SE-EDUCATION Public Company Limited

Organization Chart

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8. Management

8.1 Management Structure The Board of Directors consists of 3 Boards :
Board of Directors, Board of Audit Committee and the Recruitment and
Remuneration Committee. The authorizations are as follows :

(A) The Board of Directors has the duty to make recommendations and to
draw Company policy, working strategy and other visions of the Company’s
operation. As of December 31, 2012 the Board consisted of the following
12 members:

+------------------+-------------------+---------------+--------------+
| Name             | Position          | Type of       | Remark       |
|                  |                   | Directors     |              |
+------------------+-------------------+---------------+--------------+
| 1. Mr. Somboon   | Chairman of the   | Independent   | Started on   |
| Chinsawananon    | Board of          | Director      | April 29,    |
|                  | Directors         |               | 2010         |
+------------------+-------------------+---------------+--------------+
| 2. Mr. Saroch    | Chairman of Audit | Independent   | Started on   |
| L                | Committee and     | Director      | April 29,    |
| amlertprasertkul | Vice-Chairman of  |               | 2010         |
|                  | the Board of      |               |              |
|                  | Directors         |               |              |
+------------------+-------------------+---------------+--------------+
| 3. Mr. Pravit    | Audit Committee   | Independent   | Started on   |
| Tantiwasinchai   |                   | Director      | April 28,    |
|                  |                   |               | 2011         |
+------------------+-------------------+---------------+--------------+
| 4. Mr. Kachen    | Audit Committee   | Independent   | Started on   |
| Benjakul         |                   | Director      | April 28,    |
|                  |                   |               | 2011         |
+------------------+-------------------+---------------+--------------+
| 5. Mr. Vorasit   | Director          | Independent   | Started on   |
| Pokachaiyapat    |                   | Director      | April 28,    |
|                  |                   |               | 2011         |
+------------------+-------------------+---------------+--------------+
| 6. Mr. Phairat   | Director          | Non-executive | Started on   |
| Sittakul         |                   | Director      | April 28,    |
|                  |                   |               | 2011         |
+------------------+-------------------+---------------+--------------+
| 7. Mr. Wattana   | Director          | Non-executive | Started on   |
| Chiengkul        |                   | Director      | April 29,    |
|                  |                   |               | 2010         |
|                  |                   | Authorized    |              |
|                  |                   | Signing       |              |
|                  |                   | Director      |              |
+------------------+-------------------+---------------+--------------+
| 8. Assoc. Prof.  | Director          | Non-executive | Started on   |
| Yuen Poovarawan  |                   | Director      | April 30,    |
|                  |                   |               | 2012         |
+------------------+-------------------+---------------+--------------+
| 9. Mr. Yongsak   | Director          | Non-executive | Started on   |
| Ekprachyasakul   |                   | Director      | April 28,    |
|                  |                   |               | 2011         |
+------------------+-------------------+---------------+--------------+
| 10. Mr. Suwat    | Director          | Non-executive | Started on   |
| Dumrongchaitham  |                   | Director      | April 28,    |
|                  |                   |               | 2011         |
+------------------+-------------------+---------------+--------------+
| 11. Mr. Thanong  | Director and      | Executive     | Started on   |
| Chotisorayuth    | Managing Director | Director and  | April 30,    |
|                  |                   | Authorized    | 2012         |
|                  |                   | Signing       |              |
|                  |                   | Director      |              |
+------------------+-------------------+---------------+--------------+
| 12. Mr.          | Director, Deputy  | Executive     | Started on   |
| Viboolsak        | Managing          | Director and  | April 30,    |
| Udomvanich       | Director, and the |               | 2012         |
|                  | Company's         | Authorized    |              |
|                  | Secretary         | Signing       |              |
|                  |                   | Director      |              |
+------------------+-------------------+---------------+--------------+

The shares held by the Board of Directors in 2012 and 2011 include
shares held by spouses and children under legal age. Shareholders under
the Securities and Exchange Commission Act (B.E. 2535) section 258 are
shown as follow :

  ------------------------ -------------- --------------- ----------------
  Name-Last name           Number of                      
                           shares                         

                           December 31,   December 31,    Number of
                           2012           2011            shares: Increase
                                                          (Decrease)
                                                          during the year

  1. Mr. Somboon           171,426        155,842         15,584
  Chinsawananon                                           

  2. Mr. Saroch            None           None            -
  Lamlertprasertkul                                       

  3. Mr. Pravit            None           None            -
  Tantiwasinchai                                          

  4. Mr. Kachen Benjakul   430,210        391,100         39,110

  5. Mr. Vorasit           None           None            -
  Pokachaiyapat                                           

  6. Mr. Phairat Sittakul  5,325,826      3,470,000       1,855,826

  7. Mr. Wattana Chiengkul 4,530,121      4,118,292       411,829

  8. Assoc. Prof. Yuen     6,326,191      13,174,940      (6,848,749)
  Poovarawan                                              

  9. Mr. Yongsak           None           None            -
  Ekprachyasakul                                          

  10. Mr. Suwat            None           None            -
  Dumrongchaitham                                         

  11. Mr. Thanong          10,834,716     9,849,742       984,874
  Chotisorayuth                                           

  12. Mr. Viboolsak        6,485,627      1,360,555       5,125,072
  Udomvanich                                              
  ------------------------ -------------- --------------- ----------------

The Directors who are authorized to sign on behalf of the Company
comprise of Director, Managing Director and Deputy Managing Director,
with signatures of at least two–thirds of the authorized Directors and
stamp of Company's seal of approval.

Scope of Duties of the Board of Directors : The Board of Directors has
duties to make decisions and supervise the operation of the Company as
follows :

1. To determine the vision, mission, and strategy of the Company that
includes the objective and financial target to support the stability,
balance and sustainable benefit for all elements concerned. This also
includes the continuous value adding to the share holder.

2. To practice according to the laws, stipulations, and regulations
associated with business activity and also shareholders’ resolution, so
that the Company’s business interest will be maintained as to not result
in conflict of interest which may affect the interested groups.

3. To determine the management guideline and overall risk management, as
effective risk management procedure may be realized.

4. To assign the task of reports on financial status and ensure the
openness, clarity, transparency, and reliability of such reports in
accordance with the rules related to each department.

5. To supervise on the suitable communication channels between the
Company and the shareholders and also the interested groups.

6. To ensure the availability of the suitable system or mechanism of
executives’ remunerations,
creating a proper work incentive.

7. To approve budgets for the financial activity such as budgets for
stock investments and loans, that will not result in the conflicts of
interest toward any Committee member.

  With exception, the following matters are required for the Committees
  to have approval from the shareholders’ meeting prior to undertaking
  the plan.

  1. Issues prescribed by law have to be approved for the resolution of
  general shareholders.

  2. Issue of related–party transactions with the value of items needed
  to be approved from the resolution of general shareholders according
  to the regulation or promulgation of the Stock Exchange of Thailand
  about related–party transaction of listed companies.

  3. Issue of buying or selling significant assets with the value needed
  to be approved from the resolution of general shareholders according
  to the regulation or promulgation of the Stock Exchange of Thailand
  about acquisition and disposal of assets of listed companies.

There was a review of duties of the Board of Directors in order to
harmonize with the Good Corporate Governance Policy.

Moreover, the Company realized the importance of good supervision, as
the result, 10 out of 12 Directors completed the Director Accreditation
Program (DAP), Director Certification Program (DCP), Audit Committee
Program (ACP), organized by Thai Institute of Directors Association. The
Directors also attended the training course for the Corporate Secretary
Development Program, organized by the Listed Companies Association of
Thailand.

Company Secretary / Secretary to the Boards of Directors : The Board of
Directors’ Meeting No.5/2007 dated November 3, 2007 appointed Mr.
Viboolsak Udomvanich, a Director, to be the
Company’s secretary whose qualification and experience deemed
appropriate for the responsibility in
monitoring the Company to comply with the rules and the Company’s
regulations and also in line with principles of Good Corporate
Governance to allow effective management.

Scope of Duties of Company’s Secretary / Secretary to the Boards of
Directors

1. To give initial recommendations to the Directors concerning the
issues of legality, regulations, and a number of different kinds of
company information, and follow through to ensure that all regulations
properly adhere, including the report concerning changes which are
deemed significant.

2. To organize shareholders’ meetings and the Board of Directors’
meeting in accordance with the law and Company’s rule.

3. To record and report the issues in the shareholders’ and the Board of
Directors’ meeting, and
also keep track of activities that have been decided in the
shareholders’ and the Board of Director’s meeting.

4. To ensure the openness of information, which is in accordance with
the Stock Exchange of Thailand, Securities and Exchange Commission and
other supervisory authority.

5. To communicate with the shareholders, investors and supervisory
authority, including the dissemination of information to the interested
public and other interest groups.

6. To perform any other assignments that delegated by the Board or
Directors.

Moreover, the Company also realized the importance of good supervision
and, the Board’s secretary also completed a training course called
“Corporate Secretary Development Program” Class#17, organized by Thai
Listed Companies Association, sponsored by Stock Exchange of Thailand
and Thai Company Secretary Club.

