TRUE MOVE COMPANY LIMITED INTERIM CONSOLIDATED AND …

TRUE MOVE COMPANY LIMITED INTERIM CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS �UNAUDITED) 31 MARCH 2009

PricewaterhouseCoopers ABAS Ltd.15th Floor Bangkok City Tower179/74-80 South Sathorn Road

Bangkok 10120Telephone 66 (0) 2344 1000

66 (0) 2286 9999Facsimile 66 (0) 2286 5050

p.a. Box 800 Bangkok 10500www.pwc.com/thailand

AUDITOR'S REPORT ON REVIEW OF INTERIM FINANCIAL STATEMENTS

To the Shareholders and the Board of Directors of True Move Company Limited

I have reviewed the accompanying consolidated and company balance sheets of True Move Company Limited and itssubsidiaries and of True Move Company Limited, respectively, as at 3 I March 2009 and the related consolidated andcompany statements of income, changes in shareholders' equity, and cash flows for the three-month periods ended 31March 2009 and 2008. These financial statements are the responsibility of the Company's management. Myresponsibility is to issue a report on these interim financial statements based on my reviews.

I conducted my reviews in accordance with the standard on auditing applicable to review engagements. This standardrequires that I plan and perform the review to obtain moderate assurance as to whether the interim financial statements are

free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical proceduresapplied to financial data and thus provides less assurance than an audit, and accordingly, I do not express an audit opinion.

Based on my reviews, nothing has come to my attention that causes me to believe that the interim financial statements

referred to above are not presented fairly, in all material respects, in accordance with generally accepted accountingprinciples.

Without qualifying my review report, I draw attention to note 21 to the interim financial statements. There are

uncertainties in respect of significant outstanding lawsuits and commercial disputes in relation to access charge. Theultimate outcome of such lawsuits and commercial disputes cannot presently be determined and no provision for anyliability that may result has been made in the financial statements.

I have audited the consolidated and company financial statements for the year ended 3 I December 2008 of True

Move Company Limited and its subsidiaries and of True Move Company Limited, in accordance with generallyaccepted auditing standards and expressed an unqualified opinion on those statements but drew attention in relation to

significant uncertainties in respect of outstanding lawsuits and commercial disputes of access charge in my reportdated 25 February 2009. The consolidated and company balance sheets as at 31 December 2008, presented forcomparative purposes, are part of the financial statements that I have audited and on which I issued a report as statedabove, and I have not performed any other auditing procedures subsequent to the date of that report.

Pisit ThangtanagulCertified Public Accountant (Thailand) No. 4095PricewaterhouseCoopers ABAS Limited

Bangkok13 May 2009

True Move Company Limited Balance Sheets As at 31 March 2009 and 31 December 2008

(Unaudited) (Audited) (Unaudited) (Audited)31 March 31 December 31 March 31 December

2009 2008 2009 2008Notes Baht Baht Baht Baht

Assets

Current assets

Cash and cash equivalents 3,317,542,634 1,708,143,585 3,057,929,443 1,423,271,166Restricted cash 43,583,969 43,584,663 43,583,969 43,584,663Trade accounts receivable, net (including amounts due from related companies) 6 5,060,009,704 4,539,181,823 4,287,914,743 4,349,246,561Amounts due from related companies 19 130,136,899 119,507,414 65,672,514 107,844,043Inventories, net 7 1,263,116,869 1,189,376,454 326,964,771 44,481,360Claimable value added tax 219,785,771 379,849,268 114,452,844 241,889,790Other current assets 8 1,306,724,642 1,396,931,430 1,190,861,253 1,290,082,900

Total current assets 11,340,900,488 9,376,574,637 9,087,379,537 7,500,400,483

Non-current assets

Property, plant and equipment, net 10 35,228,460,936 35,226,923,865 34,924,607,353 34,926,846,079Intangible assets, net 10 3,722,159,768 1,516,371,881 3,711,422,825 1,506,818,677Forward contract receivable 33,882,625 320,686,335 33,882,625 320,686,335Other non-current assets 148,748,236 145,148,050 118,470,317 116,885,018

Total non-current assets 39,133,251,565 37,209,130,131 38,788,383,120 36,871,236,109

Total assets 50,474,152,053 46,585,704,768 47,875,762,657 44,371,636,592

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Director ___________________________________ Director _________________________________

Consolidated Company

The notes are an integral part of these interim financial statements.

True Move Company Limited Balance Sheets (Cont’d)

As at 31 March 2009 and 31 December 2008

(Unaudited) (Audited) (Unaudited) (Audited)31 March 31 December 31 March 31 December

2009 2008 2009 2008Notes Baht Baht Baht Baht

Liabilities and sharholders’ equity

Current liabilities

Trade accounts and notes payable (including amount due to related companies) 11 7,548,272,497 8,341,098,187 4,898,286,755 6,371,103,523Other accounts payable 230,309,377 667,334,918 190,478,145 600,723,211Current portion of long-term borrowings 12 1,659,796,885 1,683,387,036 1,659,796,885 1,683,387,036Amounts due to related companies 19 60,295,171 157,968,545 183,248,324 258,730,200Accrued expenses 1,524,622,216 1,052,451,341 1,524,399,522 1,087,542,991Accrued regulatory cost 3,956,067,055 2,721,111,871 3,956,067,055 2,721,111,871Unearned service income 239,538,845 199,970,244 239,538,845 197,766,194Forward contract payable 448,570,957 874,345,336 448,570,957 874,345,336Liability under agreement for operation 13 341,033,150 315,338,061 341,033,150 315,338,061Other current liabilities 173,980,403 443,502,864 142,678,274 132,392,556

