Laoharajatanand is appointed as a replacement to the vacant position, effective March 1st, 2013, according to the 1/2013 Meeting of the Board. /3 Mr. Thaweesak Panomrengsak resigns as Company director, effective December 31th, 2012

60

Detail of positions of Board of Directors, Executives and Controlled Power persons in subsidiary and related parties as at 31 December 2012

Company Subsidiary Related Parties

Krungthai Automobile Company Limited

Thanapat Property Company Limited

Siam Nissan Krungthai Company Limited

Toyota Krungthai Company Limited

1. Mr. Paitoon Chantarasereekul X // S / S / S O / S

2. Mr. Pithep Chantarasereekul / // S O / S / S / S O

3. Mr. Pichit Chantarasereekul / // S / S / S / S O

4. Mr. Wisut Hemapanpairo/1 / / O

5. Mr Karun Laoharajatanand/2 /

6. Mr. Chaiwat Atsawintarangkun / A

7. Mrs. Supaporn Jittmittraparp / A

8. Police Lieutenant General Nopkao Thanyasiri

/ A

9. Mr. Sakditouch Chantarasereekul

10. Miss Sirima Cha-emkun

11. Miss Jittiya Luangjamekorn

12. Mr. Thaweesak Panomrengsak/3

13. Miss Pornpan Sattawatkul

Remarks: / = Director X = The Chairman of the Board of Directors // = Executive Director A = Audit Committee S = Authorized Director O = Managing Director

61

According to the Securities and Exchange Commission assigned all listed companies appointed the Audit Committee in order to be the good corporate governance. The Audit Committee of Krungthai Car Rent and Lease Public Company Limited has appointed from shareholders on April 11, 2006 which consists of 3 independence directors. At present, Mr. Chaiwat Atsawintarangkun is the Chairman of the Audit Committee, Mrs. Supaporn Jittmittraparp and Police Lieutenant General Nopkao are the Audit Committee members. The role and responsibilities are as follows; - To review and ensure the accurate report of company’s financial information and sufficient disclose by corporate with external auditors and management who is responsible for preparing the financial information including the quarterly and annual reporting or according to request by directors and/or managements. - To review and ensure the Company has an appropriate and efficient internal control and internal audit by reviewing together with external and internal auditors. - To review and ensure the conduct of the Company in compliance with the law relevant to the securities, and securities exchange, regulations of the securities exchange of Thailand, or other law relevant to the Company’s business. -To select and appoint the Company’s auditors including the compensations of auditor with regard to reliability, adequacy of resource and quantity of audit work including the experience of auditors who are appointed to audit the Company. - To consider the disclosure the accuracy and completeness of connected transactions or potential conflicts of interest. - To perform any other act as assigned by the Company’s Board of Directors, with the approval of the audit committee such as reviewing financial management policy and risk management, reviewing business’ ethics of executives, reviewing the important reports that need to present to public as required by law with management team such as management’s discussion and analysis, etc. - To prepare report of the Audit Committee and disclose the report within Company’s Annual report and such report to be affixed with the signature of the Chairman of the Audit Committee. The report should comprise the following information: - Opinion on the accuracy, completeness and reliability of the preparation and disclosure in Company’s financial report - Opinion on the adequacy of the Company’s internal control system - Reason to believe that external auditor is appropriate to be appointed another term - Opinion on legal compliance related to the securities and securities exchange, regulation of the securities exchange, or law relevant to the Company’s business - Any other reports the Committee felt the shareholders and investors in general should know within the scope of duties and responsibilities assigned by the Board of Directors. - To prepare the report of the Audit Committee to Board of Directors once a year - To have the authority to conduct investigations on necessary matters including seeking the opinion of independent consultants and other professionals when deemed necessary in order to success in perform the duties and responsibilities.

Report of the Audit Committee

62

During 2012, there were total 4 times audit committee meeting by reviewing Company’s financial statement every quarter including giving comments and advising in order to ensure that the Company’s financial statement in accordance with general accepted accounting principles. In addition, the audit committee had pursued in coordination with managements to improve the operations strong and transparency such as approve lease contract, marketing, service for due cars, accounting, financing and etc. The Audit Committee has the opinion that the Company’s operation during year 2012 was under the good and appropriate internal control. In considering the appointment of auditor, the Audit Committee proposed the Board of Directors to present to the Shareholders’ Meeting for approval of the appointment of Mr. Poj Asavasantichai (Certified Public Accountant No. 4891) and/or Ms. Sulalit Ardsawang (Certified Public Accountant No. 7517) from Dharmniti Auditing Co., Ltd, as the Company’s auditor for the fiscal year 2013.

(Mr. Chaiwat Atsawintarangkun) The Chairman of the Audit Committee

REPORT OF THE AUDITOR To The Shareholders and Board of Directors of KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY I have audited the accompanying financial statements of Krungthai Car Rent and Lease Public Company Limited and its subsidiary, which comprise the consolidated statement of financial position as at December 31, 2012, and the consolidated statement of comprehensive income, consolidated statement of changes in shareholders’ equity and consolidated statement of cash flows for the year then ended and separate financial statements for the same period, and a summary of significant accounting policies and other explanatory notes. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements in accordance with the Financial Reporting Standard, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. *****/2

63

Opinion In my opinion, the consolidated and separate financial statements referred to above present fairly,

in all material respects, the financial position of Krungthai Car Rent and Lease Public Company Limited as at December 31, 2012, and the results of its operations and the changes in its shareholders’ equity and its cash flows for the year then ended in accordance with the Financial Reporting Standards.

(Miss Chantra Wongsri-Udomporn) Certified Public Accountant Registration No. 4996 Dharmniti Auditing Company Limited Bangkok, Thailand February 19, 2013

64

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2012 AND 2011

ASSETS Baht

Consolidated financial statements Separate financial statements Note 2012 2011 2012 2011

Current assets

Cash and cash equivalents 5

157,393,637.14

89,803,991.38

59,710,035.52

77,701,888.68

Investment in available - for - sale securities 6

1,030,427.76

667,840.73

1,030,427.76

667,840.73

Trade and other receivables 7

151,412,842.96

208,896,529.99

143,659,901.48

178,080,378.74

Prepaid insurance premium

43,747,014.93

42,533,245.13

43,747,014.93

42,533,245.13

Inventories 8

261,046,582.46

214,478,552.57

181,121,400.29

144,860,011.44 Other current assets

14,798,997.85

13,285,324.08

13,303,892.53

11,662,525.51

Total current assets

629,429,503.10

569,665,483.88

442,572,672.51

455,505,890.23 Non-current assets

Cash at banks using for guarantee 9

57,560,920.30

63,053,444.05

57,507,476.25

63,000,000.00

Investment in subsidiary company 10 - -

37,999,300.00

37,999,300.00

Assets-for-leases 11 2,863,229,487.65 2,917,047,480.21 2,863,229,487.65 2,917,047,480.21

Equipment 12

10,445,093.73 9,612,858.36 6,328,092.02 6,578,976.62

Intangible assets 13 1,775,038.14 2,089,280.44 1,419,226.37 1,618,084.13

Leasehold right 14

60,464,024.57

54,841,639.46

17,045,451.72

18,694,257.54

Withholding tax deducted at source

33,321,527.46

33,321,527.46

33,321,527.46

33,321,527.46

Other non-current assets 2,679,818.00 2,534,318.00

382,318.00

228,318.00

Total non-current assets 3,029,475,909.85 3,082,500,547.98 3,017,232,879.47 3,078,487,943.96

Total assets 3,658,905,412.95 3,652,166,031.86 3,459,805,551.98 3,533,993,834.19

65

LIABILITIES AND SHAREHOLDERS' EQUITY Baht

Consolidated financial statements Separate financial statements Note 2012 2011 2012 2011

Current liabilities Bank overdrafts and short-term loans from

financial institutions 15

33,833,956.83

174,442,900.85 32,412,722.15

171,023,607.05

Bill of exchange 16

159,737,697.30 -

159,737,697.30

-

Trade and other payables 4

62,810,597.65

53,087,757.93 51,329,568.44

46,332,562.82

Accounts payable - purchase assets for leases

4

120,166,378.05

102,322,283.62 120,166,378.05

102,322,283.62

Current portion of long-term loans from

financial institutions 18

135,035,357.31

135,421,495.85

135,035,357.31

135,421,495.85

Short - term loans from subsidiaries 4, 17 - - -

30,000,000.00 Current portion of hire-purchase contracts payable

19

524,997,130.04 718,279,510.99

524,997,130.04

718,279,510.99

Accrued income tax

38,842,787.57

45,054,287.54

32,689,819.96

34,315,673.48

Deposits for car lease from clients 44,512,291.50

39,616,978.85

44,512,291.50

39,616,978.85

Other current liabilities

10,868,739.25

13,110,210.21

9,883,657.75

10,404,386.54

Total current liabilities

1,130,804,935.50

1,281,335,425.84

1,110,764,622.50 1,287,716,499.20

Non-current liabilities

Long-term loans from financial institutions 18

197,803,487.70

241,337,015.22

197,803,487.70

241,337,015.22

Hire-purchase contracts payable 19

722,799,227.68

722,696,145.48

722,799,227.68

722,696,145.48

Employee benefit obligations 20

3,501,289.00

2,608,466.00

3,309,024.00

2,499,107.00

Total non-current liabilities

924,104,004.38

966,641,626.70

923,911,739.38

966,532,267.70

Total liabilities

2,054,908,939.88

2,247,977,052.54

2,034,676,361.88

2,254,248,766.90

66

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY STATEMENTS OF FINANCIAL POSITION (CONT.)