(B) The Audit Committee

As of December 31, 2012 the Audit Committee consisted of the following 3
members and 1 member of Secretary of the Audit Committee which consists
of 3 independent Directors, where 3 of the Directors possess the direct
knowledge and understanding or experience in accounting or finance, as
the names are shown below :

+----------------------+--------------------+-------------------------+
|   Name               |   Position         |                         |
+----------------------+--------------------+-------------------------+
| 1. Mr. Saroch        | Chairman of Audit  | Independent Director    |
| Lamlertprasertkul    | Committee          | with accounting or      |
|                      |                    | finance experience      |
+----------------------+--------------------+-------------------------+
| 2. Mr. Pravit        | Audit Committee    | Independent Director    |
| Tantiwasinchai       |                    | with accounting or      |
|                      |                    | finance experience      |
+----------------------+--------------------+-------------------------+
|   3. Mr. Kachen      |   Audit Committee  | Independent Director    |
|   Benjakul           |                    | with accounting or      |
|                      |                    | finance experience      |
+----------------------+--------------------+-------------------------+
| Mr. Chonlavit        |                    |                         |
| Iamraksakiat,        |                    |                         |
| Internal Audit and   |                    |                         |
| Investor Relations   |                    |                         |
| Manager, is the      |                    |                         |
| secretary of the     |                    |                         |
| Audit Committee.     |                    |                         |
+----------------------+--------------------+-------------------------+

Scope of Duties of the Audit Committee

1. Ensure the accuracy and adequacy of financial reports.

2. Ensure the suitability and effectiveness of Internal Control and
Internal Audit systems and examine the independence of Internal Audit,
including the approval of position transfer, hiring termination of the
head of Internal Audit or other division responsible for Internal Audit.

3. Ensure the Company’s practice is in compliance with regulation
Security and Exchange Commission and relevant law concerning the
Company’s business.

4. Consider, select and propose the nomination of independent person to
perform the duty of the Company’s Accounting Auditor and suggest
remuneration for such a person, including : attending the meeting with
Accounting Auditors without the presence of management by at least once
a year.

5. Consider related items and disclose them in accordance with the law
and regulation of the Security and Exchange Commission. This is to
ensure that said items are reasonable and most beneficial to the
Company.

6. Prepare report of Audit Committees and disclose the information in
the Company’s Annual Report under which the report be signed by the
Audit Committees as follows :

(a) an opinion on the accuracy, completeness and creditability of the
Company’s financial report.

(b) an opinion on the adequacy of the Company's internal control system,

(c) an opinion on the compliance with the law on securities and
exchange, the Exchange's
regulations, or the laws relating to the Company's business,

(d) an opinion on the suitability of an auditor,

(e) an opinion on the transactions that may lead to conflicts of
interests,

(f) the number of the audit committee meetings, and the attendance of
such meetings by each committee member,

(g) an opinion or overview comment received by the audit committee from
its performance of
duties in accordance with the charter.

(h) other transactions which, according to the audit committee's
opinion, should be known to the shareholders and general investors,
subject to the scope of duties and responsibilities assigned by the
Company's board of directors.

7. Take any action as assigned by the company under the approval of
Audit Committees.

  Recruitment, Appointment and Term of Audit Committees

The Company’s Board of Directors appointed the Audit Committees as
proposed by the Recruitment and Remuneration Committees in which the
consideration criteria is made from Company’s Independent Directors and
at least 2 Directors must have accounting and finance knowledge, with
the term of 2 years. The Audit Committees whose term is expired is
permitted to be re-appointed to the position once again.

The Audit Committees held a regular meeting by at least once every
quarter with the outside accounting audit, and also the accounting
department, and also report directly to the Board of Directors.
Moreover, the Board of Directors has pressed the emphasis on the
importance of being transparent and verifiable, therefore, it requests
the Audit Committee to hold joint meetings with the accounting
department without the presence of managing directors at the meetings,
however, under their acknowledgement and Audit Committees meeting of
5/2012 on Monday, November 5, 2012 was a meeting between Audit
Committees and Accounting Auditor without the presence of management,
and 1 meeting was held.

Moreover, as the Company realized the importance of good corporate
governance, one member of the Company’s Audit Committee had completed
Audit Committee Program (ACP) organized by Thai Institute of Directors
Association.

(C) The Recruitment and Remuneration Committees are appointed by the
Board of Directors. Their duty is to search and recruit individuals to
be the Company’s managing director, head of the Directors, executives,
and also to follow up on succession plan to select individuals suitable
for higher executive position and reports directly to the Board of
Directors for approval, or to advise to the share holders in some cases.
Moreover, the Committees also review the annual remuneration for the
management team to be commensurate with the responsibility and
comparable to the outside labor market of the same industry, including
the remuneration at the appropriate level with respect to the business
growth, the operation result rate of increase in profit margin, as well
as task and responsibility of committee, sub-committee, and the Company
executives, to submit the proposal at the shareholder’s meeting. As of
December 31, 2012 the Recruitment and Remuneration Committees comprised
of three respectable individuals, 2 from the independent Directors and 1
Director :

+----------------------+-----------------------+-----------------------+
| Name                 | Position              |                       |
+----------------------+-----------------------+-----------------------+
| 1. Mr. Somboon       | Chairman of the       | Non - executive       |
| Chinsawananon        | Recruitment and       | director              |
|                      | Remuneration          |                       |
|                      | Committees            | and an independent    |
|                      |                       | Director              |
+----------------------+-----------------------+-----------------------+
| 2. Mr. Vorasit       | Director              | Non - executive       |
| Pokachaiyapat        |                       | director              |
|                      |                       |                       |
|                      |                       | and an independent    |
|                      |                       | Director              |
+----------------------+-----------------------+-----------------------+
| 3. Mr. Wattana       | Director              | Non - executive       |
| Chiengkul            |                       | Director              |
+----------------------+-----------------------+-----------------------+

Scope of Duties of the Recruitment and Remuneration Committee

1. To short-list and select the candidates to be appointed in the
position of managing director and senior executives and also follow up
on succession plans to recruit the suitable individuals for the position
of high executive when the term is expired.

2. To determine methods and criteria in recruiting the Directors and
Managing Director, so that the process remains transparent.

3. To stipulate method and criteria short–listing of the candidates who
possess the quality in advance from minority shareholders so as to treat
all shareholders with fairness.

4. To have legitimate power in calling for documents or individuals
related to the case in point for consideration.

5. To present the policy and criteria on payment of the remuneration for
the Directors, Managing
Director, Senior Executives, Advisors to the Board of Directors,
Committees appointed by the Board of Directors.

6. To consider the annual remuneration of the Directors, Managing
Director, Senior Executives, Advisors to the Board of Directors and the
Committees appointed by the Board of Directors.

7. To perform the scope of duties as assigned by the Board of Directors.

Recruitment, Appointment, Term of the Recruitment and Remuneration
Committees

The Board of Directors appointed Recruitment and Remuneration Committees
for 2 year term.

As such, the method of candidate selection has been stipulated.
Nevertheless, criteria to determine the method of recruiting managing
director have been identified as follows :

1. The Recruitment and Remuneration Committees determine the structure,
size and constituents of the Board of Directors, and stipulate the
quality of Directors to be replaced in terms of overall knowledge,
experience, and expertise in compliance with the element and quality
stated in the related laws/regulations.

2. The Recruitment and Remuneration Committees determine the method of
nominating the
qualified candidate, including the procedure of nominating the qualified
candidate in advanced from the minority shareholders.

3. The Recruitment and Remuneration Committees begin the search and
consider suitable candidate for Directors.

4. The Recruitment and Remuneration Committees select the best candidate
to be Directors and the recruitment result nominates the name of the
person who is judged as the best candidate to be the Company’s Director,
together with the reasons and propose it to the Board of Directors
through the Company’s secretary.

5. The Board of Directors selected suitable candidates who possess the
right
qualities as proposed by the Recruitment and Remuneration Committee and
present the candidate in the shareholder’s meeting for consideration.

The Recruitment and Remuneration Committee’s have, in advance,
identified the method of
nomination from the minority shareholders for the qualification and
quality of candidates that must be met, as can be summarized below :

1. An individual who nominates the qualified person to be Directors must
be a shareholder of the Company, which may be a single or consolidation
of multiple shareholder(s) who own(s) a number of shares according what
has been specified by the Recruitment and Remuneration Committee – that
is to have the proportion of minimum share with no less than 5 percent
of paid-up stocks in a continuous fashion at the minimum of 1 year and
must hold shares at the date of nomination at the meeting or nominate
the name of Directors together with certified documents that show the
ownership of shares from the security company, other documents from
Stock Exchange of Thailand or other documents which show the ownership
of shares, and the consent document showing the name of the nominated
individual to be submitted to the secretary of the Board of Directors.

2. The nominated candidates must possess all required qualifications and
are not prohibited by public laws, securities and exchange laws and Good
Corporate Governance practices.

3. Secretary of the Board of Directors presents the list of names to the
Recruitment and Remuneration Committee for consideration of the
suitability.

  Remark The Company’s board of directors and the recruitment and
  remuneration committee assigned the Company’s secretary to submit a
  letter asking for an advice from the Control Unit and Good Governance
  Promotion Department regarding the conflict between Securities and
  Exchange Commission Act (B.E. 2551) section 89/28 allowing
  shareholders whose aggregated shares account for 5% consider matters
  from shareholders and the principle of a good governance specifying
  the share proportion of the person that proposes an agenda should not
  exceed 5%. The Control Unit advised that to allow the share proportion
  of the person that proposes an agenda of less than 5% may violate the
  law. At present there is still no clear conclusion. Even though the
  Company would like to comply by the principle of good governance and
  allow the minimum share proportion of the person that proposes an
  agenda to be less than 5%, the Company’s board of directors and the
  recruitment and remuneration committee decided to have the Company
  abides by the law strictly and agrees to be overlooked by the Control
  Unit’s evaluation in the good governance about the minimum share
  proportion of the person that proposes an agenda of less than 5%.

In 2012, the Recruitment and Remuneration Committees have held 2
meetings and have reported to the Board of Directors.