Total current liabilities 16,182,486,556 16,456,508,403 13,584,097,912 14,242,440,979

Non-current liabilities

Notes payable 11 372,333,049 359,771,781 372,333,049 359,771,781Long-term borrowings 12 26,674,371,760 26,568,454,863 26,674,371,760 26,568,454,863Forward contract payable 1,584,780,039 3,605,244,180 1,584,780,039 3,605,244,180

Liability under agreement for operation 13 4,434,215,384 2,245,087,280 4,434,215,384 2,245,087,280

Total non-current liabilities 33,065,700,232 32,778,558,104 33,065,700,232 32,778,558,104

Total liabilities 49,248,186,788 49,235,066,507 46,649,798,144 47,020,999,083

Shareholders' equity

Share capital Authorised share capital 14 37,281,222,030 34,700,206,930 37,281,222,030 34,700,206,930

Issued and paid-up share capital 37,281,222,030 34,700,206,930 37,281,222,030 34,700,206,930Premium on share capital 14 1,858,400,000 1,858,400,000 1,858,400,000 1,858,400,000Deficits (37,913,657,517) (39,207,969,421) (37,913,657,517) (39,207,969,421)

Total parent’s shareholders’ equity (deficit) 1,225,964,513 (2,649,362,491) 1,225,964,513 (2,649,362,491)Minority interest 752 752 - -

Total shareholders’ equity (deficit) 1,225,965,265 (2,649,361,739) 1,225,964,513 (2,649,362,491)

Total liabilities and shareholders’ equity 50,474,152,053 46,585,704,768 47,875,762,657 44,371,636,592

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True Move Company Limited Statements of Income (loss) (Unaudited)For the three-month periods ended 31 March 2009 and 2008

31 March 31 March 31 March 31 March2009 2008 2009 2008

Notes Baht Baht Baht Baht

Revenues from mobile phone and other services 7,740,720,948 8,324,572,472 7,434,039,513 8,103,848,275

Revenues from product sales 592,055,645 187,980,058 522,527,404 95,594,819

Total revenues 8,332,776,593 8,512,552,530 7,956,566,917 8,199,443,094

Cost of providing services 5,483,200,817 6,365,363,260 5,310,524,749 6,187,000,835Cost of sales 502,682,990 190,163,383 481,786,391 76,286,171

Total costs 5,985,883,807 6,555,526,643 5,792,311,140 6,263,287,006

Gross profit 2,346,892,786 1,957,025,887 2,164,255,777 1,936,156,088Other income 1,881,100 102,778,578 3,889,572 98,515,867Other expenses (1,229,146) - (1,229,146) -

Selling expenses (907,527,917) (824,414,013) (818,221,759) (700,055,004)

Administrative expenses (571,831,062) (552,495,952) (479,896,653) (651,209,863)

Profit before financial costs and income tax 868,185,761 682,894,500 868,797,791 683,407,088

Finance costs, net 16 426,126,143 (2,497,142,767) 425,514,113 (2,497,655,355)

Profit (loss) before income tax 1,294,311,904 (1,814,248,267) 1,294,311,904 (1,814,248,267)Income tax 17 - - - -

Net profit (loss) for the period 1,294,311,904 (1,814,248,267) 1,294,311,904 (1,814,248,267)

Attributable to:

Equity holders of the company 1,294,311,904 (1,814,248,267) 1,294,311,904 (1,814,248,267)Minority interest - - - -

1,294,311,904 (1,814,248,267) 1,294,311,904 (1,814,248,267)

Basic earnings (loss) per share 18

Net profit (loss) for the period 0.37 (0.54) 0.37 (0.54)

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True Move Company Limited Statements of Changes in Shareholders' Equity (deficit) (Unaudited)For the three-month periods ended 31 March 2009 and 2008

Issued and paid- Premium on Minorityup share capital share capital Deficit interest Total

Baht Baht Baht Baht Baht

Opening balance as at 1 January 2009 34,700,206,930 1,858,400,000 (39,207,969,421) 752 (2,649,361,739)Additional shares (Note 14) 2,581,015,100 - - - 2,581,015,100Net profit for the period - - 1,294,311,904 - 1,294,311,904

Closing balance as at 31 March 2009 37,281,222,030 1,858,400,000 (37,913,657,517) 752 1,225,965,265

Opening balance as at 1 January 2008As previously reported 33,600,167,640 1,858,400,000 (32,121,425,082) 700 3,337,143,258Prior year adjustment - - (2,161,164,759) - (2,161,164,759)

As restated 33,600,167,640 1,858,400,000 (34,282,589,841) 700 1,175,978,499Additional shares 39,290 - - 52 39,342Net loss for the period - - (1,814,248,267) - (1,814,248,267)

Closing balance as at 31 March 2008 33,600,206,930 1,858,400,000 (36,096,838,108) 752 (638,230,426)