AS AT DECEMBER 31, 2012 AND 2011

LIABILITIES AND SHAREHOLDERS' EQUITY (CONT.) Baht

Consolidated financial statements Separate financial statements Note 2012 2011 2012 2011

Shareholders' equity Share capital

Authorized share capital 250,000,000 ordinary shares of Baht 1.00 each

250,000,000.00 250,000,000.00 250,000,000.00 250,000,000.00

Issued and paid-up share capital 250,000,000 ordinary shares of Baht 1.00 each

250,000,000.00 250,000,000.00 250,000,000.00 250,000,000.00

Premium on share capital 162,450,370.20 162,450,370.20 162,450,370.20 162,450,370.20 Retained earnings

Appropriated - legal reserve 31,957,648.04 31,957,648.04 30,000,000.00 30,000,000.00

Unappropriated

1,148,719,132.65

951,654,214.49

982,647,826.27

837,285,110.50 Profit (loss) from investment in available for sale

seculities measurement 6

30,993.63

9,586.59

30,993.63

9,586.59

Total shareholders' equity of the parent, net

1,593,158,144.52

1,396,071,819.32

1,425,129,190.10

1,279,745,067.29

Non - controlling interests

10,838,328.55

8,117,160.00 - -

Total shareholders' equity

1,603,996,473.07

1,404,188,979.32

1,425,129,190.10

1,279,745,067.29

Total liabilities and shareholders' equity

3,658,905,412.95

3,652,166,031.86

3,459,805,551.98

3,533,993,834.19

67

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Baht Consolidated financial statements Separate financial statements

Note 2012 2011 2012 2011 Revenues

Income on car leases 1,101,857,129.60 1,096,943,307.73 1,101,857,129.60 1,096,943,307.73 Income on sale of cars 1,309,210,382.06 1,098,561,968.73 884,552,904.57 720,557,927.56 Dividend income from subsidiaries 10 - - - 32,770,000.00 Other income 21 91,172,587.93 92,671,362.43 51,508,484.01 67,907,850.97

Total income 2,502,240,099.59 2,288,176,638.89 2,037,918,518.18 1,918,179,086.26 Expenses

Cost of car leases 4 912,911,892.41 887,322,711.36 912,911,892.41 887,322,711.36 Cost of sales of cars 799,917,099.41 700,853,642.08 435,036,935.01 378,650,525.95 Selling expenses 4 48,970,197.25 37,242,609.42 63,026,100.63 53,487,404.56 Administrative expenses 107,695,794.64 87,797,523.54 68,069,698.09 55,669,932.15 Directors and executive remuneration 4 17,925,643.60 16,367,951.23 14,335,600.60 13,064,629.20 Finance cost 92,077,306.43 103,035,730.48 92,462,581.02 103,180,926.80

Total expenses 1,979,497,933.74 1,832,620,168.11 1,585,842,807.76 1,491,376,130.02 Profit before income tax expenses 522,742,165.85 455,556,470.78 452,075,710.42 426,802,956.24 Income tax expenses 23 125,456,079.14 130,060,119.97 109,212,994.65 110,424,692.48 Profit for the year 397,286,086.71 325,496,350.81 342,862,715.77 316,378,263.76 Other comprehensive income

Profit from investment in avilable for sale securities measurement 21,407.04 9,409.25 21,407.04 9,409.25

Comprehensive income for the year 397,307,493.75 325,505,760.06 342,884,122.81 316,387,673.01

Profit attributable to: Shareholders of the parent 394,564,918.16 323,401,946.46 342,862,715.77 316,378,263.76 Non - controlling interests 2,721,168.55 2,094,404.35 - -

Profit attributable of comprehensive income Shareholders of the parent 394,586,325.20 323,411,355.71 342,884,122.81 316,387,673.01 Non - controlling interests 2,721,168.55 2,094,404.35 - -

Basic earnings per share 26 Profit of shareholders of the parent 1.59 1.30 1.37 1.27

68

69

70

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Baht Consolidated financial statements Separate financial statements

2012 2011 2012 2011 Cash flows from operating activities

Profit before income tax expenses

522,742,165.85

455,556,470.78

452,075,710.42

426,802,956.24 Adjustments to reconcile profit before income tax expenses to net cash provided by (used in) operating activities

Doubtful accounts (reversal) - (638,360.79) - (638,360.79)

Bad debts

1,486,245.31

343,318.03

1,486,245.31

343,318.03

Depreciation and amortization

665,862,482.81

653,041,642.97

657,801,397.74

647,231,397.54 Loss of inventories 717,098.31 - - - Gain on sale of investments in available for sale securities (341,179.99) (249,063.35) (341,179.99) (249,063.35)

Expenses for employee benefits

851,370.00

688,490.00

809,917.00

636,171.00 Dividend income from subsidiary - - - (32,770,000.00) Interest income (1,845,298.03) (1,650,071.08) (1,628,311.73) (1,360,851.08)

Interest expenses

92,359,117.98 102,956,225.48

92,359,117.98

103,103,800.80

Profit from operating before changing in operating

assets and liabilities

1,281,832,002.24

1,210,048,652.04 1,202,562,896.73

1,143,099,368.39

(Increase) decrease in operating assets

Trade and other receivables 57,189,045.02 (34,793,041.20)

32,934,231.95 (26,006,368.64)

Prepaid insurance premium (1,213,769.80) (4,506,013.07)

(1,213,769.80) (4,506,013.07)

Inventories

417,056,733.58 372,601,218.87

430,915,274.15

379,965,476.25

Other current assets (2,886,471.13) (2,816,122.94) (1,656,969.76) (1,820,153.75) Other non-current assets (145,500.00) (1,569,618.00) (154,000.00) (217,118.00)

Increase (decrease) in operating liabilities

Trade and other payables 9,683,317.97 (637,576.08)

3,909,355.29 (3,019,513.24)

Deposits for car lease from clients 4,895,312.65 895,996.65

4,895,312.65 895,996.65

Other current liabilities (287,275.75) 2,035,493.86

(520,728.79) 2,363,600.37

Cash generated for operation

1,766,123,394.78

1,541,258,990.13

1,671,671,602.42

1,490,755,274.96 Cash paid for purchase of assets for leases (432,307,777.29) (462,655,283.37) (432,307,777.29) (462,655,283.37) Cash paid for income tax (131,667,579.11) (94,979,980.52) (110,838,848.17) (76,109,019.00)

Net cash provided by operating activities 1,202,148,038.38

983,623,726.24

1,128,524,976.96

951,990,972.59

71

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY

STATEMENTS OF CASH FLOWS (CONT.)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Baht

Consolidated financial statements Separate financial statements

2012 2011 2012 2011

Cash flows from investing activities

Cash received from interest income

1,860,900.77

1,729,276.53

1,643,914.47

1,292,481.21

Cash received from short term loans from subsidiaryies - -

43,000,000.00 30,000,000.00

Cash paid for short term loans from subsidiaries - - (73,000,000.00) - Cash received from short term loans from related companies 45,000,000.00 - - - Cash paid for short term loans from related companies (45,000,000.00) - - - Cash received from sale of investment in available-for-sale

securities 110,000,000.00 90,000,000.00 110,000,000.00 90,000,000.00 Cash paid for investment in available-for-sale securities (110,000,000.00) (90,000,000.00) (110,000,000.00) (90,000,000.00)

Increase(decrease) in cash at banks using for guarantee

5,492,523.75 (2,903,132.90) 5,492,523.75 (2,902,469.55)

Dividend received from subsidiary - - - 32,770,000.00 Cash paid for purchase of fixed assets (18,339,286.74) (22,305,643.57) (2,219,697.06) (1,270,073.30) Cash paid for purchase of intangible assets (200,900.00) (395,511.80) (60,000.00) (275,616.00)

Net cash provided by (used in) investing activities (11,186,762.22) (23,875,011.74) (25,143,258.84) 59,614,322.36 Cash flows from financing activities

Cash paid for interest expenses (86,128,919.69) (103,801,754.61) (86,128,919.69) (103,801,754.61) Increase(decrease) in bank overdrafts 19,391,055.98 (7,638,505.77) 21,389,115.10 (9,697,576.55)

Cash received from short-term loans from financial institutions 50,000,000.00 415,000,000.00

50,000,000.00 415,000,000.00

Cash paid from short-term loans from financial institutions (210,000,000.00) (295,000,000.00) (210,000,000.00) (295,000,000.00) Cash received from issuing of bill of exchange 274,595,149.34 - 274,595,149.34 - Cash paid for bill of exchange due (120,000,000.00) - (120,000,000.00) -

Cash received from long-term loans financial institutions 100,000,000.00

220,000,000.00 100,000,000.00 220,000,000.00

Cash paid for long-term loans from financial institutions (143,919,666.06) (143,911,388.93) (143,919,666.06) (143,911,388.93) Cash paid for hire-purchase contract payable (809,809,249.97) (914,206,411.86) (809,809,249.97) (914,206,411.86)

Cash paid for dividend

(197,500,000.00) (196,729,962.00) (197,500,000.00) (194,999,962.00)

Net cash used in financing activities (1,123,371,630.40) (1,026,288,023.17) (1,121,373,571.28

) (1,026,617,093.95)