(D) Company’s Executives as of December 31, 2012 with the total of 19
individuals, as follows : (The executive’s positions are ranked from 1
to 7 in accordance with the definition of SEC promulgation)

+-------------------------+--------------------------------------------+
| Name                    | Position                                   |
+-------------------------+--------------------------------------------+
| 1. Mr. Thanong          | Director / Managing Director / Authorized  |
| Chotisorayuth           | director to sign for and bind the company  |
+-------------------------+--------------------------------------------+
| 2. Mr. Viboolsak        | Director / Deputy Managing Director /      |
| Udomvanich              | Authorized director to sign for and bind   |
|                         | the company / Company's Secretary          |
+-------------------------+--------------------------------------------+
| 3. Mrs. Montalee        | Assistant Managing Director – SE-ED Book   |
| Chotisorayuth           | Center                                     |
|                         |                                            |
|                         | Director of SE-ED Book Center              |
+-------------------------+--------------------------------------------+
| 4. Mrs. Karnchana       | Assistant Managing Director - Sales and    |
| Charoenwong             | Distribution                               |
+-------------------------+--------------------------------------------+
| 5. Mrs. Nuchanart       | Assistant Managing Director - Magazines    |
| Kongvisaisuk            |                                            |
+-------------------------+--------------------------------------------+
| 6. Ms. Sajipat          | Director of Financial Division             |
| Pumpuengput             |                                            |
+-------------------------+--------------------------------------------+
| 7. Ms. Aree Sae–ung     | Director of Accounting Division            |
+-------------------------+--------------------------------------------+
| 8. Mr. Wiroj            | Director of HR Division & Organization     |
| Lackanaadisorn          | Development                                |
|                         |                                            |
|                         | Director of SE-ED Learning Center          |
+-------------------------+--------------------------------------------+
| 9. Mr. Apichit          | Director of Logistics                      |
| Suananuntapoom          |                                            |
+-------------------------+--------------------------------------------+
| 10. Mr. Ekasit          | Director of Strategic Information          |
| Wiwattanaprasit         | Administration                             |
+-------------------------+--------------------------------------------+
| 11. Mr. Meechoke        | Director of Academic Consulting and        |
| Thongsawai              | International Business                     |
+-------------------------+--------------------------------------------+
| 12. Ms. Daungjai        | Director of Sales and Distribution         |
| Jeenanurugk             |                                            |
+-------------------------+--------------------------------------------+
| 13. Mr. Kriwoot         | Director of Magazine Publishing Division   |
| Rojprasertsoot          |                                            |
+-------------------------+--------------------------------------------+
| 14. Ms. Sarida Sarajan  | Executive Editor, Text Books Division      |
+-------------------------+--------------------------------------------+
| 15. Mrs. Kanit Promsen  | Executive Editor, General Books Division   |
+-------------------------+--------------------------------------------+
| 16. Mrs. Phitsamai      | Assistant Director in Management and       |
| Simasuwanrong           | Operation,                                 |
|                         |                                            |
|                         | SE-ED Book Center                          |
+-------------------------+--------------------------------------------+
| 17. Mrs.Srinuan Konsila | Assistant Director in Marketing and        |
|                         | Products,                                  |
|                         |                                            |
|                         | SE-ED Book Center                          |
+-------------------------+--------------------------------------------+
| 18. Ms. Sodsaros        | Assistant Director in Purchasing and       |
| Hongron                 | E-Commerce,                                |
|                         |                                            |
|                         | SE-ED Book Center                          |
+-------------------------+--------------------------------------------+
| 19. Mr. Chonlavit       | Assistant Director in Strategy Analysis    |
| Iamraksakiat            | and Business Improvement,                  |
|                         |                                            |
|                         | SE-ED Book Center                          |
+-------------------------+--------------------------------------------+

  Report on changes of shares of Company’s Executives on December 31,
  2012

+------------------------+---------+---------+-------------+----------+
| Name-Last name         | Number  |         | Number of   | Remark   |
|                        | of      |         |             |          |
|                        | shares  |         | shares :    |          |
|                        |         |         | Increase    |          |
|                        |         |         | (Decrease)  |          |
|                        |         |         | during the  |          |
|                        |         |         | year        |          |
+------------------------+---------+---------+-------------+----------+
|                        | D       | D       |             |          |
|                        | ecember | ecember |             |          |
|                        | 31,     | 31,     |             |          |
|                        |         |         |             |          |
|                        | 2012    | 2011    |             |          |
+------------------------+---------+---------+-------------+----------+
|                        |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 1. Mr. Thanong         | 8,      | 7,      | 793,724     | Spouse   |
| Chotisorayuth          | 730,966 | 937,242 |             | of       |
|                        |         |         |             |          |
|                        |         |         |             | Mrs.     |
|                        |         |         |             | Montalee |
|                        |         |         |             | Chotis   |
|                        |         |         |             | orayuth. |
+------------------------+---------+---------+-------------+----------+
| 2. Mr. Viboolsak       | 372,025 | 1,      | (988,530)   |          |
| Udomvanich             |         | 360,555 |             |          |
+------------------------+---------+---------+-------------+----------+
| 3. Mrs. Montalee       | 2,      | 1,      | 191,250     | Spouse   |
| Chotisorayuth          | 103,750 | 912,500 |             | of       |
|                        |         |         |             |          |
|                        |         |         |             | Mr.      |
|                        |         |         |             | Thanong  |
|                        |         |         |             | Chotis   |
|                        |         |         |             | orayuth. |
+------------------------+---------+---------+-------------+----------+
| 4. Mrs. Karnchana      | None    | None    | -           |          |
| Charoenwong            |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 5. Mrs. Nuchanart      | 1,      | 1,      | 138,380     |          |
| Kongvisaisuk           | 722,180 | 583,800 |             |          |
+------------------------+---------+---------+-------------+----------+
| 6. Ms. Sajipat         | 134,354 | 122,140 | 12,214      |          |
| Pumpuengput            |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 7. Ms. Aree Sae–ung    | None    | None    | -           |          |
+------------------------+---------+---------+-------------+----------+
| 8. Mr. Wiroj           | 660     | 600     | 60          |          |
| Lackanaadisorn         |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 9. Mr. Apichit         | 89,232  | 81,120  | 8,112       |          |
| Suananuntapoom         |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 10. Mr. Ekasit         | None    | None    | -           |          |
| Wiwattanaprasit        |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 11. Mr. Meechoke       | 110,000 | 100,000 | 10,000      |          |
| Thongsawai             |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 12. Ms. Daungjai       | 20,393  | 27,630  | (7,237)     |          |
| Jeenanurugk            |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 13. Mr. Kriwoot        | 13,420  | 12,200  | 1,220       |          |
| Rojprasertsoot         |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 14. Ms. Sarida Sarajan | 20,449  | 18,590  | 1,859       |          |
+------------------------+---------+---------+-------------+----------+
| 15. Mrs. Kanit Promsen | 289,333 | 263,030 | 26,303      |          |
+------------------------+---------+---------+-------------+----------+
| 16. Mrs. Phitsamai     | 331,056 | 300,960 | 30,096      |          |
| Simasuwanrong          |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 17. Mrs. Srinuan       | 359,590 | 326,900 | 32,690      |          |
| Konsila                |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 18. Ms. Sodsaros       | 51,920  | 47,200  | 4,720       |          |
| Hongron                |         |         |             |          |
+------------------------+---------+---------+-------------+----------+
| 19. Mr. Chonlavit      | 3,000   | None    | 3,000       |          |
| Iamraksakiat           |         |         |             |          |
+------------------------+---------+---------+-------------+----------+

Scope of Duties for Managing Director : The managing director is
empowered to act on behalf of
all Directors in the following matters :

1. To administer Company affairs, follow objectives and obligations,
including procedures and
resolutions issued by the Committee and assume authority to direct all
professional staff and
employees. In managing Company business, the managing director is
directly responsible on
behalf of the Committee.

2. To hire, position, appoint, and punish professional staff and
discontinue employment of staff and employees, including the promotion,
or salary adjustment. This directive excludes professional staff and
employees who are employed, positioned, and punished and dismissed by a
Committee, or procedural regulations.

3. To determine the conditions of employment of professional staff and
employees, to order or announce the procedure of administration and
operation which does not obstruct the Company’s regulations, the
Committee’s agreements, the labor law or other related laws.

4. To operate any other business following Company regulations and the
Committee’s agreement, including assigning operational functions to the
Company’s officers and employees.

5. To act and commit for endorsement of contracts permitted under
license and any other contracts involving licenses with appropriate and
careful consideration to prevent any violation of a licenses held by
others.

6. For any business related to external sources, the managing director
and authorized directors have the authority to act and commit within the
scope of the authority, specified in regulation No.1, except any
business in which the managing director and Authorized Directors might
be in disagreement, or have some benefit from that business, or conflict
with the Company or Company’s subsidiaries. Conclusions should be
reached when the Committee meeting includes the independent Directors.
To achieve success, the managing director and the authorized Directors
will assign any person as a representative to respond to that particular
duty.

7. In absence or unavailability of managing directors, the deputy
managing director will act on his or her behalf for general routine work
and report to the managing director afterwards, other than that, the
deputy managing director will request permission to proceed from the
Chairman. When there is a vacancy for the position of Managing director,
the acting Managing director will be selected from the list of directors
or shareholders approved by the Recruitment and Remuneration Committee.

8. The approval of over–budget item beyond what has earlier been agreed
upon by the Board of
Directors must be presented in the meeting of Board of Directors for
considerations and
approvals according the Company’s regulation or stipulated laws.

The Board of Director and management of the Company have qualifications
in compliance with the article 68 of Public Company Limited Act (B.E.
2535) and possess no prohibited quality stipulated in the regulation of
Security Exchange Commission concerning the request and permission to
sell new shares. Moreover, no criminal records have been found for the
past 10 years.

The background detail of directors and executives are as in attached
document number 1.