Issued and paid- Premium onup share capital share capital Deficit Total

Baht Baht Baht Baht

Opening balance as at 1 January 2009 34,700,206,930 1,858,400,000 (39,207,969,421) (2,649,362,491)Additional shares (Note 14) 2,581,015,100 - - 2,581,015,100Net profit for the period - - 1,294,311,904 1,294,311,904

Closing balance as at 31 March 2009 37,281,222,030 1,858,400,000 (37,913,657,517) 1,225,964,513

Opening balance as at 1 January 2008As previously reported 33,600,167,640 1,858,400,000 (32,121,425,082) 3,337,142,558Prior year adjustment - - (2,161,164,759) (2,161,164,759)

As restated 33,600,167,640 1,858,400,000 (34,282,589,841) 1,175,977,799Additional shares 39,290 - - 39,290Net loss for the period - - (1,814,248,267) (1,814,248,267)

Closing balance as at 31 March 2008 33,600,206,930 1,858,400,000 (36,096,838,108) (638,231,178)

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Consolidated


Company

True Move Company Limited Statements of Cash Flows (Unaudited)For the three-month periods ended 31 March 2009 and 2008


Notes Baht Baht Baht BahtCash flows from operating activitiesNet profit (loss) for the period 1,294,311,904 (1,814,248,267) 1,294,311,904 (1,814,248,267)Adjustments :

Interest income (7,858,696) (10,882,292) (7,201,176) (10,433,085)Interest expenses on long-term borrowings 1,046,922,109 786,957,177 1,046,922,109 786,955,952Interest expenses on liability under agreement for operation minimum payment 13 90,803,510 72,951,515 90,803,510 72,951,515Depreciation charges 10 927,352,623 1,081,674,490 917,394,020 1,076,715,595Amortisation of debt issuance costs 36,344,472 42,289,234 36,344,472 42,289,234Amortisation of intangible assets 10 47,365,221 76,405,138 47,037,379 76,171,248Amortisation of minimum payment of agreement for operation 10 21,358,806 21,358,806 21,358,806 21,358,806Realised net gain on exchange rate (52,324,865) (60,035,086) (52,324,865) (60,035,086)Realised net loss on exchange rate from repayment borrowings 52,692,575 - 52,692,575 -Unrealised net (gain) loss on exchange rate (1,549,620,437) 1,930,982,969 (1,549,561,254) 1,931,057,272Doubtful accounts 15 107,957,717 75,219,409 21,103,282 176,696,232Finished goods written down - 29,757,223 - 5,551,550Write-off and loss on disposals of equipment 15 4,038,952 1,778,278 4,033,388 1,264,986Changes in operating assets and liabilities - trade accounts receivable (631,681,010) 3,703,087,825 37,330,170 3,404,407,838 - amounts due from related companies (10,629,484) (16,835,536) 42,171,528 (19,898,299) - inventories (73,740,415) 582,492,218 (282,483,411) (2,588,240) - claimable value added tax 160,063,496 158,945,594 127,436,947 162,790,516 - other current assets 145,162,187 (189,827,417) 133,511,860 (189,405,331) - other non - current assets (3,600,186) 163,283,642 (1,585,299) 154,129,121 - trade accounts payable (842,604,397) (4,772,213,058) (1,521,671,701) (4,012,875,005) - other accounts payable (419,073,648) (271,886,003) (408,111,882) (244,865,066) - amounts due to related companies (99,816,104) 8,206,091 (75,481,876) 84,128,380 - accrued expenses 1,432,254,435 1,348,948,067 1,396,940,090 1,316,469,016 - other current liabilities (229,953,861) (344,147,567) 52,058,369 (345,980,531) - liability under agreement for operation minimum payment (145,000,000) (95,000,000) (145,000,000) (95,000,000)

Cash generated from operations 1,300,724,904 2,509,262,450 1,278,028,945 2,517,608,351Add Interest received 7,070,462 695,450 7,067,057 406,195Less Interest paid (783,141,116) (532,684,383) (783,141,116) (532,684,383)Less Income tax paid (withholding tax) (97,328,361) (182,707,965) (78,297,119) (172,213,079)

Net cash flows from operating activities 427,325,889 1,794,565,552 423,657,767 1,813,117,084

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True Move Company Limited Statements of Cash Flows (Unaudited) (Cont’d)

For the three-month periods ended 31 March 2009 and 2008


Note Baht Baht Baht Baht

Cash flows from investing activitiesDecrease (increase) in restricted cash 694 (6,857) 694 (6,857)

Purchases of intangible assets (5,492,231) (18,182,649) (3,980,650) (18,182,649)Purchases of non-network assets (89,688,694) (95,367,743) (62,272,925) (58,458,751)Purchases of network equipment (838,557,067) (1,353,295,061) (838,557,067) (1,353,295,061)Proceeds from disposals of equipment - 468,224 - 468,224

Net cash used in investing activities (933,737,298) (1,466,384,086) (904,809,948) (1,429,475,094)

Cash flows from financing activitiesProceeds from additional share capital 14 2,581,015,100 39,290 2,581,015,100 39,290

Proceeds from share call up of subsidy from minority interest - 52 - -

Proceed from short-term borrowings from related company - 500,000 - -

Payment of short-term borrowingsfrom related company - (500,000) - -

Payment of long-term borrowings (465,247,055) (350,116,500) (465,247,055) (350,116,500)Payment on issue of US Dollar note - (37,560) - (37,560)