Net Increase (decrease) in cash and cash equivalents 67,589,645.76 (66,539,308.67) (17,991,853.16) (15,011,799.00)

Cash and cash equivalents, beginning of the year 89,803,991.38

156,343,300.05 77,701,888.68 92,713,687.68

Cash and cash equivalents, end of year

157,393,637.14 89,803,991.38 59,710,035.52 77,701,888.68

72

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY

STATEMENTS OF CASH FLOWS (CONT.)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Baht

Consolidated financial statements Separate financial statements

2012 2011 2012 2011

Supplemental disclosures of cash flow information

During the period, the Company acquired fixed assets

by means of of hire-purchase contract 616,629,951.22 704,187,041.11 616,629,951.22 704,187,041.11

During the period, the Company transferred

assets for leases to inventories 1,149,121,726.03 939,138,126.00 1,149,121,726.03 939,138,126.00

73

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

1. GENERAL INFORMATION a) Address and legal status The Company was registered to be a limited company under the Civil and Commercial Code with the Ministry of Commerce on January 29, 1992. The Company was converted to be a public company limited with the Ministry of Commerce on August 19, 2004. The address of its registered office are as follow :- b) Nature the company’s business Main business activities of the company and its subsidiary are a provider of operating lease in car rental business and selling of used cars. The others relating car maintainance services are also provided e.g. fitting and repairing services. 2. SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis for preparation of the financial statements The financial statements have been prepared in accordance with the accounting standards prescribed by Thai Accounts Act enunciated under the Accounting Profession Act B.E.2547 by complying with the financial reporting standards for Publicly Accountable Entities. The presentation of the financial statements has been made in compliance with the Notification of the Department of Business Development, the Ministry of Commerce, re : the financial statements presentation for public limited company, issued under the Accounting Act B.E.2543. The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies. The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from such financial statements in Thai language.

Head office : Located at 455/1, Rama 3 Road, Kwang Bangklo, Khet Bangkorlaem,

Bangkok 10120, Thailand.

Branch office : Located at 235, Asoke - Dindang Road, Kwang Makkasan, Khet Rajtavee,

Bangkok 10310, Thailand.

74

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

2.2 Basis for consolidation financial statements 2.2.1 The accompanying consolidated financial statements include the accounts of Krungthai Car Rent And Lease Public Company Limited and the following a subsidiary since November 1, 2005 as follow :- 2.2.2 The acquisition of subsidiary was recorded by purchase method. 2.2.3 Significant intercompany transactions between the Company and its Subsidiary have been eliminated. 2.2.4 The consolidated financial statements are prepared by using uniform accounting policies. So that the transactions and the events which are alike or similar circumstances have been used the identical policies to record those transaction. 2.3 New accounting standards issued during the period and not yet effective On March 15, 2012, the Federation of Accounting Professions (FAP) has issued the financial reporting standard TFRS 8: Operating Segments (replaced IAS 14 : Reporting financial information by segment), which is effective for fiscal year beginning on or after January 1, 2013. The management of the Company is evaluating the impact on the financial statements when this financial reporting standard is initially applied. 3. SIGNIFICANT ACCOUNTING POLICIES 3.1 Recognition of revenues and expenses The revenues from car leases are recognizes revenue by the straight-line method over the period of contracts but will not recognize if its customers has not paid the leases charges over 3 months. The revenues on car sale are recognizes revenue upon delivery of goods to the customers. Interest income is recognizes revenue on a time proportion basis that takes into account the effective yield on the asset. Dividend incomes are recognizes when the right to receive the dividends is established. Other incomes and expenses are recognizes on the accrual basis.

The subsidiary company

Main business

Percentage of holding

Krungthai Automobile Co., Ltd. Buying, selling and exchanging cars and spare part 95 for both used and unused, and repairing

75

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 3.2 Cash and cash equivalents Cash and cash equivalents consist of cash and deposits at financial institutions with an original maturity of 3 months or less and excluded cash at banks which are used for guarantee. 3.3 Current investment Investment in securities held for sale are determined at fair value. Gains or losses arising

from changes in the fair value of securities are recorded separate in shareholder’s equity and recorded as gains or losses in statement of comprehensive income when sale of those securities.

The fair value of unit trusts is calculated from their net asset value of the fund. 3.4 Allowance for doubtful accounts The Company and its subsidiary provide allowance for doubtful accounts equal to the

estimated collection losses that may be incurred in the collection of all receivables. The estimated losses are based on historical collection experience and a review of the current status of existing receivables.

3.5 Inventories Inventories are valued at the lower of cost or net realizable value. The Company determines the cost of spare part by the weighted average method. The subsidiary company determines the cost of car by the specific method.

The net realizable value of inventory is estimated from selling price in the ordinary course of business, less the estimated costs to complete the sale.

3.6 Investment in subsidiary company Subsidiaries are entities over which the Company has the power to control their financial

and operating policies generally accompanying a shareholding of more than one-half of the voting rights. The financial statements of the subsidiaries are consolidated from the date the Company exercises control over the subsidiaries until the date that control power ceases.

Investments in subsidiary company in the separate financial statements are recorded under the cost method net by the allowance for the impairment of investments (if any).

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 3.7 Assets for disposal

Assets for disposal are stated at cost after deducted accumulated depreciation and allowance for the impairment (if any).

3.8 Assets for leases Assets for leases (car) are stated at cost after deducted accumulated depreciation and

allowance for impairment (if any). Depreciation of assets for leases is calculated by the straight-line method over the estimated useful lives of 5 years.

3.9 Equipment

Equipment are stated at cost after deducted accumulated depreciation and less allowance for the impairment (if any). Depreciation of equipment is calculated by the straight-line method over the estimated useful lives of equipment of 5 years.

3.10 Intangible assets Intangible assets limited useful life are consisted of computer software that stated at cost

after deducted accumulated amortization and net by the allowance for impairment of assets (if any).

Amortization is recorded as expenses in statements of income and calculated by the straight -line method over the estimated economic benefit generating of computer software of 10 years (since the computer software are operated).

3.11 Leasehold right

Leasehold right, utilization right of buildings on leasehold right and utilization right of land improvement on leasehold are stated at cost after deducted accumulated amortization. Amortization is calculated by the straight-line method follow the rental contract are as follow :-

The leasehold right land is amortized over the period of 22 years. The utilization right of building on leasehold right is amortized following the rental

contract remaining over the estimated useful live of 20 years. The utilization right of building on rental land is amortized over the period of the lease. Utilization right of land improvement on leasehold is amortized over the estimated useful

live of 10 years.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

3.12 Borrowing costs Borrowing costs directly attributed to the acquisition or construction of an asset that

necessarily takes long time to put in ready to use or available for sale state are capitalized as part of the cost of the respective asset until that asset condition is ready for its intended use. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs arising from such borrowing.

3.13 Hire purchase

The Company records vehicles under hire purchase contracts at their fair value as at the inception of the lease, and records future rental payment obligations under the contracts (minus the interest portion) as liabilities.

The Company amortized deferred interest on hire purchase contracts by effective rate of interest over the period of contracts.

3.14 Finance lease Leases of assets that substantially transfer to the Company all the rewards and risks of

ownership of assets and that the Company intends to exercise the option of the leases to purchase the assets at the expiration of the lease term, are accounted for as finance leases.

At the inception of a finance lease, the cost of the asset is recorded together with the obligation, excluding the interest element, to pay future rentals. Finance charges are charged to the current period operations in proportion to the capital balances outstanding.

3.15 Impairment of assets

As at the statement of financial position date, the Company assesses whether there is an indication of asset impairment. If any such indication exists, the Company will make an estimate of the asset’s recoverable amount. If the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognized in the statement of comprehensive income. In addition, impairment loss is reversed if there is a subsequent increase in the recoverable amount. The reversal shall not exceed the carrying value that would have been determined net of accumulated depreciation or amortization. The recoverable amount of the asset is the asset’s value in use or fair value less costs to sell.

78

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the value of the asset is impaired, the cumulative loss that had been recognized directly in equity is recognised in the statement of comprehensive income even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in the statement of comprehensive income is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in the statement of comprehensive income.

3.16 Employee benefits Short - term employment benefits

The Company and its subsidiary recognizes salary, overtime, bonus, social securities and provident fund as expenses when incurred.

Post-employment benefits (Defined contribution plans) The Company and its employees have jointly established a provident fund. The fund is

monthly contributed by employees and by the Company. The fund’s assets are held in a separate trust fund and the Company’s contributions are recognized as expenses when incurred.

Post-employment benefits (Defined benefit plans) The Company has obligations in respect of the severance payments that it must pay to the employees upon retirement under the labor law and other employee benefit plans. The Company treats these severance payment obligations as a defined benefit plan. The obligation under the defined benefit plan is calculated based on the actuarial principles by a qualified independent actuary using the projected unit credit method. Such estimates are made based on various assumptions, including discount rate, future salary increase rate, staff turnover rate, mortality rate, and inflation rate. Actuarial gains and losses for post-employment benefits of the employees are recognized immediately in profit or loss.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

3.17 Related parties Enterprises and individuals that directly, or indirectly through one or more intermediaries,

control, or are controlled by, or are under common control with, the company, including holding companies, subsidiaries and fellow subsidiaries are related parties of the company. Associates and individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the company and close members of the family of these individuals and companies associated with these individuals also constitute related parties.

In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.