8.2 Nomination of the Board of Directors and Executives : The
nominations and appointments of Board of Directors and Company’s
executives will be proceeded as follows :

Component and Appointment of Directors According to the Company’s
regulations, the number of Directors will consist of no less than 5
persons and at least half of whom must have a residence in the Kingdom.

Recruitment of Directors : Method of Recruiting Individual to be
nominated as Director is as Follows :

1. The Recruitment and Remuneration Committees determine the structure,
size and constituents of the Board of Directors, and stipulate the
quality of Directors to be replaced in terms of overall knowledge,
experience, and expertise in compliance with the element and quality
stated in the related laws/regulations.

2. The Recruitment and Remuneration Committees determine the method of
nominating
qualified candidates, including the procedure of nominating the
qualified candidates in advanced from the minor shareholders.
Shareholders can submit the name of a qualified candidate in advance
from September 30 - December 31 in the year 2012. Shareholders will
receive information from Stock Exchange of Thailand, the investor
relation website of the company, and other investors’ websites on which
a nomination form will be available.

3. The Recruitment and Remuneration Committees begin the search and
consider the name of suitable candidates for Directors.

4. The Recruitment and Remuneration Committees select the best candidate
to be Directors and the recruitment result and nominate the name of the
person who is judged as the best candidate to be the Company’s Director,
together with the reasons and propose to the Board of Directors through
the Company’s secretary.

5. The Board of Directors considers the selection of suitable candidates
who possess the right
quality as proposed by the Recruitment and Remuneration Committee and
present the candidate in the shareholder’s meeting for consideration.

Election of Directors in Annual General Meeting

As for the Directors’ vote, the shareholder’s meeting will elect
Directors, whereby each shareholder has an equal voting right of 1 share
per vote.

In voting for the Directors, the vote to elect a Director must be voted
one Director at a time.

Persons who receive the maximum number of votes that are ranged
according to the order of each candidates’ score received from the vote
will be elected as Directors, with the number of Directors equal to the
number of Directors needed at the time of election. If too many
candidates receive equal votes, they will draw for the raffle ticket to
determine final selection.

At general annual meetings, one–third of Directors will be retired. If
the number of Directors cannot be divided into three equal parts, the
number of retirements may be calculated to the nearest one–third.

Directors are not allowed to operate in any other business, or to become
partners or shareholders in another company that operates in the same
business and compete with the Company, unless they have informed in the
shareholders’ meeting prior to the appointment.

Directors must inform the Company immediately if he or she benefits from
the contract signed with the Company, or from their decrement and
increment of bonds and shares of the Company and affiliates companies.

The signatures of 2 out of 3 Directors, who have been appointed and
approved at the meeting of
Board of Directors, together with the stamp of the Company’s seal of
approval, are thus resulted in a legal binding for the Company. The
Board of Directors can identify the name of Director who will have the
signing authority together with stamp of Company’s seal of approval for
any Company’s legal binding documents.

Recruitment of Managing Director and Executives

For the position of Managing Director, the Recruitment and Remuneration
Committees will select the best suitable candidate whose knowledge,
ability, experience, and understanding of the book business are
essential. Moreover, the candidate must manage to achieve objective or
the Board of Directors pre-determined goal, whereby the Recruitment and
Remuneration Committees will propose to the Board of Directors for
appointment.

For executive positions from the position of Deputy Managing Director to
department directors,
the management will be responsible for recruitment consideration of the
most suitable person according to the Human Resource management
regulation, and report to the Board of Directors to acknowledge, except
when there is an appointment of head of the Internal Audit team, it must
first be approved by the Audit Committees.

Directors Representing Main Shareholders as at December 31, 2012 the
Company has 2 Directors who represent the main shareholders, 2 Directors
are representatives from GMM Grammy Public Company Limited.

8.3 Remuneration for Executives

The remuneration for Directors of the board and managing director, the
Board of Directors has appointed the Recruitment and Remuneration
Committee to consider the appropriateness and responsibility of each
director and managing director, circumstance, economic environment, and
relative compliance with other business within a similar industry.
Moreover, the Recruitment and Remuneration Committee had proposed the
remuneration policy and guidelines for considering the remuneration rate
for each committee and propose to the general shareholders’ meeting to
review and approve annually. However, the compensation of the Director
of the Board of Directors, Sub-committee to the board has already been
approved at the shareholder’s general meeting.

(1) Compensation for the Company’s Directors : The resolution from
shareholders’ general meeting number 1/2012, dated Thursday April 26
2012, has approved the compensation for directors as in the following
details :

The salary compensation (same as in 2011) consists of

-   Chairman of the Board : 15,000 Baht per month.

-   Independent Director and Director : 10,000 Baht per month.

Meeting allowances are only for those directors who attend the meeting.
However, in the Board of Directors or Sub-committee of the Board of
Directors meeting, the Sub-committee may decide not to receive the
allowance in a particular meeting, which depends upon the judgment and
collective decision of the Sub-committee.

-   Allowance for Chairman for each director : 20,000 Baht per meeting.

-   Allowance for Directors for each director : 10,000 Baht per meeting.

-   Allowance for Sub-committee to the Board of Directors

  - Chairperson of each Sub-committee 10,000 Baht per meeting.

  - Each Sub-committee member 7,000 Baht per meeting.

The Annual General Shareholder’s Meeting 1/2012 approved the lump sum
retirement payment for 2012 is no more than THB 5,000,000 by assigning
the Recruitment and Remuneration Committees considered suitable payment
allocation, and report to shareholders in the following year of the
shareholders’ meeting. The meeting of Recruitment and Remuneration
Committees 2/2013 dated February 20, 2013 approved the allocation of
lump sum retirement payment for 2012 by the amount of THB 3,656,711,
which is less than the approved sum from the AGM and less than
directors’ remuneration fee for 2011.

Remuneration for Board of Directors consisting of 13 persons as of year
2012 is in the following :

  (Unit : Baht)