Net cash generated from(used in) financing activities 2,115,768,045 (350,114,718) 2,115,768,045 (350,114,770)

Net increase (decrease)in cash and cash equivalents 1,609,356,636 (21,933,252) 1,634,615,864 33,527,220

Cash and cash equivalents - opening balance 1,708,143,585 2,572,183,052 1,423,271,166 1,924,756,094Effect of exchange rate change on cash 42,413 (446,994) 42,413 (446,994)

Cash and cash equivalents - closing balance 3,317,542,634 2,549,802,806 3,057,929,443 1,957,836,320

Non-cash transactions

2009 2008 2009 2008Million Baht Million Baht Million Baht Million Baht

Acquisitions of property and equipment whichhave not been paid as at 31 March 660.42 138.81 651.38 128.65

Recognition of the additional minimum payment as intangible asset and liability under agreements for operations (Note 13) 2,269.02 - 2,269.02 -


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Significant non-cash transactions for the three-month periods ended 31 March 2009 and 2008 comprise:



True Move Company Limited Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements For the three-month periods ended 31 March 2009 and 2008

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1 General information

True Move Company Limited (“the Company”) is incorporated and resident in Thailand. The address of the Company’s registered office is as follows:

18 True Tower, Ratchadapisek Road, Huai Khwang District, Bangkok 10310.

These interim financial statements have been approved for issue by the Company’s directors on 13 May 2009. These interim consolidated and company financial statements have been reviewed, not audited.

2 Basis of preparation These interim consolidated and company financial statements are prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued under the Accounting Professions Act B.E. 2547. The notes to the interim consolidated and company financial statements are prepared in a condensed format according to Thai Accounting Standard 41 “Interim Financial Reporting”. Comparative figures have been adjusted to conform with the minimum requirements announced by the Department of Business Development Regulation dated 30 January 2009 in relation to the format of Financial Statements B.E. 2552. It effects from 1 January 2009.

3 Summary of significant accounting policies The accounting policies used in the preparation of the interim financial statements are consistent with those used in the annual financial statements for the year ended 31 December 2008, except for an adoption of the revised TAS 36 “Impairment of Assets” (revised 2007) and the revised TAS 54 “Non-current Assets Held for Sale and Discontinued Operations” (revised 2007) for the period starting on 1 January 2009 which do not have significant impact to the financial statements being presented. Costs that incur unevenly during the financial year are anticipated or deferred in the interim report only if it would be also appropriate to anticipate or defer such costs at the end of the financial year.


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4 Change in accounting estimates

Property, plant and equipment held under the Agreement for Operation are depreciated over the shorter of their useful lives or the remaining agreement period. According to the conditions stipulated in the Memorandum of Agreement (“MOA”) as disclosed in note 22, the Company has been granted the right to use assets transferred to the grantor (“CAT”) to 2018. Consequently, the depreciation for the period of those assets having their estimated useful lives longer than 2013 would be decreased. The impact of the change in the current period and future periods can be summarised as follows:

Before impact After impact of MOA of MOA

Million Baht Million Baht

Net book value of assets transferred to the grantor as at 31 December 2008 11,348.56 11,348.56

Depreciation charges for three-month period ended 31 March 2009 580.46 376.96

Depreciation charges for year ending 31 December 2009 2,354.11 1,528.77

5 Financial position As at 31 March 2009, consolidated current liabilities exceed consolidated current assets by Baht 4,841.50 million. The ultimate parent company and its shareholders entered into the Sponsor Support Agreements (“SSA”) with the secured lenders of True Move pursuant to which they agreed to provide financial support as set forth below: 5.1 In the case of regulatory sponsor support to governmental authorities arising out the mobile phone

agreement: where True Move experiences cash shortfalls for its normal operations due to regulatory costs as specified in the SSA, the sponsors shall provide financial support for the amount of the shortfall caused by the excess regulatory costs.

5.2 In the case of general cash deficiency sponsor support: where the cash flows of True Move are insufficient

for its normal operations or debt repayments pursuant to the terms of the financing documents with its lenders, the ultimate parent company and its shareholder will provide financial support to True Move in a total amount not exceeding Baht 10.5 billion.

Under the terms and conditions of the SSA, the ultimate parent company, its shareholder and concerned parties must comply with certain conditions as stipulated in the SSA. The sponsor support funds must be injected into True Move in the form as specified in the SSA in order to support True Move to continue its operations on going basis. In order to support cash flow of the Company, the shareholder of the ultimate parent company and the ultimate parent company injected sponsor support as follows: Billion Baht 13 December 2007 3.0 9 December 2008 1.1 12 March 2009 2.6

Total 6.7


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6 Trade accounts receivable, net

Consolidated Company 31 March 31 December 31 March 31 December 2009 2008 2009 2008 Baht Baht Baht Baht

Trade accounts receivable - related companies (Note 19) 2,808,400,170 2,283,612,101 4,066,085,449 4,234,964,765 - others 2,083,074,740 2,034,709,034 2,013,905,471 1,940,883,559 Unbilled receivables 1,085,331,404 1,029,708,005 1,085,331,404 1,029,708,005

5,976,806,314 5,348,029,140 7,165,322,324 7,205,556,329 Less Allowance for doubtful accounts (916,796,610) (808,847,317) (2,877,407,581) (2,856,309,768)