3.18 Using of accounting estimation Preparation of financial statements in accordance with the financial reporting standards

requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent assets and liabilities. Actual results may differ from those estimates.

3.19 Income tax expenses Corporate income tax is calculated from net income for the year adjusted by the

items denfined under the Revenue Code. 4. TRANSACTIONS WITH RELATED PARTIES Transactions with related parties are as follows:-

Nature of business Relationship Related person Mr. Pitoon Chantarasereekul Personal person Shareholder and director Subsidiary Company Krungthai Automobile Co., Ltd. Buying, selling and exchanging car and spare

parts for both used and unused, and repairing 95% of holding in

subsidiary company Related Companies Grand Carrent Co., Ltd. Operating leases, car rental The director is daughter of

director / shareholder Thanapat Property Co., Ltd. Office rental Co-Director/shareholder Siam Nissan Krungthai Co., Ltd. Car sale and repair service Co-Director/shareholder Toyota Krungthai Co., Ltd. Car sale and repair service Co-Director/shareholder Car Loft Import Co., Ltd. Car import Co-Director/shareholder

80

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

Baht

Consolidated financial statements Separate financial statements

Pricing Policy 2012 2011 2012 2011

Transactions in the

statements of

comprehensive income

Revenue

Related Companies

Siam Nissan

Krungthai Co., Ltd.

Show room for rent Agreed price by area 350 sqm.,

rental charge at 83,000 Baht/Month 996,000.00 996,000.00 996,000.00 996,000.00

Interest income Interest rate of 4% per annum 98,630.14 - - -

Car Loft Import Co., Ltd.

Rental fee rental charge at 80,644.86 Baht/Month 1,035,480.00 241,935.58 - -

Interest income Interest rate of 4% per annum 118,356.16 - - -

Expenses

Subsidiary Company

Krungthai Automobile

Co., Ltd.

Commission expenses Agreed price at the rate 28,037.39

Baht/car, sale to person - - 37,317,757.00 35,214,953.28

Purchases of cars At cost and market price

at selling date - - 8,464,870.09 711,630.84

Interest expenses Interest rate of 4.725% per annum - - 389,835.59 147,575.32

Related Companies

Siam Nissan

Krungthai Co.,Ltd.

Purchase of cars At cost after deduct special discount 65,996,261.68 87,579,761.67 65,996,261.68 87,579,761.67

Service centre and carpark

rental

Agreed price by area 1,490 sqm.

and 3,000 sqm., charge 100,000

Baht/Month 1,200,000.00 1,200,000.00 1,200,000.00 1,200,000.00

Toyota Krungthai Co.,Ltd.

Purchases of cars Market price for major buyer 632,566,526.88 757,961,850.42 612,593,539.68 757,961,850.42

Car Loft Import Co., Ltd.

Commission expenses Agreed price at the rate

28,037.39 Baht/car, sale to person 140,186.95 - 140,186.95 -

Purchase of cars Market price for major buyer 27,421,495.33 - 27,421,495.33 -

Directors and executive remuneration

Directors 951,986.00 882,750.00 951,986.00 882,750.00

Executive directors 9,347,564.50 8,909,981.53 7,507,700.50 6,974,003.50

Executives 7,626,093.10 6,575,219.70 5,875,914.10 5,207,875.70

Total 17,925,643.60 16,367,951.23 14,335,600.60 13,064,629.20

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

Directors and executive remuneration Management benefit expenses represents the benefits paid to the Company’s management such as salaries and related benefit including the benefit paid by other means. The Company’s management is the persons who are defined under the securities and Exchange Act. The management comprises board of directors, president, executive director, assistant managing directors and manager.

Baht

Consolidated financial

statements

Separate financial statements

2012 2011 2012 2011

Outstanding balances at the statements of financial position

Subsidiary company

Short - term loans

Krungthai Automobile Co., Ltd. - - - 30,000,000.00

Accrued expenses - commission

Krungthai Automobile Co., Ltd. - - 2,040,000

.00

5,460,00

0.00

Related companies

Accrued incomes - rental

Car Loft Import Co., Ltd. 86,290.00 172,580.00 - -

Trade payables

Siam Nissan Krungthai Co., Ltd. 4,917.72 5,709.52 4,917.72 5,709.52

Toyota Krungthai Co., Ltd. 487,278.79 273,417.21 487,278.79 273,417.21

Total 492,196.51 279,126.73 492,196.51 279,126.73

Accounts payable - purchase assets for leases

Siam Nissan Krungthai Co., Ltd. 1,938,467.24 - 1,938,467.24 -

Toyota Krungthai Co., Ltd. 2,430,607.29 9,690,691.25 2,430,607.29 9,690,691.25

Total 4,369,074.53 9,690,691.25 4,369,074.53 9,690,691.25

The Company together with Siam Nissan Krung Thai Co., Ltd. have jointly signed a land lease agreement for a period of 22 years, expiring in January 2023 that the leasehold right is divided equally. The Company shall pay a monthly rent in accordance to the contract, as disclosed in Note 27, the Company has constructed the office building and the car show room where as Siam Nissan Krungthai Company Limited has constructed the services centre and the car park. On February 20, 2004, the Company has entered into the car show room rental agreement with a related company (Siam Nissan Krungthai Company Limited), the period of the lease term extended to the year ending of February 19, 2014 in which the Company shall receive the rent monthly of Baht 83,000.00. And on the same date (February 20, 2004) the Company has entered into a lease agreement to rent the services centre and car park from a related company, in the year 2005, the rental period of 3 years has been changed to end on March 20, 2015. The Company shall pay the rent monthly of Baht 100,000.00.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

5. CASH AND CASH EQUIVALENTS This account consisted of:

Baht Consolidated

financial statements Separate

financial statements 2012 2011 2012 2011

Cash on hand 297,087.39 420,182.05 86,841.55 87,058.05 Cheque on hand - 380,000.00 - - Cash at banks - current accounts 17,254,031.20 25,060,665.67 17,254,031.20 25,060,665.67 Cash at banks - savings accounts 139,842,518.55 56,756,695.41 42,369,162.77 45,367,716.71 Cash at banks - fixed deposit 3 months - 7,186,448.25 - 7,186,448.25 Total 157,393,637.14 89,803,991.38 59,710,035.52 77,701,888.68

The Company and its subsidiary have made an agreement to allow the bank to automatically transfer funds from the savings accounts to such current accounts, in case of an overdraft. At December 31, 2012 and 2011 the Company has cash at banks - savings accounts has interest rate of 0.75% - 0.85% per annum and 0.25% - 0.87% per annum, respectively and cash at banks-fixed deposit 3 months has interest rate of 1.05% - 1.85% per annum. 6. INVESTMENT IN AVAILABLE - FOR - SALE SECURITIES This account consisted of:

Baht Consolidated financial statements/Separate financial

statements 2012 2011 Units Baht Units Baht

Investment in available - for - sale securities TMB Treasury Money Fund 53,626.2683 643,124.37 53,626.2683 642,249.96

Add Unrealized gain from valuation of investment 27,397.04 10,430.00 670,521.41 652,679.96 Investment in available - for - sale securities K Treasury Fund 30,172.7296 356,309.76 1,303.5944 15,129.77

Add Unrealized gain from valuation of investment 3,596.59 31.00 359,906.35 15,160.77 Total investment in available - for - sale securities - at fair value 1,030,427.76 667,840.73

83

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 7. TRADE AND OTHER RECEIVABLES This account consisted of : Baht

Consolidated financial statements Separate financial statements 2012 2011 2012 2011 Trade receivables Classified by aging Undue 129,886,848.95 158,718,656.17 121,853,966.41 130,585,756.99 Over 0 months to 3 months 11,003,296.20 25,010,124.11 11,003,296.20 25,010,124.11 Over 3 months to 6 months 2,115,264.29 4,863,443.23 2,115,264.29 4,863,443.23 Over 6 months to 12 months 196,425.62 550,625.91 1,196,425.62 550,625.91 Over 12 months 4,534,398.90 3,867,706.72 4,534,398.90 3,867,706.72 Total 148,736,233.96 193,010,556.14 140,703,351.42 164,877,656.96 Less Allowance for doubtful accounts (5,400,693.26) (3,914,447.95) (5,400,693.26) (3,914,447.95) Net 143,335,540.70 189,096,108.19 135,302,658.16 160,963,209.01 Other receivables Undue 8,077,302.26 19,800,421.80 8,357,243.32 17,117,169.73 Total trade and other receivables 151,412,842.96 208,896,529.99 143,659,901.48 178,080,378.74 Trade receivables consisted of: Account receivable of car leases 97,257,764.95 103,489,126.45 97,257,764.95 103,489,126.45 Account receivable of sale of cars 46,077,775.75 85,606,981.74 38,044,893.21 57,474,082.56 Total 143,335,540.70 189,096,108.19 135,302,658.16 160,963,209.01

The movements of the allowance for doubtful accounts during the year are as follows :

Baht

Consolidated financial statements/

Separate financial statements

2012 2011

Beginning Balance 3,914,447.95 4,552,808.74

Increase during the year 1,486,245.31 -

Decrease during the year - (638,360.79)

Ending Balance 5,400,693.26 3,914,447.95

During 2012, the Company had fully provided an allowance for doubtful accounts for the accounts receivable that are expected to be uncollection in the total amount of Baht 1.49 million.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 During 2011, the Company had written-off the long time outstanding accounts receivable two long time overdue account receivables in the amount of Baht 0.64 million, the Company has litigation proceed until the end. Therefore, the Company had reversed an allowance for doubtful accounts from account in the same amount.