+----------------+------------+------+----+------+-----+------+----+
| Name of        | Position   | Remu |    |      |     | Remu | T  |
| Directors      |            | nera |    |      |     | nera | ot |
|                |            | tion |    |      |     | tion | al |
|                |            | as   |    |      |     | (p   |    |
|                |            | of   |    |      |     | aid) |    |
|                |            | posi |    |      |     | from |    |
|                |            | tion |    |      |     | posi |    |
|                |            | and  |    |      |     | tion |    |
|                |            | mee  |    |      |     |      |    |
|                |            | ting |    |      |     | 2012 |    |
|                |            | a    |    |      |     |      |    |
|                |            | llow |    |      |     |      |    |
|                |            | ance |    |      |     |      |    |
|                |            | 2012 |    |      |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
|                |            | The  | T  | The  | E   |      |    |
|                |            | B    | he | Rec  | mol |      |    |
|                |            | oard | A  | ruit | ume |      |    |
|                |            | of   | ud | ment | nts |      |    |
|                |            | D    | it | and  |     |      |    |
|                |            | irec | C  | Remu |     |      |    |
|                |            | tors | om | nera |     |      |    |
|                |            |      | mi | tion |     |      |    |
|                |            |      | tt | Co   |     |      |    |
|                |            |      | ee | mmit |     |      |    |
|                |            |      |    | tees |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
| 1. Mr. Somboon | Chairman   | 100  | -  | 10   | 1   | 464  | 7  |
| Chinsawananon  | of the     | ,000 |    | ,000 | 80, | ,000 | 54 |
|                | Board      |      |    |      | 000 |      | ,0 |
|                |            |      |    |      |     |      | 00 |
|                | and        |      |    |      |     |      |    |
|                | I          |      |    |      |     |      |    |
|                | ndependent |      |    |      |     |      |    |
|                | Director   |      |    |      |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
| 2. Mr. Saroch  | Chairman   | 50   | 50 | -    | 1   | 351  | 5  |
| Lam            | of Audit   | ,000 | ,0 |      | 20, | ,000 | 71 |
| lertprasertkul | Committee  |      | 00 |      | 000 |      | ,0 |
|                | and        |      |    |      |     |      | 00 |
|                | Vic        |      |    |      |     |      |    |
|                | e-Chairman |      |    |      |     |      |    |
|                | of the     |      |    |      |     |      |    |
|                | Board of   |      |    |      |     |      |    |
|                | Directors  |      |    |      |     |      |    |
|                |            |      |    |      |     |      |    |
|                | and        |      |    |      |     |      |    |
|                | I          |      |    |      |     |      |    |
|                | ndependent |      |    |      |     |      |    |
|                | Director   |      |    |      |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
| 3. Mr. Pravit  | Audit      | 50   | 35 | -    | 1   | 328  | 5  |
| Tantiwasinchai | Committee  | ,000 | ,0 |      | 20, | ,000 | 33 |
|                |            |      | 00 |      | 000 |      | ,0 |
|                | and        |      |    |      |     |      | 00 |
|                | I          |      |    |      |     |      |    |
|                | ndependent |      |    |      |     |      |    |
|                | Director   |      |    |      |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
| 4. Mr. Kachen  | Audit      | 50   | 35 | -    | 1   | 328  | 5  |
| Benjakul       | Committee  | ,000 | ,0 |      | 20, | ,000 | 33 |
|                |            |      | 00 |      | 000 |      | ,0 |
|                | and        |      |    |      |     |      | 00 |
|                | I          |      |    |      |     |      |    |
|                | ndependent |      |    |      |     |      |    |
|                | Director   |      |    |      |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
| 5. Mr. Vorasit | Director   | 50   | -  | 7    | 1   | 281  | 4  |
| Pokachaiyapat  |            | ,000 |    | ,000 | 20, | ,000 | 58 |
|                | and        |      |    |      | 000 |      | ,0 |
|                | I          |      |    |      |     |      | 00 |
|                | ndependent |      |    |      |     |      |    |
|                | Director   |      |    |      |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
| 6. Mr. Phairat | Director   | 40   | -  | -    | 1   | 281  | 4  |
| Sittakul       |            | ,000 |    |      | 20, | ,000 | 41 |
|                |            |      |    |      | 000 |      | ,0 |
|                |            |      |    |      |     |      | 00 |
+----------------+------------+------+----+------+-----+------+----+
| 7. Mr. Wattana | Director   | 50   | -  | 7    | 1   | 281  | 4  |
| Chiengkul      | and        | ,000 |    | ,000 | 20, | ,000 | 58 |
|                | Authorized |      |    |      | 000 |      | ,0 |
|                | Director   |      |    |      |     |      | 00 |
|                | to sign    |      |    |      |     |      |    |
|                | for and    |      |    |      |     |      |    |
|                | bind the   |      |    |      |     |      |    |
|                | Company    |      |    |      |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
| 8. Assoc.      | Director   | 50   | -  | -    | 1   | 281  | 4  |
| Prof. Yuen     |            | ,000 |    |      | 20, | ,000 | 51 |
| Poovarawan     |            |      |    |      | 000 |      | ,0 |
|                |            |      |    |      |     |      | 00 |
+----------------+------------+------+----+------+-----+------+----+
| 9. Mr. Yongsak | Director   | 50   | -  | -    | 1   | 281  | 4  |
| Ekprachyasakul |            | ,000 |    |      | 20, | ,000 | 51 |
|                |            |      |    |      | 000 |      | ,0 |
|                |            |      |    |      |     |      | 00 |
+----------------+------------+------+----+------+-----+------+----+
| 10. Mr. Suwat  | Director   | 40   | -  | -    | 1   | 281  | 4  |
| D              |            | ,000 |    |      | 20, | ,000 | 41 |
| umrongchaitham |            |      |    |      | 000 |      | ,0 |
|                |            |      |    |      |     |      | 00 |
+----------------+------------+------+----+------+-----+------+----+
| 11. Mr.        | Director,  | 50   | -  | -    | 1   | 281  | 4  |
| Thanong        | Managing   | ,000 |    |      | 20, | ,000 | 51 |
| Chotisorayuth  | Director   |      |    |      | 000 |      | ,0 |
|                | and        |      |    |      |     |      | 00 |
|                | Authorized |      |    |      |     |      |    |
|                | Director   |      |    |      |     |      |    |
|                | to sign    |      |    |      |     |      |    |
|                | for and    |      |    |      |     |      |    |
|                | bind the   |      |    |      |     |      |    |
|                | Company    |      |    |      |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
| 12. Mr.        | Director,  | 50   | -  | -    | 1   | 281  | 4  |
| Viboolsak      | Deputy     | ,000 |    |      | 20, | ,000 | 51 |
| Udomvanich     | Managing   |      |    |      | 000 |      | ,0 |
|                | Director,  |      |    |      |     |      | 00 |
|                | Authorized |      |    |      |     |      |    |
|                | Director   |      |    |      |     |      |    |
|                | to sign    |      |    |      |     |      |    |
|                | for and    |      |    |      |     |      |    |
|                | bind the   |      |    |      |     |      |    |
|                | Company    |      |    |      |     |      |    |
|                |            |      |    |      |     |      |    |
|                | and        |      |    |      |     |      |    |
|                | Company's  |      |    |      |     |      |    |
|                | Secretary  |      |    |      |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
| 13. Mr.        | Director,  | 30   | -  | -    | 40, | 281  | 3  |
| Pongsak        | Deputy     | ,000 |    |      | 000 | ,000 | 51 |
| Si             | Managing   |      |    |      |     |      | ,0 |
| vapatrakumpol* | Director   |      |    |      |     |      | 00 |
|                | and        |      |    |      |     |      |    |
|                | Authorized |      |    |      |     |      |    |
|                | Director   |      |    |      |     |      |    |
|                | to sign    |      |    |      |     |      |    |
|                | for and    |      |    |      |     |      |    |
|                | bind the   |      |    |      |     |      |    |
|                | Company    |      |    |      |     |      |    |
+----------------+------------+------+----+------+-----+------+----+
| Total          |            | 660  | 1  | 24   | 1,5 | 4    | 6  |
|                |            | ,000 | 20 | ,000 | 40, | ,000 | ,3 |
|                |            |      | ,0 |      | 000 | ,000 | 44 |
|                |            |      | 00 |      |     |      | ,0 |
|                |            |      |    |      |     |      | 00 |
+----------------+------------+------+----+------+-----+------+----+

Remarks: * In Board of Directors meeting no. 1/2012 on Wednesday,
February 22, 2012, the Directors were informed of the director who
retired by rotation, Mr. Pongsak Siwapatarakampol. The retirement is
effective on the Annual General Shareholders Meeting 2012 on April 26,
2012.

Comparison Chart of the Directors' Compensation year 2012, 2011, and
2010

(Unit : Baht)

+----------------+------+---------+------+---------+------+---------+
| Compensation   | 2012 |         | 2011 |         | 2010 |         |
+----------------+------+---------+------+---------+------+---------+
|                | Nu   | Amount  | Nu   | Amount  | Nu   | Amount  |
|                | mber |         | mber |         | mber |         |
+----------------+------+---------+------+---------+------+---------+
| Gratuity of    | 13   | 4,      | 14   | 4,      | 13   | 3,      |
| retirement     |      | 000,000 | ⁽³⁾  | 000,000 |      | 420,000 |
| fund (paid)    |      |         |      |         |      |         |
+----------------+------+---------+------+---------+------+---------+
| Director's     | 13   | 2,      | 13   | 2,      | 14   | 2,      |
| compensation   | ⁽⁴⁾  | 344,000 |      | 274,000 | ⁽³⁾  | 284,000 |
+----------------+------+---------+------+---------+------+---------+
| Total          |      | 6,      |      | 6,      |      | 5,      |
|                |      | 344,000 |      | 274,000 |      | 704,000 |
+----------------+------+---------+------+---------+------+---------+
| Compensation   |      | 488,000 |      | 482,615 |      | 438,769 |
| per director   |      |         |      |         |      |         |
| per year       |      |         |      |         |      |         |
+----------------+------+---------+------+---------+------+---------+
| Budget for     |      | 9,      |      | N/A     |      | 7,      |
| directors’     |      | 369,396 |      |         |      | 024,431 |
| compensation   |      |         |      |         |      |         |
| was approved   |      |         |      |         |      |         |
| by service     |      |         |      |         |      |         |
| business group |      |         |      |         |      |         |
| shareholders   |      |         |      |         |      |         |
| ⁽¹⁾            |      |         |      |         |      |         |
+----------------+------+---------+------+---------+------+---------+
| Average        |      | N/A     |      | 523,426 |      | 495,072 |
| compensation   |      |         |      |         |      |         |
| of media and   |      |         |      |         |      |         |
| printing       |      |         |      |         |      |         |
| industry ⁽²⁾   |      |         |      |         |      |         |
+----------------+------+---------+------+---------+------+---------+
|   Remarks ⁽¹⁾  |      |         |      |         |      |         |
|   Information  |      |         |      |         |      |         |
|   on directors |      |         |      |         |      |         |
|   and          |      |         |      |         |      |         |
|   executives   |      |         |      |         |      |         |
|                |      |         |      |         |      |         |
|  compensation, |      |         |      |         |      |         |
|   average      |      |         |      |         |      |         |
|   directors    |      |         |      |         |      |         |
|   compensation |      |         |      |         |      |         |
|   within the   |      |         |      |         |      |         |
|   same         |      |         |      |         |      |         |
|   industry has |      |         |      |         |      |         |
|   been         |      |         |      |         |      |         |
|   surveyed by  |      |         |      |         |      |         |
|   Institute of |      |         |      |         |      |         |
|   Director     |      |         |      |         |      |         |
|   Thailand.    |      |         |      |         |      |         |
|                |      |         |      |         |      |         |
|   ⁽²⁾          |      |         |      |         |      |         |
|   Information  |      |         |      |         |      |         |
|   about        |      |         |      |         |      |         |
|   Compensation |      |         |      |         |      |         |
|   for          |      |         |      |         |      |         |
|   directors    |      |         |      |         |      |         |
|   and          |      |         |      |         |      |         |
|   executives,  |      |         |      |         |      |         |
|   average      |      |         |      |         |      |         |
|   compensation |      |         |      |         |      |         |
|   of directors |      |         |      |         |      |         |
|   within the   |      |         |      |         |      |         |
|   same         |      |         |      |         |      |         |
|   industry are |      |         |      |         |      |         |
|   from the     |      |         |      |         |      |         |
|   survey       |      |         |      |         |      |         |
|   conducted by |      |         |      |         |      |         |
|   Stock        |      |         |      |         |      |         |
|   Exchange of  |      |         |      |         |      |         |
|   Thailand.    |      |         |      |         |      |         |
|                |      |         |      |         |      |         |
|   ⁽³⁾ In the   |      |         |      |         |      |         |
|   board of     |      |         |      |         |      |         |
|   directors’   |      |         |      |         |      |         |
|   meeting no.  |      |         |      |         |      |         |
|   4/2010 on    |      |         |      |         |      |         |
|   Wednesday,   |      |         |      |         |      |         |
|   November 10, |      |         |      |         |      |         |
|   2010, the    |      |         |      |         |      |         |
|   committee    |      |         |      |         |      |         |
|   acknowledged |      |         |      |         |      |         |
|   the          |      |         |      |         |      |         |
|   resignation  |      |         |      |         |      |         |
|   of Mr.       |      |         |      |         |      |         |
|   Sumeth       |      |         |      |         |      |         |
|   D            |      |         |      |         |      |         |
| amrongchaitham |      |         |      |         |      |         |
|   and          |      |         |      |         |      |         |
|   appointed    |      |         |      |         |      |         |
|   Mr. Suwat    |      |         |      |         |      |         |
|   D            |      |         |      |         |      |         |
| amrongchaitham |      |         |      |         |      |         |
|   as the       |      |         |      |         |      |         |
|   replacement. |      |         |      |         |      |         |
|                |      |         |      |         |      |         |
|   ⁽⁴⁾ Remarks: |      |         |      |         |      |         |
|   In Board of  |      |         |      |         |      |         |
|   Directors    |      |         |      |         |      |         |
|   meeting no.  |      |         |      |         |      |         |
|   1/2012 on    |      |         |      |         |      |         |
|   Wednesday,   |      |         |      |         |      |         |
|   February 22, |      |         |      |         |      |         |
|   2012, the    |      |         |      |         |      |         |
|   Directors    |      |         |      |         |      |         |
|   were         |      |         |      |         |      |         |
|   informed of  |      |         |      |         |      |         |
|   the director |      |         |      |         |      |         |
|   who retired  |      |         |      |         |      |         |
|   by rotation, |      |         |      |         |      |         |
|   Mr. Pongsak  |      |         |      |         |      |         |
|   Siw          |      |         |      |         |      |         |
| apatarakampol. |      |         |      |         |      |         |
|   The          |      |         |      |         |      |         |
|   retirement   |      |         |      |         |      |         |
|   is effective |      |         |      |         |      |         |
|   on the       |      |         |      |         |      |         |
|   Annual       |      |         |      |         |      |         |
|   General      |      |         |      |         |      |         |
|   Shareholders |      |         |      |         |      |         |
|   Meeting 2012 |      |         |      |         |      |         |
|   on April 26, |      |         |      |         |      |         |
|   2012.        |      |         |      |         |      |         |
+----------------+------+---------+------+---------+------+---------+