Trade accounts receivable, net 5,060,009,704 4,539,181,823 4,287,914,743 4,349,246,561 7 Inventories, net


Finished goods 511,619,320 295,564,482 326,964,771 44,481,360 Cash cards 738,886,960 878,883,990 - - Packaging materials 12,610,589 14,927,982 - -

Inventories, net 1,263,116,869 1,189,376,454 326,964,771 44,481,360

8 Other current assets


Prepaid withholding tax 647,095,785 549,767,424 553,284,276 474,987,158 Prepaid expenses 227,823,187 276,115,408 221,458,788 268,577,934 Input tax not yet due 152,168,056 235,669,081 138,152,229 219,268,352 Accounts receivable - others 146,363,951 154,124,960 147,479,892 148,176,052 Prepaid regulatory costs 68,730,998 56,952,023 68,730,998 56,952,023 Forward contract receivable 7,529,472 64,137,267 7,529,472 64,137,267 Others 57,013,193 60,165,267 54,225,598 57,984,114

1,306,724,642 1,396,931,430 1,190,861,253 1,290,082,900


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9 Investment in subsidiaries

Paid-up Country of Percentage Name of subsidiaries Type of business share capital incorporation of holding

True Distribution and Trading and providing services Sales Company Limited for telecommunication (Baht) equipment 1,000,000 Thailand 99.93%

True Music Company Limited

Content Provider (Baht) 200,000

Thailand

99.97%

As at 31 March 2009, the investment in True Distribution and Sales Company Limited has been pledged to secure long-term borrowings of the Company (Note 13). The Company provided for allowance for doubtful accounts for trade accounts receivable-subsidiary, as shown in Note 19, for those amount considered uncollectible. Therefore, the profit and loss for the periods on the consolidated and company financial statements are identical.

10 Property, plant, equipment and intangible assets, net

Consolidated Company Property, plant

and equipment Intangible

assets Property, plant and equipment

Intangible assets

Baht Baht Baht Baht For the three-month period ended 31 March 2009 Opening net book value 35,226,923,865 1,516,371,881 34,926,846,079 1,506,818,677 Additions 932,928,646 2,274,511,914 919,188,682 2,273,000,333 Disposals and write off (4,038,952) - (4,033,388) - Depreciation and amortisation (927,352,623) (68,724,027) (917,394,020) (68,396,185)

Closing net book value 35,228,460,936 3,722,159,768 34,924,607,353 3,711,422,825 As at 31 March 2009, intangible assets include “Right to operate” of Baht 2,653.48 million, net of Baht 1,003.86 million accumulated amortisation. The related amortisation for the period was Baht 21.36 million. Additions during the period of Baht 2,269.02 million was discussed in Note 13. For the three-month period ended 31 March 2009, borrowing costs of Baht 97.94 million were capitalised as cost of network equipment. Consolidated and Company Million Baht Capital commitments As at 31 March 2009 1,218.77 As at 31 December 2008 �,863.03 According to the agreement for operation granted by CAT, during the three-month period ended 31 March 2009, the Company transferred network assets with net book value of Baht 11.72 million to CAT. CAT is now in the process of investigation those transferred network assets. The Company still has right to operate the mobile phone service over the transferred assets.


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11 Trade accounts and notes payable

Consolidated Company 31 March

2009 Baht

31 December 2008

Baht

31 March 2009

Baht

31 December 2008

Baht Current Trade accounts payable - related companies (Note 19) 4,321,799,765 4,852,882,465 1,760,971,808 2,999,865,837 - others 3,056,340,322 3,234,232,523 2,967,182,537 3,117,254,487 Notes payable 170,132,410 253,983,199 170,132,410 253,983,199

Total current 7,548,272,497 8,341,098,187 4,898,286,755 6,371,103,523

Non-current Notes payable 372,333,049 359,771,781 372,333,049 359,771,781

Total non-current 372,333,049 359,771,781 372,333,049 359,771,781

Trade accounts and notes payable 7,920,605,546 8,700,869,968 5,270,619,804 6,730,875,304 The trade accounts payable-others mainly represent payables to network construction companies who provide supplier credit to the Company. According to the construction agreement, once the supplier’s invoices become due those invoices are converted to note payable. The terms of the notes payable are based on the terms of the contracts with vendors. As at 31 March 2009, notes payable are interest free promissory notes denominated in US Dollar of US$ 15.21 million (31 December 2008: US$ 8.72 million) issued to supplier for payment of network equipment acquired. The first payment will be due on 30 April 2009 and the final maturity date will be due on 11 April 2011.

12 Borrowings and loans

Consolidated and Company 31 March

2009 31 December

2008 Baht Baht Current - Banks and financial institutions 1,659,796,885 1,683,387,036

Total current 1,659,796,885 1,683,387,036 Non-current - Banks and financial institutions 2,591,302,750 2,909,771,331 - US Dollar notes 24,083,069,010 23,658,683,532

Total non-current 26,674,371,760 26,568,454,863

Total borrowings 28,334,168,645 28,251,841,899


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12 Borrowings and loans (Cont’d)

12.1 Borrowings from banks and financial institutions

Consolidated and Company 31 March 31 December 2009 2008 Baht Baht

Current 1,659,796,885 1,683,387,036 Non-current 2,591,302,750 2,909,771,331

Total borrowings 4,251,099,635 4,593,158,367

The movements in borrowings are as follows: Consolidated and Company 31 March 2009 Baht For the three-month period ended 31 March 2009 Opening net book value 4,593,158,367 Loan repayment during the year (412,554,480) Amortisation of debt issuance costs 15,725,573 Currency translation 54,770,175

Closing net book value 4,251,099,635 Included in long-term borrowings are loans from a related company amounting to Baht 3,296.56 million (31 December 2008: Baht 3,585.14 million) (Note 19).