8. INVENTORIES This account consisted of: Baht

Consolidated financial statements Separate financial statements

2012 2011 2012 2011

Car 258,145,914.20 212,041,830.19 178,220,732.03 142,423,289.06

Spare parts of car 2,900,668.26 2,436,722.38 2,900,668.26 2,436,722.38

Total 261,046,582.46 214,478,552.57 181,121,400.29 144,860,011.44

According to TAS 18 (revised 2009) revenue, it has been indicated that if the Company has sale of assets held for rent that usually occur and comply with characteristics of normal business operations, the Company has to transfer these assets to be part of inventory in accordance with the book value at the date that these assets have been stopped for rental and held for sale instead. Then as at December 31, 2012 and 2011, the Company has transferred the assets for leases into the car for sales, totally 554 cars with the amount of Baht 178.22 million and totally 370 cars with the amount of Baht 142.42 million, respectively.

9. CASH AT BANK USING FOR GUARANTEE As at December 31, 2012 and 2011, the Company has fixed deposit accounts with a local commercial banks 4 credit lines and 3 credit lines, respectively. Fixed deposit accounts was guaranteed as follows

Credit Line No.

Credit amount (Million Baht) Guaranteed 2012 2011

1 20 20 The letter of guarantee issued by the bank for rental, biding and using electricity of the Company in credit line of Baht 100 million.

2 30 30 Short - term loans in promissory note in credit line of Baht 80 million (see Note 15).

3 7 7 The credit line of car purchasing with a local leasing company at 10% of the credit that car purchasing.

4 - 6 Short - term loans in promissory note in credit line of Baht 200 million at 10% of the credit using (see Note 15).

57 63

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 During the year 2012 and 2011, the fixed deposit accounts has interest rate of 1.80% -

1.85% per annum, and interest rate of 1.05% - 1.85% per annum, respectively. As at December 31, 2012 and 2011, the subsidiary company has pledged its fixed deposit

in the amount of Baht 48,000.00 with a local commercial bank to secure of the letter of guarantee issue by a local commercial bank for using electricity with interest rate of 1.60% - 2.20% per annum.

10. INVESTMENT IN SUBSIDIARY COMPANY This account consisted of: Baht

Separate financial statements Number of shares Percentage of

holding At equity At cost

2012 2011 2012 2011 2012 2011 2012 2011 Subsidiary company Krungthai Automobile Co., Ltd. 379,993 379,993 95 95 206,023,253.82 154,316,051.43 37,999,300.00 37,999,300.00

206,023,253.82 154,316,051.43 37,999,300.00 37,999,300.00

During the year 2011, the Company has received the dividend from the subsidiary company amount of Baht 32.77 million (See Note 25).

As at January 14, 2013, the Company has entered into the transfer of shares agreement from the subsidiary 20,000 shares and has paid at the amount of 10.81 million Baht. The Securities and Exchange Commission has been notified on January 11, 2013. The Company has been increased the investment proportion in subsidiary by transferring of shares from 95% to 100% of the total number of issued 400,000 shares.

11. ASSETS FOR LEASES This account consisted of:

Baht Consolidated financial statements/Separate financial statements Balance per book Additions Transferred in Balance per book Dec. 31, 2011 (Transferred out) Dec. 31, 2012

At cost Car 4,362,901,404.90 1,052,808,153.70 (1,149,121,726.03) 4,266,587,832.57 Car accessories 73,719,853.58 13,973,669.24 (19,186,191.89) 68,507,330.93 Total 4,436,621,258.48 1,066,781,822.94 (1,168,307,917.92) 4,335,095,163.50 Less Accumulated depreciation Car 1,480,263,286.85 641,757,473.89 (684,224,590.06) 1,437,796,170.68 Car accessories 39,310,491.42 11,665,678.61 (16,906,664.86) 34,069,505.17 Total 1,519,573,778.27 653,423,152.50 (701,131,254.92) 1,471,865,675.85 Car for leases - net 2,917,047,480.21 2,863,229,487.65

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 Baht Consolidated financial statements/Separate financial statements Balance per book Additions Transferred in Balance per book Dec. 31, 2010 (Transferred out) Dec. 31, 2011

At cost Car 4,182,157,642.22 1,119,881,888.68 (939,138,126.00) 4,362,901,404.90 Car accessories 65,924,417.81 14,283,073.78 (6,487,638.01) 73,719,853.58 Total 4,248,082,060.03 1,134,164,962.46 (945,625,764.01) 4,436,621,258.48 Less Accumulated depreciation Car 1,332,559,282.72 631,630,219.82 (483,926,215.69) 1,480,263,286.85 Car accessories 32,720,771.88 11,253,919.02 (4,664,199.48) 39,310,491.42 Total 1,365,280,054.60 642,884,138.84 (488,590,415.17) 1,519,573,778.27 Car for leases - net 2,882,802,005.43 2,917,047,480.21

As at December 31, 2012, the Company has cars for leases under hire - purchase agreements as follow:-

As at December 31, 2012, the Company has transferred the right of 610 cars’ registers as collateral for long-term loans from 4 local financial institutions (see Note 18). As at December 31, 2012, the Company has minimum amounts on car leases under uncancelled operating lease agreements, presented by amounting in contracts as follow :- As at December 31, 2012 and 2012, the Company has been fully depreciated cars for leases but they are still in used at total amounting cost of Baht 51.00 million and Baht 64.13 million, respectively.

Baht At cost Net value Cars (amount of 2,757 cars) 2,003,785,795.17 1,410,990,583.37

Baht Under 1 year 856,761,364.76 Over 1 year to 5 years 1,035,830,994.84 Total 1,892,592,359.60

87

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 12. EQUIPMENT This account consisted of: Baht

Consolidated financial statements Balance per book Additions Deductions Balance per book

Dec. 31, 2011 Dec. 31, 2012 At cost

Equipment 6,288,893.05 557,659.50 - 6,846,552.55 Furniture & fixture and office equipment 22,543,176.06 3,694,188.83 - 26,237,364.89

299,762.62 37,383.18 - 337,145.80

29,131,831.73 4,289,231.51 - 33,421,063.24 Less Accumulated depreciation

3,528,637.36 903,995.00 - 4,432,632.36

Furniture & fixture and office equipment 15,691,589.36 2,546,882.63 - 18,238,471.99 Vehicles 298,746.65 6,118.51 - 304,865.16 Total 19,518,973.37 3,456,996.14 - 22,975,969.51 Equipment - net 9,612,858.36 10,445,093.73

Baht

Consolidated financial statements Balance per book

Additions Deductions Balance per book

Dec. 31, 2010 Dec. 31, 2011

At cost

Equipment 6,026,237.98 289,655.07 (27,000.00) 6,288,893.05

Furniture & fixture and office equipment 19,692,540.48 2,850,635.58 - 22,543,176.06

299,762.62 - - 299,762.62

26,018,541.08 3,140,290.65 (27,000.00) 29,131,831.73

Less Accumulated depreciation

2,705,585.41 850,050.95 (26,999.00) 3,528,637.36

Furniture & fixture and office equipment 13,489,106.07 2,202,483.29 - 15,691,589.36

Vehicles 298,262.51 484.14 - 298,746.65

Total 16,492,953.99 3,053,018.38 (26,999.00) 19,518,973.37

Equipment - net 9,525,587.09 9,612,858.36

88

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

Baht Separate financial statements Balance per

book Additions Deductions Balance per

book Dec. 31, 2011 Dec. 31, 2012 At cost Equipment 5,577,522.77 344,832.00 - 5,922,354.77 Furniture & fixture and office equipment 17,767,425.80 1,837,481.88 - 19,604,907.68 Vehicles 299,762.62 37,383.18 - 337,145.80 Total 23,644,711.19 2,219,697.06 - 25,864,408.25 Less Accumulated depreciation Equipment 3,241,372.18 768,030.33 - 4,009,402.51 Furniture & fixture and office equipment 13,525,615.74 1,696,432.82 - 15,222,048.56 Vehicles 298,746.65 6,118.51 - 304,865.16

17,065,734.57 2,470,581.66 - 19,536,316.23

Equipment - net 6,578,976.62 6,328,092.02

Baht Separate financial statements Balance per

book Additions Deductions Balance per

book Dec. 31, 2010 Dec. 31, 2011 At cost

Equipment 5,446,917.70 157,605.07 (27,000.00) 5,577,522.77 16,654,957.57 1,112,468.23 - 17,767,425.80

Vehicles 299,762.62 - - 299,762.62 Total 22,401,637.89 1,270,073.30 (27,000.00) 23,644,711.19

Less Accumulated depreciation Equipment 2,512,281.47 756,089.71 (26,999.00) 3,241,372.18

Furniture & fixture and office equipment 11,815,916.60 1,709,699.14 - 13,525,615.74 Vehicles 298,262.51 484.14 - 298,746.65

Total 14,626,460.58 2,466,272.99 (26,999.00) 17,065,734.57 Equipment - net 7,775,177.31 6,578,976.62

As at December 31, 2012 and 2011, equipment are fully depreciated but still in use are presented in the consolidated financial statements at cost of Baht 14.87 million and Baht 12.85 million, respectively and in the separate financial statements at the cost of Baht 13.22 million and Baht 11.57 million, respectively.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 13. INTANGIBLE ASSETS This account consisted of: Baht