(2) Executives' Compensation

The Recruitment and Remuneration Committee will be a group to assess the
performance of managing director and also consider the determination of
compensation for managing director according to the said criteria. For
the result of managing director' assessment, the Recruitment and
Remuneration committee will be submitted to the Board of Directors to
acknowledge and approve.

For the Compensation of top executives, the Recruitment and Remuneration
Committee will determine the criteria and structure of executives
compensation, which will consider them according to the principle and
policy specified by the Board of Directors and also in accordance with
the Company performance as well as the performance of each director. The
managing director will be the person to consider the appropriateness in
identifying the compensation of each individual staff and also the
annual pay-rise of salary for high executives, and report all the
reasonable compensation increase to the Board of Directors for later
acknowledgment.

Remuneration for Management Directors and Management Executives for the
first 4 executives next to the position of Managing Director and every
executive in the same level as fourth management executive in total of 6
executives (in exclusion of the director of financial division and the
director of accounting division) which can be illustrated in the table
below.

Table show the remuneration of management as defined by SEC in total of
6 individual (not include Finance Director, Accounting Director)

8.4 Good Corporate Governance The Company stresses the importance of the
good corporate governance and establishes the good governance process in
a consistent manner. The Company training all staffs to be consciously
aware of business ethic in treating customers, trading partners,
competitors, society, colleagues with virtue, transparency, as role
models, social responsibility, honesty, equality, rights; and right of
staffs, Directors, shareholders, trading partners until it turns into
the Company cultural strength, which has long been practiced ever since
its establishment 38 years ago. “SE-ED seeks to do business in the areas
that promote education in the fields necessary to the development of the
nation. It operates the business that will make “Smarter Thais” by
developing a sustainable business with a continuous earning growth at
the above the industry average, being a role - model company that can
create work result deems beneficial and accepted by society at large
with happy staffs, and able to deliver and maintain an attractive
long-term investment returns at the satisfactory level.”

Therefore, this organization’s culture is the Company’s strength, making
the Good Corporate Governance practice to succeed much easier, faster,
and more substantially. When the Stock Exchange of Thailand suggested
the 15 points of principles, which later had been changed to 5
categories, for good corporate governance as general guidelines to the
listed companies, the Company can adjust to build relationships with the
Company’s operation without much effort.

The Board of Directors has appointed the Audit Committees who are
instrumental and a driving force in auditing all Company’s operations
and administration up to the acceptable standard and in the right
direction, by revising all policies in relation to Good Corporate
Governance and ethical code book to suit the environment and being
abreast of the times. This also includes the duty of reviewing the
policy on Corporate Good Governance and regularly report to the Board of
Directors with regards to the action taken to meet the stated policy as
mentioned in Corporate Good Governance policy.

The Board of Directors has a clearly stipulated policy concerning the
employment position in other Company and number of Company that
Directors, managing director, and Company’s senior executives can be
employed to allow effective serving of duty. As of December 31, 2012,
none of the Board of Directors member is positioned in more than 3
listed companies.

The Board of Directors and senior executive are aware of the importance
of knowledge development and experience in performing of duty. 83% of
Directors have already attended the training course from Thailand
Institute of Directors (IOD). In addition, for every change of new
Directors, the Board of Directors has provided useful documents and
information for new Directors, which include business information and
direction.

The Board of Directors has prepared the development and succession plan
of the managing director and senior executives for the readiness in case
managing director and senior executives cannot perform the duty.

In 2012, the Board of Directors has arranged to prepare report on
corporate social responsibility to show the determination and intention
of directors, executives, and staffs to play a part of operating in
business for social.

As the company stressed the importance of developing good corporate
governance, the determination to participate in business transparently
has resulted in 2012 as follows :

-   Received ‘SET Award of Honor’ of Corporate Governance Report (four
    consecutive years of Top Corporate Governance Report Awards) for the
    second time from the SET Awards 2012 organized by the Stock Exchange
    of Thailand and Money & Banking Magazine. The Company is the only
    listed company outside SET100 to receive this award.

-   Received Investors’ Choice Award from Thai Investors Association as
    the Company received 100% scores from the AGM evaluation for 4
    consecutive years, from 2009 - 2012. The honorable award was given
    to a listed company who is aware of the importance of shareholders
    meetings by considering the rights and equality of all shareholders.
    SE-ED is the only company in the publishing business that received
    the award.

-   The Company received the evaluation of Corporate Governance Report
    of Thai Listed Companies 2012, 2011, 2010, 2009 and 2008 as
    ‘excellent’ or 5 stars for five consecutive years. The evaluation
    was from Thai Institute of Directors (IOD), the Stock Exchange of
    Thailand, and the Office of Securities and Exchange Commission. The
    Company is the only company from the publishing business category in
    the service industry to be evaluated ‘excellent’ for five
    consecutive years.

-   The company was rated as “Excellent” in the 2007, 2008, 2009, 2010,
    2011 and 2012 evaluation in the Annual General Meeting (AGM) of the
    shareholders by the Securities and Exchange Commission in
    cooperation with the Listed Companies Association and the Thai
    Investors Association. The company has been in the group of over 100
    points which has been praised as a good example from SEC for 6
    consecutive years. Among 450 listed companies that participated in
    this project, the Company is 1 in 74 companies among 450 listed
    companies that received 100 points.

From such result, it reflects the determination of the Company’s Board
of Directors, executives and all the Company’s staff who see the
importance of business transparency, fairness to all parties and
retraceable.

Policy on Good Corporate Governance

The Board of Directors is aware of the importance of good corporate
governance to increase transparency, competitiveness and confidence to
the shareholders, the investors and the involved parties. So, it has
prescribed in written format the policy on Good Corporate Governance and
also revised and updated the policy on Good Corporate Governance and
business ethics handbook that are suitable for the business environments
and more international, by stipulating that the revision of Good
Corporate Governance policy shall be made once a year. In 2006, the
Audit Committees has prescribed additional good practice guidelines to
ensure the clear direction to be used by all executives and staffs. In
2012, the Audit Committee and the Board of Directors has reviewed the
principle of Corporate Good Governance that has been revised in the
10^(th) Edition since 2001.

The Company’s definition of “Independent Director” was revised to be
consistent with the Stock Exchange of Thailand’s definition.
“Independent Directors Handbook” dated March 29, 2012 ensures the real
independent directors’ independence, which is more strict than the loose
framework in the definition of independent director announced by the
Stock Exchange of Thailand.

The Board of Directors has prescribed the policy of good corporate
governance as follows :

1.  The Board of Directors, all management and staffs are determined to
    engage in practicing Good Corporate Governance in the Company and
    organize management structure that offers linkage between the Board
    of Directors, management, shareholders and stakeholders.

2.  Shareholders will be treated with fairness and have their rights in
    access to information and available channel of communication with
    the Company.

3.  The Board of Directors will facilitate all minority shareholders in
    permission to add number of minority shareholders’ meeting prior to
    the date of shareholders’ meeting, which also includes a clear
    guideline of practice.

4.  The Board of Directors will engage in the release of business
    information with regards to finance and non-finance information
    adequately, reliably, timely, transparently, fairly to all
    shareholders, investors and Company’s Stakeholders.

5.  The Board of Directors will establish a unit in the Company to deal
    with shareholders, investors, auditing the business communication
    with good governance office.

6.  The Board of Directors will promote the co-operation between the
    Company and the Stakeholders, and also determines the communication
    channel between them.

7.  The Board of Directors may appoint other Committee(s) to consider
    the monitoring of task as suitable.

8.  The Board of Directors has the role in determining the vision,
    mission, financial target, risk, work plan, and also monitor and
    control the work in accordance with the policy and plan as
    effectively prescribed.

9.  The Board of Directors has the role in promoting the business ethics
    in written form and also promotes the activity that supports good
    ethical conduct of Directors, management, and staffs.