12.2 US Dollar notes Consolidated and Company 31 March

2009 31 December

2008 Baht Baht Non-current 24,083,069,010 23,658,683,532 Total borrowings 24,083,069,010 23,658,683,532

The movements in borrowings are as follows:

Consolidated and Company

Baht For the three-month period ended 31 March 2009 Opening net book value 23,658,683,532 Amortisation of debt issuance costs 23,840,478 Currency translation 400,545,000

Closing net book value 24,083,069,010


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12 Borrowings and loans (Cont’d)

12.3 Credit facilities The Group and the Company have the following undrawn committed credit facilities:

Consolidated and Company 31 March

2009 31 December

2008 Baht Baht

Expiring beyond one year 69,953,247 66,425,860

69,953,247 66,425,860

The credit facilities such as bank guarantee, letter of credit and short-term loan have been arranged to use for general operations and activities of the Group and the Company.

13 Liability under agreement for operation

Detail of liabilities under agreement for operation can be summarised as follow:

Consolidated and Company 31 March 31 December 2009 2008 Baht Baht

Current 341,033,150 315,338,061 Non-current 4,434,215,384 2,245,087,280

4,775,248,534 2,560,425,341

Movement of liabilities under concession agreements can be analysed as follow: Consolidated Baht For the three-month period ended 31 March 2009 Opening net book value 2,560,425,341 Addition 2,269,019,683 Repayments (145,000,000) Interest expense charges 90,803,510

Closing net book value 4,775,248,534 According to the MOA as described in Note 22, the Company recognised “Right to operate” as intangible assets (Note 10) and “Liabilities under agreement for operation” amounting to Bath 2,269.02 million in the balance sheet. This amount is derived from the best estimated cost of obtaining right discounted by MLR at the MOA’s signing date and might be changed should the company reach the definitive agreement. The interest derived from liabilities being capitalised and contrary recognised in the consolidated and company statement of income.


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14 Share capital and premium on share capital

Consolidated and Company

Number of shares

Ordinary shares

Baht

Premium on share capital

Baht Total Baht

As at 31 December 2008 3,470,020,693 34,700,206,930 1,858,400,000 36,558,606,930 Issue of shares 258,101,510 2,581,015,100 - 2,581,015,100

As at 31 March 2009 3,728,122,203 37,281,222,030 1,858,400,000 39,139,622,030 As at 31 March 2009, the total authorised number of ordinary shares is 3,728,122,203 shares (31 December 2008: 3,470,020,693 shares) with a par value of Baht 10 per share. All issued shares are fully paid. The Company issued 1,510 ordinary shares and 258,100,000 ordinary shares and received subscription of all additional shares at par value and registered the increases of share capital with the Ministry of Commerce on 23 January 2009 and 17 March 2009, respectively. The issuance of share was approved by the shareholders at Extraordinary General Meeting No.1/2009.

15 Operating results The following expenditures, classified by nature, have been charged in arriving at profit (loss) before financial costs and income tax. Consolidated Company For three-month periods ended 31 March 2009 2008 2009 2008 Baht Baht Baht Baht

Depreciation on property, plant and 927,352,623 1,081,674,490 917,394,020 1,076,715,595 equipment (Note 10) Amortisation intangible assets (Note 10) 68,724,027 97,763,944 68,396,185 97,530,054 Doubtful accounts 107,957,717 75,219,409 21,103,282 176,696,232 Write-off and loss on disposals of equipment 4,038,952 1,778,278 4,033,388 1,264,986

16 Finance costs, net

Consolidated Company For three-month periods ended 31 March 2009 2008 2009 2008 Baht Baht Baht Baht

Net foreign exchange (gain) loss (1,588,353,399) 1,681,796,019 (1,588,398,889) 1,681,860,625 Interest income (7,858,696) (10,882,292) (7,201,176) (10,433,085) Interest expense 1,137,725,619 786,957,177 1,137,725,619 786,955,952 Other financial costs 32,360,333 39,271,863 32,360,333 39,271,863

Finance costs, net (426,126,143) 2,497,142,767 (425,514,113) 2,497,655,355 17 Income tax

There is no tax amount to be paid as there are accumulated losses carried forward.