Consolidate financial statements Balance per

book Additions Deductions Balance per

book Dec. 31, 2011 Dec. 31, 2012

At cost Computer software 6,305,761.29 85,900.00 - 6,391,661.29

Less Accumulated amortization 4,216,480.85 400,142.30 - 4,616,623.15 Intangible assets - net 2,089,280.44 1,775,038.14

Baht Consolidate financial statements Balance per

book Additions Deductions Balance per

book Dec. 31, 2010 Dec. 31, 2011

At cost Computer software 5,795,249.49 510,511.80 - 6,305,761.29 Less Accumulated amortization 3,880,104.69 336,376.16 - 4,216,480.85 Intangible assets - net 1,915,144.80 2,089,280.44

Baht Separate financial statements Balance per

book Additions Deductions Balance per

book Dec. 31, 2011 Dec. 31, 2012

At cost Computer software 5,535,061.75 60,000.00 - 5,595,061.75

Less Accumulated amortization 3,916,977.62 258,857.76 - 4,175,835.38 Intangible assets - net 1,618,084.13 1,419,226.37

Baht Separate financial statements Balance per

book Additions Deductions Balance per

book Dec. 31, 2010 Dec. 31, 2011

At cost Computer software 5,259,445.75 275,616.00 - 5,535,061.75 Less Accumulated amortization 3,681,344.69 235,632.93 - 3,916,977.62 Intangible assets - net 1,578,101.06 1,618,084.13

As at December 31, 2012 and 2011, intangible assets are fully amortization but still in use are presented in the consolidated financial statements at cost of Baht 3.04 million and in the separate financial statements at cost of Baht 2.98 million.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 14. LEASEHOLD RIGHT This account consisted of: Baht

Consolidated financial statements

Balance per book Additions Deductions Transferred in Balance per

book

Dec. 31, 2011 (Transferred out) Dec. 31, 2012

At cost

Leasehold right land 14,875,335.00 - - - 14,875,335.00

Utilization right of buildings on leasehold right 71,629,759.39 2,069,983.00 - - 73,699,742.39

Utilization right of land improvement on leasehold 546,200.00 - - - 546,200.00

- 12,134,593.98 - - 12,134,593.98

Total 87,051,294.39 14,204,576.98 - - 101,255,871.37

Less Accumulated amortization

Leasehold right land 4,762,718.42 1,367,184.36 - - 6,129,902.78

Utilization right of buildings on leasehold right 27,288,538.51 7,160,237.87 - - 34,448,776.38

Utilization right of land improvement on leasehold 158,398.00 54,769.64 - - 213,167.64

Total 32,209,654.93 8,582,191.87 - - 40,791,846.80

Leasehold right - net 54,841,639.46 60,464,024.57

Baht

Consolidated financial statements

Balance per book Additions Deductions Transferred in Balance per

book

Dec. 31, 2010 (Transferred out) Dec. 31, 2011

At cost

Leasehold right land 8,500,000.00 6,375,335.00 - - 14,875,335.00

Utilization right of buildings on leasehold right 56,188,470.14 254,645.71 - 15,186,643.54 71,629,759.39

Utilization right of land improvement on leasehold 546,200.00 - - - 546,200.00

2,432,748.58 12,753,894.96 - (15,186,643.54) -

Total 67,667,418.72 19,383,875.67 - - 87,051,294.39

Less Accumulated amortization

Leasehold right land 3,477,269.12 1,285,449.30 - - 4,762,718.42

Utilization right of buildings on leasehold right 21,860,498.22 5,428,040.29 - - 27,288,538.51

Utilization right of land improvement on leasehold 103,778.00 54,620.00 - - 158,398.00

Total 25,441,545.34 6,768,109.59 - - 32,209,654.93

Leasehold right - net 42,225,873.38 54,841,639.46

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

Baht

Separate financial statements

Balance per book Additions Deductions Balance per book

Dec. 31, 2011 Dec.31, 2012

At cost

Leasehold right land 8,500,000.00 - - 8,500,000.00

24,087,457.69 - - 24,087,457.69

546,200.00 - - 546,200.00

Total 33,133,657.69 - - 33,133,657.69

Less Accumulated amortization

Leasehold right land 3,863,632.76 386,363.64 - 4,249,996.40

Utilization right of building on leasehold right 10,417,369.39 1,207,672.54 - 11,625,041.93

Utilization right of land improvement on leasehold 158,398.00 54,769.64 - 213,167.64

Total 14,439,400.15 1,648,805.82 - 16,088,205.97

Leasehold right - net 18,694,257.54 17,045,451.72

Baht

Separate Balance Sheets

Balance per book Additions Deductions Balance per book

Dec. 31, 2010 Dec.31, 2011

At cost

Leasehold right land 8,500,000.00 - - 8,500,000.00

24,087,457.69 - - 24,087,457.69

546,200.00 - - 546,200.00

Total 33,133,657.69 - - 33,133,657.69

Less Accumulated amortization

Leasehold right land 3,477,269.12 386,363.64 - 3,863,632.76

Utilization right of building on leasehold right 9,213,000.25 1,204,369.14 - 10,417,369.39

Utilization right of land improvement on leasehold 103,778.00 54,620.00 - 158,398.00

Total 12,794,047.37 1,645,352.78 - 14,439,400.15

Leasehold right - net 20,339,610.32 18,694,257.54

The Company together with Siam Nissan Krungthai Co., Ltd. have jointly signed a land lease agreement for a period of 22 years, expiring in January 2023 that the leasehold right is divided equally. The Company shall pay a monthly rent in accordance to the contract, as disclosed in Note 27, the land is constructed for the office building and the car show room where as Siam Nissan Krungthai Company Limited, used for operating of the services centre and the car park.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 Building of the subsidiary company is located at leasehold land for a period of 11 years 3

months (expiring in September 23, 2016), as disclosed in Note 27. During 2011, the subsidiary company had paid the rental leasehold land for construct Toyota

Sure Krungthai, Srinakarin branch in the amount of Baht 6.37 million for a period 6 years 6 months (expiring in July 31, 2017), as disclosed in Note 27. The building on leasehold land is during a construction of Toyota Sure Krungthai, Srinakarin branch, the amount according to the contract of Baht 12.30 million (not included vat).

Under the land lease agreement, the Company and its subsidiary are obligated to transfer the title deeds of the building on the leased land to the land owner, when the term of the contract is completed.

15. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS This account consisted of: As at December 31, 2012 and 2011, the Company has the bank overdrafts with the two local commercial banks with two credit line totalling of the second Baht 25 million, which consisted the first credit line of Baht 20 million and the second Baht 5 million, carrying interest MOR per annum. The first loan is guaranteed by the land and construction of the related company and by the directors of the company and the second loan is no guaranteed.

Baht

Consolidated Separate

financial statements financial statements

2012 2011 2012 2011

Bank overdrafts 23,833,956.83 4,442,900.85 22,412,722.15 1,023,607.05

Promissory notes 10,000,000.00 170,000,000.00 10,000,000.00 170,000,000.00

Total 33,833,956.83 174,442,900.85 32,412,722.15 171,023,607.05

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 And as at December 31, 2012 and 2011, the Company has short-term loans in promissory

notes with three local commercial banks are as follows :-

Credit

Line No.

Credit amount

(Million Baht) Interest Rate Guaranteed

1 80 MMR The Company’s fixed deposit amount of Baht 30 million

2 50 MMR The land and construction of the related company and by

the directors of the company

3 30 MMR No guaranteed

4 200 MMR Fixed deposit to guarantee 10% of existing loan.

5 50 MMR No guaranteed

410

As at December 31, 2012 and 2011, the subsidiary company has bank overdraft from a local commercial bank with a credit line of Baht 20 million, carrying interest at the ceiling rate per annum. This loan is guaranteed by the directors of the company.

As at December 31, 2011, bank overdraft of the subsidiary company using to guarantee the electricity of the subsidiary company and branch credit line of Baht 0.15 million.

16. BILL OF EXCHANGE According to the minutes of the Board of Directors Meeting No. 1/2012 dated January

12, 2012, it was approved to issue and offer fixed-income instruments for sale in the form of short-term exchange bills to institutional investors or major investors in the amount not over Baht 300 million and up to the term of 270 days from the date of issuance. The offering price is the face value of the bill discounted by the market rate at that time. The offering period starts from January 26, 2012 to January 23, 2013. The purpose of this issuance is for use as working capital in the business of the company. As at January 26, 2012, the Company had already issued these bills to the institutional investors in the amount of Baht 120 million with the term of 180 days its maturity then, and July 24, 2012, The Company issued new bill of exchange to the institutional investors in the amount of Baht 160 million with the term of 177 days, with interest at 3.9% per annum, and maturity on January 17, 2013 as follows :-

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

The discount from face value is amortized and recognized as finance cost amount of Baht 5.14 million, in Consolidated financial statements/Separate financial statements. 17. SHORT - TERM LOAN FROM SUBSIDIARY COMPANY As at December 31, 2011, the Company has short - term loan from a subsidiary company in the amount of Baht 30.00 million, with carrying interest at 4.725 percent per year, which have dued as February 22, 2012. 18.LONG-TERM LOAN FROM FINANCIAL INSTITUTIONS This account consisted of:

Baht Consolidated financial statements/

Separate financial statements 2012 2011 Bill of exchange-face value 160,000,000.00 - Less discount (262,302.70) - Bill of exchange-amortized value 159,737,697.30 -