10. The Board of Directors will conduct the annual self-evaluation
    activity to create auditing framework of the Board of Directors.

11. The Board of Directors will organize a recruitment System for
    individuals who will be responsible for management position through
    transparent and sufficient process of selection.

Moreover, in 2009, the Company also prepared an English version of
policy on Corporate Good
Governance to inform investors. For the principle of good practices, and
business ethics for Corporate Good Governance, please search and view
the information from our investor website (www.se-ed.com/ir).

The Audit Committee and the Board of Directors reviewed and improved the
contents in the
handbook of principle of Corporate Good Governance, guidelines, ethics,
and environment and social policy completely and accurately and complies
to the regulations of the Security and Exchange Commission and also
follows the principle of Good Corporate Governance for listed company
2006 which is illustrated in 5 different sections which are :

1. Shareholders’ rights

2. Equal treatment to all shareholders

3. Stakeholders’ role

4. Information disclosure and transparency

5. The Board of Directors’ responsibilities

The Board of Directors has requested Directors to review the works,
problems, and all difficulties in the past years, by having them perform
self-evaluation tasks, so that the result of evaluation can be used to
analyze the director performance and use all recommendation for future
improvement. Moreover, the Board of Directors has promoted and supported
the Directors to develop knowledge by attending the Directors training
course at the Thailand Institute of Directors (IOD) or Stock Exchange of
Thailand or other related business units to increase knowledge and to
allow chances in exchange of experience with Directors from other listed
companies.

The Board of Directors is aware of the importance of promoting the duty
and responsibility of Directors, executives, and staff to be in
accordance with the principle of Good Corporate Governance, as
stipulated by the Board of Directors. Thus, the Board of Directors has
undertaken a communication of Good Corporate Governance policy and
business ethics, and policies on environmental and social issues to the
management and staff through communication channels in a consistent
fashion.

-   Employee Handbook

-   Handbook "Policy for Good Corporate Governance"

-   Annual staff conference

-   Annual planning conference

-   Company intranet system and investor relation website

-   Company's e-mail

-   Company's public relation sign board

Rights of Shareholders

The Company’s Board of Directors is aware of ownership rights in
controlling the company through appointment of the Board of Directors to
act on behalf of shareholders and maintains the right to decide on the
major change of the Company’s Board of Directors. Therefore, it seeks to
support the shareholders to exercise their rights as bestowed upon by
the stipulated basic shareholders’ right which are the rights to
buy-sell, or transfer stocks, sharing profit, receipt of adequate
information regarding the business, and the shareholders should learn
about the rule and procedure in attending the shareholders’ meeting and
permitting adequate information for consideration before the meeting.
This also includes the opportunity to query the Directors both during
the meeting or in advance submission of query request. The Company’s
Board of Directors is aware and put the emphasis on the importance of
shareholders’ right. It seeks not to infringe upon or evict the
shareholders’ rights.

The Board of Directors has set a schedule for an annual shareholders’
meeting within 4 months from the end of accounting’s year. And in case
of necessity for special meetings which may arise from the needs to
resolve the issue that may affect the interest of shareholders with
regards to laws, regulations that must be approved by shareholders, the
Board of Directors will call for an extra meeting for Shareholders.

In organizing shareholders’ meeting, the Company’s Board of Directors
stresses the importance of shareholders’ rights, beginning with the date
of meetings which are not a long holiday or national holiday and
appointment time for meeting should not be too early or too late in the
evening and the meeting place should be held in a place where
transportation is relatively convenient. Moreover, the Company proceeds
to send the invitation with the details of meeting agendas, along with
Directors’ opinions, the details of agendas to consider the important
reasons, positive and negative impact in each agenda, authorization
documents in 3 formats as defined by laws, and list of independent
Directors along with suggestions for proxy authorization procedures so
that the shareholders can assign proxy on behalf of them to attend the
meeting and declared the preparation of customs stamps to serve the
proxy without charge. This includes the map of place for meeting for
shareholders for at least 14 days in advance before the meeting day, a
common practice since 2004, and also announced through daily newspaper
for a minimum of 3 consecutive days, and 3 days before the meeting day,
to allow time for shareholders of the incoming meeting. It must be noted
that for the general shareholders’ meeting in 2012, the Company will
openly post invitation messages calling for the shareholders’ meeting
and also the annual report 2011 on the Company’s website for at least 30
days in advance, and mail the invitation documents through the
registration office 21 days in advance of meeting date.

Shareholders : Rights of Shareholder and Equal Treatment Practice

Shareholders’ Meeting

In the shareholder’s meeting of 2012, the Board of Directors has
appointed the Company’s secretary to inform the shareholders through
Stock Exchange of Thailand and Company’s investor relations website that
the shareholders can request for additional meeting agenda, nomination
of candidate for the post of managing director, as well as the advance
inquiry. The Company’s directors allow any inquiry to be submitted from
September 30, 2011 to December 31, 2011 directly to Company’s secretary,
investor relation division, or through website, by proposing the meeting
agenda, and name of person for the position as directors at least 3
months prior to the last date of the fiscal year. However, there was no
shareholder who requested additional meeting agenda, nomination of
candidate for the managerial position. For the advance inquiry, the
Company has allowed the acceptance of inquiry till the day of
shareholders’ meeting.

The Company’s board of directors and the recruitment and remuneration
committee assigned the Company’s secretary to submit a letter asking for
an advice from the Control Unit and Good Governance Promotion Department
regarding the conflict between Securities and Exchange Commission Act
(B.E. 2551) section 89/28 allowing shareholders whose aggregated shares
account for 5% consider matters from shareholders and in the 2006
principle of a good governance for registered companies specifying the
share proportion of the person that proposes an agenda should not exceed
5%. The Control Unit advised that to allow the share proportion of the
person that proposes an agenda of less than 5% may violate the law. At
present there is still no clear conclusion. If the Company would like to
be evaluated as being compliant to the principle of good governance, the
Company should allow the minimum share proportion of the person that
proposes an agenda to be less than 5%.

However, the Company’s board of directors and the recruitment and
remuneration committee decided to have the Company abides by the law
strictly and agrees to be overlooked by the Control Unit’s evaluation in
the good governance about the minimum share proportion of the person
that proposes an agenda of less than 5%.

In the shareholder’s meeting of 2013, the Board of Directors has
appointed the Company’s secretary to inform the shareholders through
Stock Exchange of Thailand and Company’s investor relations website that
the shareholders can request for addition meeting agenda, nomination of
candidate for the post of managing director, as well as the advance
inquiry. The Board of Directors has specified the date of request from
September 30, 2012 to December 31, 2012, which can be requested directly
to Company’s secretary, investor relation division, or through website,
by proposing the meeting agenda, and name of person for the position as
Directors at least 3 months prior to the last date of the fiscal year
and the Company have illustrated the principles and methods used on the
website of investor relations since September 30, 2012. However, there
was no shareholder who requested for additional meeting agenda,
nomination of candidate for the managerial position. For the advance
inquiry, the Company has allowed the acceptance of inquiry till the day
of shareholders’ meeting.

Delivery of meeting invitation documents

In the shareholders’ meeting, the Board of Directors has placed priority
to the Shareholder’s right, by sending the meeting invitation letter
with meeting details, objectives and reasons, along with the Committees’
opinion to consider the noteworthiness of inquiry, the positive and
negative effect in each period of meeting, authorization letter, and
name of independent Director(s) together with advise in authorization
paper that allow shareholder choices to choose someone to represent them
in the Shareholder’s meeting. This includes the map of the place for
meeting for shareholders for at least 14 days in advance before the
meeting day. This has been the Company practice since 2004, and also
announced through daily newspaper for a minimum of 3 consecutive days,
and 3 days before the meeting day, to allow time for alarming
shareholders of the incoming meeting. It must be noted that for the
general shareholders’ meeting in 2012, the Company will openly post an
invitation message calling for a shareholders’ meeting on the Company’s
website over 30 days in advance, and annual report for 2011 be fully
released on the website 21 days prior to the actual meeting.

Date of Shareholders’ Meeting and Meeting Procedure

The Company attempted to improve the process of shareholders’ meeting to
ensure the suitability consistently, particularly after 2005 onward. It
adheres to the principle that every shareholder should have equal
opportunity in receiving the information and also equal chance for
shareholders’ right, including the right to voice opinion or to offer
suggestions that are beneficial to the Company.

To register for the meeting, the Company will allow registration for at
least 2 hours prior to the
beginning of actual meeting and continue to do so until the meeting is
over a regular practice since 2005. In addition to that, the Board of
Directors will also seek to serve the shareholders with the staffs and
adequate number of computer. In the general shareholders’ meeting 2007,
the Company, for the first time, started using a barcode system for
registration purposes to facilitate the shareholders, as well as an
arrangement to print voting cards in each meeting agenda for every
shareholder.

The Company prepared staff to serve shareholders in acquiring
information and serve the query points. Moreover, a welcoming meal is
organized for attended shareholders.