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18 Basic earnings (loss) per share

Basic earnings (loss) per share attributable to the equity holders of the Company is calculated by dividing the net profit (loss) attributable to the equity holders of the Company by the weighted average number of common shares in issue during the period. Consolidated and Company For three-month periods ended 31 March 2009 2008

Net profit (loss) attributable to the shareholders (Baht) 1,294,311,904 (1,814,248,267) Weighted average number of common shares in issue during the period (Shares) 3,513,038,501 3,360,018,318 Basic earnings (loss) per share (Baht) 0.37 (0.54)

19 Related party transactions

The Company is owned by Bangkok Inter Teletech Public Company Limited (“BITCO”), incorporated in Thailand, at 99.92% (2008: 99.91%) of the Company’s ordinary shares. BITCO is controlled by True Corporation Public Company Limited (“TRUE”), which own 80.77% (directly own 78.29% and indirectly owned 2.48%) of BITCO’s total ordinary shares. TRUE is the ultimate parent company. In the normal course of business, the Group and the Company enter into transactions with shareholders and related companies. The terms and basis of such transactions are carried out on a basis agreed between the parties in the ordinary course of business and according to normal trade conditions. The following significant transactions were carried out with shareholders and related companies: i) Sales of goods and services

Consolidated Company For three-month periods ended 31 March 2009 2008 2009 2008 Million Baht Million Baht Million Baht Million Baht

Sales of mobile phone handsets and simcards - parent company 3.67 0.41 1.85 - - subsidiaries company - - 112.90 66.88 - fellow subsidiaries 149.59 39.11 27.82 28.71 - related companies 2.24 3.02 - - Sales of cash cards - fellow subsidiaries 1.23 - - - - related companies 871.57 1,011.90 - - Service income from mobile - parent company 2.36 - 2.36 - - fellow subsidiaries 49.08 9.23 49.08 9.23 - related companies 1.53 2.61 1.51 2.59 Service income from service charge - parent company 5.41 - - - - fellow subsidiaries 55.06 23.34 30.25 17.20 Commission income - fellow subsidiaries 251.43 207.34 0.14 5.25 Other income - fellow subsidiaries - 6.97 - 3.34


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19 Related party transactions (Cont’d)

i) Sales of goods and services (Cont’d) Sales of mobile phone handsets and sim cards to related companies were carried out on related terms and conditions and at the actual cost plus certain margin. The sale and cost of cash card is reflected net in statement of income. The related receivables and payables are reflected gross in balance sheets. Sales and commission income to related companies were carried out on commercial terms and conditions and at the actual cost plus certain margin, sale of cash cards to a related company was carried out at market prices equal to its face value. Sale of cash cards to a related company was carried out at market prices equal to its face-value. The Group received commission income for the three-month period ended 31 March 2009 of Baht 158.55 million (31 March 2008: Baht 173.61 million) from a fellow subsidiary company in True Group at the commission rate as stipulated in the agreement for the distribution of cash cards to retail outlets. On the other hand, the Group has to pay commission expenses for the three-month period ended 31 March 2009 of Baht 53.81 million (31 March 2008: Baht 42.60 million) (as shown in under 19 ii) “Purchase of goods and services”) to other related company for its margin. The net profit (loss) regarding to distribution of cash card is amounting to Baht 104.74 million (31 March 2008: Baht 131.01 million). The cash card could be used to buy various services within True Group. In case where subscribers use our network, the Group records face value of cash cards as “unearned service income” in the balance sheet. The Group recognised revenue based on the actual airtime minutes. The Company would pay commission expense to a fellow subsidiary company for connecting subscribers to our network. The commission expense paid in this respect for the three-month period ended 31 March 2009 was Baht 200.33 million (31 March 2008: Baht 222.57 million).

ii) Purchase of goods and services


Purchase of mobile phone handsets and accessories - parent company 1.43 3.02 - - - subsidiaries company - - 668.41 19.94 - fellow subsidiaries 4.10 28.53 - - - related companies 2.49 12.60 - - Purchase of cash cards - fellow subsidiaries 2,784.89 2,522.08 34.84 48.89 Cost of content - fellow subsidiaries 37.14 97.87 36.34 97.87 - related companies - 0.48 - 0.48 Roaming/IP cost - fellow subsidiaries 93.40 85.31 93.40 85.31 Commission paid-cash card - parent company 0.81 - - - - fellow subsidiaries 200.33 222.57 200.28 222.57 - related companies 52.95 42.60 - - Network construction - fellow subsidiaries 130.71 28.00 130.71 28.00 Transmission rental expense - fellow subsidiaries 270.86 289.40 270.86 289.40


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ii) Purchase of goods and services (Cont’d)


Network operating and maintenance - parent company 2.61 0.77 2.61 0.77 - fellow subsidiaries 5.75 3.45 5.48 1.67 - related companies 0.93 0.89 0.93 0.89 Personnel expense - related companies 3.85 3.24 3.85 3.24 Selling, advertising and publicity expenses - fellow subsidiaries 20.35 3.30 20.28 2.88 - related companies 4.95 - 4.95 - Office building expenses - fellow subsidiaries 20.99 27.63 20.99 27.63 - related companies 7.57 7.49 7.57 7.49 Transportation expenses - fellow subsidiaries 14.97 8.49 14.97 8.49 - related companies 0.10 0.04 0.10 0.04 Collection fee - parent company 0.57 - 0.57 - - fellow subsidiaries 34.57 19.93 32.79 18.71 - related companies 0.01 7.19 0.01 7.19 Administrative expenses - parent company 3.65 - 3.65 - - fellow subsidiaries 19.88 3.39 19.57 1.20 - related companies 5.23 0.36 5.23 0.36

Purchases from related companies, network construction, transmission rental expense and commission expense were carried out on commercial terms and conditions and at the actual cost plus margin except rental expense was carried out on market prices and purchase of PCT refilled card which was carried out on market prices deducted with agreed discount. Purchase of cash cards was carried out at market prices equal to its face-value. Content cost was carried out at market price.

iii) Loans from a related company

Consolidated and Company 31 March 31 December 2009 2008 Million Baht Million Baht

Current 1,440.39 1,457.37 Non-current 1,856.17 2,127.77

Total 3,296.56 3,585.14 Loans from a related company, KFW who is the preference shareholder of True Corporation, the ultimate parent company, is presented on the balance sheet as part of borrowings (Note 12.1).