Baht Consolidated financial statements/ Separate financial statements 2012 2011

Long-term loan from financial institutions 332,838,845.01 376,758,511.07 Less current portion due within one year (135,035,357.31) (135,421,495.85) Net 197,803,487.70 241,337,015.22

95

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 As at December 31, 2012, the Company has 7 credit lines of long-term loans with four local financial institutions. Each credit line has been withdrawn to several loans which have their own repayment term by approximate highest average term at 60 months. The details are as follows:

Under the long - term loan agreements, the Company shall have to comply with certain conditions and restrictions as specified in the agreement. The Company has to maintain a proper financial ratio at the agreed rate. (3.5 : 1 time) 19. HIRE-PURCHASE CONTRACTS PAYABLE This account consisted of:

Credit Line

Credit Line (Million Baht)

Withdrawal loan (Million

Baht)

Interest Rate per annum

Monthly installment

(Million Baht)

The first installment date of 1th loan to

The final installment date

of final loan

Guaranteed The right of car’s

registers of the company

1 50 50 MLR-1.5% 0.97 Sep.09 - Apr. 15 64 2 50 50 MLR-1.2% 1.00 Mar. 10 - Mar. 12 24 3 50 50 MLR-1.45% 1.00 Jun. 10 - Aug. 13 69 4 50 50 MLR-1.45% 1.00 Apr. 11 - Jul. 14 63 5 100 100 Fixed Rate 2.00 Aug. 10 - Nov. 13 122 6 150 70 Fixed Rate 1.40 Aug. 12 - Dec. 15 83 7 160 150 Fixed Rate 1.67 Jun. 11 - Nov. 16 185 610 520 9.04 610

Baht Consolidated financial statements/

Separate financial statements 2012 2011

Hire-purchase contracts payable - car 1,325,857,791.16 1,530,916,478.72 Less deferred interest (78,061,433.44) (89,940,822.25) 1,247,796,357.72 1,440,975,656.47 Less current portion due within one year (524,997,130.04) (718,279,510.99) Net 722,799,227.68 722,696,145.48

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

As at December 31, 2012, the Company has liabilities under hire - purchase agreements represent the hire-purchase of cars with 10 local leasing companies, total 2,757 contracts. The payment of these contracts are as follows: Under the terms of hire-purchase contracts referred to above, the Company has to comply with certain conditions and restrictions as specified in the contracts. The right of assets under hire-purchase contracts will be transferred to the Company when final payment is made. 20. EMPLOYEE BENEFIT OBLIGATIONS The Company adopted “TAS 19; Employee Benefits” with effect from January 1, 2011. The statements of financial position The statements of financial position

Baht

Principal Deferred interest Total debts

Payment due within 1 year 524,997,130.04 44,672,936.62 569,670,066.66

Payment due over 1 year to 5 years 722,799,227.68 33,388,496.82 756,187,724.50

Total 1,247,796,357.72 78,061,433.44 1,325,857,791.16

As at December 31, 2012 and 2011

Baht

Consolidated financial statements Separate financial statements

Defined benefit obligations at January 1, 2,608,466.00 1,919,976.00 2,499,107.00 1,862,936.00

Current service costs and interest 892,823.00 688,490.00 809,917.00 636,171.00

Defind benefit obligations at December 31, 3,501,289.00 2,608,466.00 3,309,024.00 2,499,107.00

For the years ended December 31, 2012 and 2011

Baht

Consolidated financial statements Separate financial statements

2012 2011 2012 2011

Current service costs 784,798.96 608,985.00 706,453.96 559,045.00

Interest on obligation 108,024.04 79,505.00 103,463.04 77,126.00

Total 892,823.00 688,490.00 809,917.00 636,171.00

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

Principal actuarial assumptions at the reporting date

For the years ended December 31, 2012 and 2011

Percentage

Consolidated financial statements

Separate financial statements

Discount rate 4.1400, 4.1707 4.1400 Salary increase rate 6.50 6.50 Employee turnover rate 26 - 30 8 - 39 Disability rate 5 of Mortality rate 5 of Mortality rate

Mortality rate From Thai Mortality Ordinary

Tables of 2008 From Thai Mortality Ordinary

Tables of 2008

21. OTHER INCOME This account consisted of :-

Baht

Consolidated financial statements Separate financial statements

2012 2011 2012 2011

Interest income 1,845,298.03 1,650,071.08 1,628,311.73 1,360,851.08

5,065,138.34 3,146,793.46 5,065,138.34 3,146,793.46

Repair service income 14,941,736.86 14,437,247.35 14,941,736.86 14,437,247.35

24,512,447.38 15,911,324.72 - -

12,189,160.00 24,713,665.33 12,189,160.00 24,713,665.33

32,618,807.32 32,812,260.49 17,684,137.08 24,249,293.75

Total 91,172,587.93 92,671,362.43 51,508,484.01 67,907,850.97

22. EXPENSES BY NATURE Expenses by nature are as follows :

Baht

Consolidated financial statements Separate financial statements

2012 2011 2012 2011

Change in inventories (46,568,029.89) (77,733,159.78) (36,261,388.85) (70,368,902.40)

Purchase of used cars 354,608,348.66 311,783,914.14 - -

Depreciation and amortization 665,862,482.81 652,972,412.25 657,801,397.74 647,231,397.54

Employee benefit costs 86,344,614.51 71,493,337.30 58,247,049.17 48,159,119.29

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

23. CORPORATE INCOME TAX Corporate income tax for the year 2011 is calculated by multiplying from tax profits by the

rate of 30% of net profits. Corporate income tax is calculated by multiplying earnings represents net profit before income tax for the period, after adding back certain expenses which are non-deductible for income tax computation purposes, and less certain transactions which are exemption or allowable from income tax. According to the Royal Decree 530 (B.E. 2554) dated December 14, 2011 issued under the Revenue Code, regarding the reduction of income tax rates, corporate income tax for the year 2012 is calculated by multiplying from tax profits by the rate of 23% of net profits, and for the year 2013, onwards by the rate of 20% of net profits.

The reconciliation between accounting profit and taxable profit are as follow:- 24. LEGAL RESERVE The Company Under the provision of the Public Limited Companies, the Company is required to set aside as statutory reserve at lease 5% of its annual net income until the reserve reaches 10% of authorized capital. The reserve is not available for dividend distribution. A subsidiary Company Under the provision of the civil and commercial code, the Company is required to set aside as statutory reserve at lease 5% of its net income at each dividend declaration until the reserve reaches 10% of authorized capital. The reserve is not available for dividend distribution.

Baht

Consolidated financial statements Separate financial statements

2012 2011 2012 2011

The accounting profit before income tax expense

522,742,165.85 455,556,470.78 452,075,710.42 426,802,956.24

The accounting effect on revenue and expenses which are not considered to be

taxable revenues and expenses

- Gain on sale from car for lease 104,323,629.21 87,337,235.88 104,323,629.21 87,337,235.88

- Depreciation from car for lease (82,585,037.39) (113,418,016.50) (82,585,037.39) (113,418,016.50)

- Dividend income from subsidiaries - - - (32,770,000.00)

- Other reconciliation items 980,455.97 4,058,043.08 1,024,804.92 130,132.66

Taxable profit 545,461,213.64 433,533,733.24 474,839,107.16 368,082,308.28

Income tax expense for the year 125,456,079.14 130,060,119.97 109,212,994.65 110,424,692.48

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

25. APPROPRIATED OF RETAINED EARNINGS

A Parent Company For the year 2012 At the ordinary shareholders’ meeting for the year 2012 held on April 25, 2012, the shareholders unanimously approved to pay dividend from the Company operation year 2011 to the shareholders with Baht 0.76 per share, in the amount of Baht 190.00 million. The dividend paid in the amount of Baht 100.00 million was paid on September 7, 2011, and the remaining in the amount of Baht 90.00 million, appropriated for 250,000,000 shares of Baht 0.36 each was paid on May 22, 2012. At the committees’ meeting No. 3/2012 held on August 9, 2012, the committees unanimously approved to pay interim dividend in the amount of Baht 107.50 million, appropriated for 250,000,000 shares of Baht 0.43 each. The interim dividend is fully paid on September 7, 2012. Total paid dividend for the year 2012 in the amount of Baht 197.50 million. For the year 2011 At the ordinary shareholders’ meeting for the year 2011 held on April 27, 2011, the shareholders unanimously approved to pay dividend from the Company operation year 2010 to the shareholders with Baht 0.74 per share, in the amount of Baht 185.00 million. The dividend paid in the amount of Baht 90.00 million was paid on September 9, 2010, and the remaining in the amount of Baht 95.00 million, appropriated for 250,000,000 shares of Baht 94.99 million was paid on May 26, 2011, and the shareholder that no right to received dividend was 100 shares in the amount of Baht 38.00. At the committees’ meeting No. 3/2011 held on August 8, 2011, the committees unanimously approved to pay interim dividend in the amount of Baht 100.00 million, appropriated for 250,000,000 shares of Baht 0.40 each. The interim dividend is fully paid on September 7, 2011. Total paid dividend for the year 2011 in the amount of Baht 195.00 million. A Subsidiary Company At the ordinary shareholders’ meeting for the year 2011 held on February 28, 2011, shareholders unanimously approved to pay dividend from the retained earning for the year 2010 to the shareholders with Baht 86.25 per share in the amount of Baht 34.50 million, appropriated for 400,000 shares was paid on March 25, 2011, and approved to set up the legal reserve in the amount of Baht 1.96 million.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 26. BASIC EARNINGS PER SHARE Basic earnings per share is computed by dividing profit for the year attributable to shareholders by the weighted average number of ordinary shares in issue during the year.