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iii) Loans from a related company (Cont’d) Movements of loan from a related company can be analysed as follows:

Consolidated and Company Million Baht For the three-month period ended 31 March 2009 Opening net book value 3,585.14 Amortisation of debt issuance costs 14.49 Loan repayment during the period (357.84) Currency translation 54.77

Closing net book value 3,296.56 The related interest expenses were Baht 27.17 million and Baht 70.54 million for the three-month periods ended 31 March 2009 and 2008, respectively.

iv) Outstanding balance arising from sales/purchases�of goods/services

Consolidated Company 31 March 31 December 31 March 31 December 2009 2008 2009 2008 Million Baht Million Baht Million Baht Million Baht

Trade accounts receivable - ultimate parent company 75.03 99.75 67.94 78.07 - subsidiary company - - 2,070.79 2,514.14 - fellow subsidiaries 2,720.93 2,105.97 1,924.01 1,639.49 - related companies 12.44 77.89 3.35 3.26

2,808.40 2,283.61 4,066.09 4,234.96 Less Allowance for doubtful debt - - (1,970.84) (2,057.69)

2,808.40 2,283.61 2,095.25 2,177.27

Amount due from related companies - ultimate parent company 23.91 3.63 2.05 3.62 - fellow subsidiaries 106.22 115.88 63.62 104.22

130.13 119.51 65.67 107.84 Trade accounts payable

- ultimate parent company 47.35 51.12 37.88 43.37 - subsidiary company - - 459.06 1,049.31 - fellow subsidiaries 4,271.23 4,797.11 1,263.41 1,906.48 - related companies 3.22 4.65 0.62 0.70

4,321.80 4,852.88 1,760.97 2,999.86

Amount due to related companies - ultimate parent company 3.36 4.16 0.13 0.93 - subsidiary company - - 151.62 129.61 - fellow subsidiaries 55.50 149.69 30.46 124.08 - related companies 1.44 4.11 1.04 4.11

60.30 157.96 183.25 258.73


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iv) Outstanding balance arising from sales/purchases�of goods/services (Cont’d)

Amounts due from and to related companies represent receivables and payables to TRUE, True Vision group and CP Group. Trade account receivable related to cash card business approximately Baht 2,392.66 million and Baht 1,512.52 million, respectively (31 December 2008: Baht 1,925.11 million and Baht 1,180.62 million) are included in the consolidated and company financial statements. Trade accounts payable related to cash card business approximately Baht 3,475.57 million and Baht 556.19 million, respectively (31 December 2008: Baht 3,239.51 million and Baht 426.11 million) are included in the consolidated and company financial statements.

20 Bank guarantees At 31 March 2009, there are outstanding bank guarantees of Baht 1,365.30 million (31 December 2008: Baht 1,368.82 million) on the consolidated and company basis issued by local banks on behalf of the Group and the Company in the normal course of business.

21 Dispute over TOT access charge Refer to Note 29 to the 2008 annual financial statements, the company issued a written notification informing TOT and CAT that it will cease payment of access charge under the Access Charge Agreement on the basis that the rate and the collection of access charge under the Access Charge Agreement were contrary to the law in a number of respects. If the company has to pay such access charges, the company would be liable to accrue access charges for the period from 18 November 2006 to 31 March 2009 are as follows: Net effect to the statement of income, Accrued net of revenue access charge sharing to CAT Million Baht Million Baht

For the period from 18 November 2006 to 31 December 2008 9,144.09 6,827.32 For the three-month period ended 31 March 2009 1,331.31 992.12

Total 10,475.40 7,819.44 The management and its external lawyer have opined that the Company would not be liable to pay the said access charge. The ultimate outcomes of the aforementioned cases are presently unable to be determined, and accordingly, no provision for possible liability has been made in the financial statements.

22 Memorandum of Agreement for operation with CAT

Refer to Note 30.1 in 2008 annual financial statements, on 29 January 2009, the Company entered into the Memorandum of Agreement (“MOA”) with CAT of its agreement for operations of cellular telephone services, Digital PCN (PERSONAL COMMUNICATION NETWORK) 1800. The MOA has contractual legally binding immediately. Whereby, the Company has retain right and obligation to use asset transferred to grantor and provide service as it were the agreement for operation for the next 5 year commencing from the expire date of agreement for operation. Under the MOA, the Company and the grantor must comply with the condition stipulated therein.


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23 Litigation and arbitration dispute

Refer to Note 30.7 in 2008 annual financial statements, on 29 January 2009, CAT filed an arbitral dispute against the Company claiming for transfer of 1,565 units of masts and towers with their accessories to CAT. If, in any event, the transfer of the Company are impractical, the Company shall pay to CAT for the amount of Baht 2,713 million. The Company is currently in the process of making a statement of objection file to the Arbitration Office.

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