Consolidated financial statements 2012 2011

Profit for the year attributable to ordinary shareholders (Baht) Profit of share holders of parent 394,564,918.16 323,401,946.46

Weighted average number of ordinary shares (Shares) 250,000,000 250,000,000 Basic earnings per share (Baht per share) 1.59 1.30

Separate financial statements 2012 2011 Profit for the year attributable to ordinary shareholders (Baht) 342,862,715.77 316,378,263.76 Weighted average number of ordinary shares (Shares) 250,000,000 250,000,000 Basic earnings per share (Baht per share) 1.37 1.27

27. COMMITMENTS AND CONTINGENT LIABILITIES 27.1 Commitments of the operating lease As at December 31, 2012, the Company and its subsidiary have operating leases as follow:

Type of lease Periods Remaining rental expenses

The Company

Land rental contract - building Jan. 22, 2002 - Jan. 21, 2023 year 1 - No charge

years 2-11 - Baht 30,000 per month

years 12-22 - Baht 45,000 per month

Land rental contract - carpark Dec. 22, 2008 - Mar. 5, 2010 No charge

Mar. 6, 2010 onward (until

termination of the contract)

Baht 16,000 per month

Service centre and carpark rental contract Feb. 20, 2004 - Feb. 19, 2015 Baht 100,000 per month

A subsidiary Company

Land rental contract - sale office (Head office) Jun. 24, 2005 - Sep 23, 2015 years 1-9 - Baht 300,000 per month

years 10-11 - Baht 330,000 per month

Land rental contract - sale office (Ram Intra KM.9) 3 months (until termination of

the contract )

Baht 52,631.58 per month

Land rental contract - sale office (Srinakarin) Feb. 1, 2011 - Jul. 31, 2017 Feb. - Jul. 2011 - No charge

Aug. 2011 - Jul. 2014 - Baht 450,000 per month

Aug. 2014 - Jul. 2017 - Baht 495,000 per month

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 27.2 Commitments of services contracts As at December 31, 2012, the Company has 19 services contracts for the periods 1 - 4

years, the total rate of service charge of Baht 2.53 million per year. 27.3 Commitments of capital expenditure

As at December 31, 2012, the subsidiary company has the contract for design and construction branch office building, which the subsidiary company will be to pay under the both agreement in the amount of Baht 0.55 million (included VAT).

27.4 Guarantee

As at December 31, 2012, the Company and subsidiary have guarantee as follow:- 1. The Company has letters of guarantee issued by a local commercial bank for rental

bidding guarantee in the amount of Baht 46.55 million and using electricity in the amount of Baht 0.23 million. The credit line is guaranteed by the deposit fixed-account of the company, the related company and directors of the company (total guarantee of Baht 165 million).

And the subsidiary company has 3 letters of guarantee issued by a local commercial bank for using electricity, guarantee by fixed deposit of bank in the amount of Baht 0.05 million and guarantee by fixed deposit of directors in the amount of Baht 0.14 million, (total guarantee of Baht 0.15 million), respectively.

2. The Company has entered into the credit facility of promissory notes from a bank in the line by Baht 200.00 million. Under the agreement, the Company accepted to deliver the right on fixed deposit of the same bank to guarantee 10% of existing loan.

3. The subsidiary company has money deposit for guarantee land using with the lessor in the amount of Baht 0.90 million. The lessor will return the money deposit by no interest when the contract completed, if not against the condition of the contract and no any damage incurred with land rental.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 28. FINANCIAL INFORMATION BY SEGMENT The Company and its subsidiary have engaged in two main business, car rental and used car distribution and its operations are mainly carried in the same geographic area in Thailand. The financial information by segments are classified by business activities as follows. Business activities are classified by product segments for the years ended December 31, 2012 and 2011 as follows :- Thousand Baht Car rent of operating Used car distribution Total

2012 2011 2012 2011 2012 2011 Revenues Income on car leases 1,101,857 1,096,943 - - 1,101,857 1,096,943 Income on sale of cars 883,469 720,558 425,742 378,004 1,309,211 1,098,562

Total

1,985,326 1,817,501 425,742 378,004 2,411,068 2,195,505

Cost Cost of car leases 912,912 887,323 - - 912,912 887,323 Cost of sales of cars 434,396 378,651 365,521 322,203 799,917 700,854

Total

1,347,308 1,265,974 365,521 322,203 1,712,829 1,588,177

Gross profit 638,018 551,527 60,221 55,801 698,239 607,328 Total assets as of December 31,

Assets for leases - net 2,863,229 2,917,047 - - 2,863,229 2,917,047

Fixed assets - net 23,374 25,274 47,535 39,181 70,909 64,455

Intangible assets - net 1,419 1,618 356 471 1,775 2,089

Other assets 531,743 552,056 191,249 116,519 722,992 668,575

Total 3,419,765 3,495,995 239,140 156,171 3,658,905 3,652,166

29. DISCLOSURE OF FINANCIAL INSTRUMENTS 29.1 Accounting policies Details of significant accounting policies and methods adopted, including criteria for

recognition of revenues and expenses relating to financial assets and financial liabilities are disclosed in Note 3.

29.2 Credit risk The Company is exposed to credit risk primarily relating to trade accounts receivable. The management of the Company manages this risk by establishing appropriate credit control policies and procedures. Therefore, it does not expect to incur material losses from debt collection more than the amount already provided in the allowance for doubtful accounts.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011 29.3 Interest rate risk The Company is exposed to interest rate risk that relates primarily to cash and cash equivalents, cash at banks using for guarantee, bank overdrafts and short-term loans from financial institutions, Long- term loans from financial institutions, Hire-purchase contracts payable and Employee benefit obligations. Since most of the Company’s financial assets and financial liabilities carry floating interest rates or have fixed interest rates, which are close to the market rates, the interest rate risk is low.

As at December 31, 2012, the significant financial assets and financial liabilities classified by types of interest rates were as follows:

Baht

Consolidated financial statements

Floating Fixed Interest Total

interest rate interest rate - free

Financial assets

Cash and cash equivalents 139,842,518.55 - 17,551,118.59 157,393,637.14

Cash at banks using for guarantee 57,560,920.30 - - 57,560,920.30

Financial liabilities

Bank overdrafts and short-term loans

from financial institutions 10,000,000.00 - 23,833,956.83 33,833,956.83

Bill of exchange - 159,737,697.30 - 159,737,697.30

Long-term loans from financial institutions 95,754,550.00 237,084,295.01 - 332,838,845.01

Hire-purchase contracts payable 1,247,796,357.72 - - 1,247,796,357.72

Employee benefit obligations 3,501,289.00 - - 3,501,289.00

Baht

Separate financial statements

Floating Fixed Interest Total

interest rate interest rate - free

Financial assets

Cash and cash equivalents 42,369,162.77 - 17,340,872.75 59,710,035.52

Cash at banks using for guarantee 57,507,476.25 - - 57,507,476.25

Financial liabilities -

Bank overdrafts and short-term loans

from financial institutions 10,000,000.00 - 22,412,722.15 32,412,722.15

Bill of exchange - 159,737,697.30 - 159,737,697.30

Long-term loans from financial institutions 95,754,550.00 237,084,295.01 - 332,838,845.01

Hire-purchase contracts payable 1,247,796,357.72 - - 1,247,796,357.72

Employee benefit obligations 3,309,024.00 - - 3,309,024.00

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO THE FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2012 AND 2011

29.4 Estimated fair value of financial instruments The following methods and assumptions were used by the Company in estimating fair value of financial instruments as disclosed herein: Cash and cash equivalents, investment in marketable security and accounts receivable; fair values approximate to their carrying value. Bank overdrafts and short-term loans from financial institutions which carry floating interest rate, fair value is based on carrying values. Accounts payable, fair value approximate to carrying value. Long-term loans from financial institutions which carry floating interest rate, fair value approximate to carrying value. For hire-purchase contracts payable and financial lease contracts payable carried interest at the fixed rate, the Company is unable to estimate their fair values due to no adequate information. 30. CAPITAL MANAGEMENT The primary objective of capital management of the Company and its subsidiaries is to ensure that it has an appropriate financial structure and preserves the ability to continue its business as a going concern. According to the balance sheet as at December 31, 2012, the Company and its subsidiary debt-to-equity ratio was 1.28:1 (December 31, 2011: 1.60:1) and the Company's was 1.43:1 (December 31, 2011: 1.76:1). 31. PROVIDENT FUND The Company established a contributory registered provident fund covering all permanent employees in accordance with the Provident Fund Act B.E. 2530 by joining into a pool of provident fund named Tisco Ruamtun 2 Registered Provident Fund. Under the provident fund plan, employees’ and Company’s contributions are equivalent to certain percentages of employees’ basic salaries based on the length of employment. The employees are entitled to the Company’s contributions in accordance with the rules and regulations of the fund and on the length of service with the Company. The Company and have contributed to the fund for the years ended December 31, 2012 and 2011 in the amount of Baht 1.16 million and Baht 0.98 million. 32. APPROVAL OF FINANCIAL STATEMENTS These financial statements have been approved by the Company’s director on February 19, 2013.

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