For those shareholders who were available to attend the meeting by
themselves, the Company
allowed the shareholders to authorize an independent Director for at
least 1 individual or authorize the
managing director or the Company's secretary to attend the meeting and
vote in representation. In the general shareholders' meeting 2012, there
are shareholders who request for representative authorization as :

-   3 shareholders authorized Mr. Somboon Chinsawananon, the Chairman of
    the Board of Directors and Independent Director

-   19 shareholders authorized Mr. Kachen Benjakul, Audit Committee and
    Independent Director

-   1 shareholder authorized Mr. Vorasit Pokachaiyapat, Independent
    Director

-   54 shareholders authorized Mr. Viboolsak Udomvanich, Director,
    Deputy Managing Director, and the Company's Secretary

Prior to the meeting, the Company played a DVR introducing the Company
history, its annual operating results to all shareholders to learn about
the Company information before the start of the meeting. There was also
another video presentation about the promotion of the corporate
governance related to shareholder’s meetings of listed companies. Before
the meeting really begins, the Chairman will explain the method of
voting and counting. The counting of votes will be illustrated and the
results of every step in the meeting room will also be summarized. In
case the shareholders cannot attend the meeting, the Company allows the
shareholder to authorize someone, independent Director(s), Managing
Director, or Company’s secretary representing them in the meeting.
During the meeting, the Company provides adequate time and allows a fair
chance for shareholders to ask questions. The Directors who are related
to that question, particularly Chairman of auditor Committee, Chairman
of Committee and Managing Directors, including the high-level executives
in the area of accounting, finance, internal audit and accounting audit
to attend the meeting at the same time to answer some of the questions
in the meeting. The Chairman will moderate the meeting according to the
scheduled meeting agenda. But such meeting will not allow an
un-announced meeting agenda, with the total time of 2 hours and a half
or more.

The Company’s Board of Directors emphasizes the importance of attending
the general shareholders’ meeting to answer question and listen to the
concerns. In the general shareholders’ meeting in 2012, all 13 Directors
attended the meeting which included the high-level executives for
accounting, finance, internal audit, auditor or and law consultant to
answer variety of questions from the shareholders.

The significant agendas for shareholders’ meeting are as follows :

-   Operating result : The Company has declared the details of the
    information about the Company’s operating result, profit, revenue,
    expenses, and summary of operation on the chart.

-   Appointment of the Board of Directors : The Company allows
    opportunity for shareholders to select the Directors of the Board of
    each individual, by providing biography information, education
    history and work experience and inform shareholders about the vision
    of each director before voting begin. In case of former directors
    being the candidate, the details of the board meeting participation
    will also be fully provided.

-   Auditors Appointment : SE-ED details the name of auditors, auditor’s
    office, remuneration, the reason for auditors selection, the past
    year’s performance quality and Company’s relationship.

-   Profit Allocation : The Company supplies details on profit
    allocation and reserve funds, dividends regarding the Company’s
    dividend payment policy as well as the registered book closing date
    in order to give right of receiving dividend.

-   Board of Directors’ Remuneration : The Company provides offered
    remuneration details which are based on policies and conditions of
    the Board of Directors’ remuneration. Those aspects are considered
    by Committee regarding remuneration.

In the voting, the shareholders used voting cards to vote deploying
barcode systems to count vote
more rapidly and efficiently. The Company will collect the voting card
only in case there are shareholders who vote against or abstain from
voting, but for the Board of Directors’ election, to be in line with the
best practice of shareholders’ meeting, the Company collected the voting
cards from the each of the participated shareholders and voting of
Directors will be voting for each Director. Moreover, the Company has
requested a law consultant to join the vote counting procedure and
confirmed the result with accuracy, transparency, and in accordance with
the Company’s regulation. For the result of voting in each agenda, the
Company immediately announced the result of the vote in each agenda of
each shareholder’s resolution regardless of whether the vote result
shows on the outcome of agree or disagree.

After the meeting, the Board of Directors will allow chance for
shareholders, analysts and general
investors to answer to the inquiry, by having the Chairman,
Sub-committee chairman, managing director, senior executives in
accounting and finance to jointly answer. However, in replying to the
inquiry, the Board of Directors will adhere to the equal opportunity to
the Company’s information.

After the meeting day

The Company’s directors assigned the secretary to disclose resolutions
and voting results from the shareholders meetings on the day after
through The Stock Exchange of Thailand and the Company’s website. During
the shareholders meeting, the company’s secretary has recorded important
questions, and remarks from the meeting, counting votes and concluding
resolutions. The number of votes for each agenda is clearly recorded and
divided into in favor, against, and abstention. Shareholders meeting
reports along with pictures and audio records will be posted on the
Company's website within 14 days from the meeting date.

Equal treatment to shareholders

The Company’s Board of Directors is aware of the equal and just
treatment to all shareholders.

1.  The Board of Director assigned the Company’s secretary to announce
    to the shareholders through the communication channel of Stock
    Exchange of Thailand and investor websites for shareholders to
    propose meeting agenda, lists of persons to be positioned as
    Directors and summit questions in advance. The Board of Directors
    determines the time to receive the request from September 30, 2012
    to December 31, 2012 by sending requests directly to the Company’s
    secretary, investor relation, independent Directors or via website
    by proposing the meeting agenda and name of the person to be
    positioned as Directors at least 3 months prior to the last date of
    the fiscal year, in which criteria of consideration is posted on the
    website of investor relation. The Company’s secretary will propose
    the name as proposed by shareholders to the Recruitment and
    Remuneration Committee to examine the qualifications and then
    propose it to the Board of Directors and then to the shareholders’
    meeting. The Board of Directors will examine the suitability whether
    to add the agenda as requested by shareholders to the meeting or not
    based on said criteria, by allowing shareholders to propose names of
    candidates to be positioned as Director and propose the agenda in
    advance which has been a normal practice since 2006.

2.  The Board of Directors proposes the name of 1 Independent Director
    as a choice for proxy of shareholders who holds the proxy
    authorization to exercise the right in the meeting and voting for
    each agenda. In general shareholders’ meeting 2012, the Board of
    Directors proposed the names of 5 independent Directors.

3.  The Board of Directors moderate the shareholders’ meeting according
    to the agenda announced earlier in the meeting’s invitation
    document, and will not add any agenda to the meeting without
    informing shareholders in advanced, so that the shareholders have
    enough chance to study the information of the operation performance
    to be considered in each agenda adequately and suitably.

4.  The Company’s Board of Directors prepares the voting cards for all
    agendas. The Company has used the barcode system for recording and
    displaying the voting result since 2006, while preparing staff to
    facilitate the collection of voting cards in the meeting room, which
    except in the case of voting to elect Directors, the staff will
    collect voting cards whether they be yes, no, or absentee’ votes.
    And after the meeting, staff will collect the voting card for all
    agenda. Moreover, the Board of Directors arranges to have legal
    consultant to witness the voting count for transparency.

5.  The Company’s Board of Directors assigns the Company’s secretary to
    prepare and write
    the meeting report accurately and completely, and then disseminate
    the meeting report to all shareholders through investor relation
    website and the Company also submitted the report to the Stock
    Exchange of Thailand no more than 14 days after the date of the
    meeting. Moreover, the Company also broadcasts audio and video of
    the shareholders’ meeting on the investor relation website to allow
    interested shareholders to view the past meeting.

6.  The Company determines preventive measures to tackle the use of
    inside information to benefit Directors by announcing to all parties
    concerned to be aware of role and duty to report the status of
    security holdings of each individual, spouse and children who hold
    security and whose ages are not considered sui juris and acknowledge
    the change in security prepared reports for each time there is a
    buy, sell, transfer or receive of security to the Security and
    Exchange Commission according to the Article 59 of Security and
    Exchange Commission Act. (B.E. 2535) within 3 days after the date of
    purchase, sell, transfer or receive the transfer of security. The
    Company always alerts in the meeting of Board of Directors and all
    management committees. Moreover, the Directors and management also
    acknowledges the duty and responsibility as stipulated and penalty
    as stated in Security and Exchange Commission Act (B.E. 2535), and
    the Company prohibits the management who know the inside information
    of the Company to not violate article 241 of the already-mentioned
    law, including the related regulation.

7.  To prevent conflict of interest, the Board of Directors carefully
    supervises. When there is an item that may result in a conflict of
    interest, the Company seeks to stipulate the policy and procedure of
    the related item approval in written form, including the policy and
    method of supervision so that the management and related persons
    will not use inside information to their own benefit, as follows :

Items that may have conflict of interest : The Company’s Board of
Directors carefully monitor to avoid any conflict of interest that may
arise and also look into the related items, by stipulating in the policy
and steps of approval for each item in written notice. Moreover, the
Audit Committee propose to the Company regarding the items that could
cause conflict of interest. The Company’s Board of Directors has been
particularly careful when consideration is made, in accordance with
criteria stipulated by stock exchange through the determination of price
and condition as if such items are dealt with the outsiders (Arm’s
Length Basis) and disclose the inter-related items which are
significant, item value, counterparty, reason/necessity in annual report
and annual information disclosure report.

The Board of Directors approved the principles and suggestion of
Securities and Exchange Commission in accordance with the Section 89/12
(1) of Securities and Exchange Act (No.4) B.E. 2551 to allow the company
management to enter in to any business transaction between the Company
and its subsidiaries and directors, executives or related persons. The
transaction with the same commercial terms as those an ordinary person
would agree with any unrelated counterparty under the similar
circumstances, on the basis of business negotiation which is without any
influences directly resulted from the company’s positions of director,
executive, or related person. However, the Board of Directors has
assigned the Audit Committee the task to present the items which may
pose a conflict of interest and any related items for the transaction
over 2 Million Baht per quarter and reports it directly to the Board of
Directors to acknowledge in a quarterly basis.

In the meeting of Board of Directors, should the Directors have interest
in the decision, the Chairman of the Board will request for Directors to
abide to the regulation and have the Director informed to the meeting
and is asked not to vote or voice opinion for the matter.

Supervision on the of insider information : The monitoring of policy and
measures are in written format with respect to the Good Corporate
Governance and handbook for the Board of Directors which has already
been discussed in the Board and Executive meeting. The top management of
the Company have also been informed about the announcement of Securities
and Exchange Commission which stated that the management (including the
spouse and legitimate child who has not become sui juris - or, in other
words, not yet 20 years of age) must report the change of stock
ownership to the Securities and Exchange Commission as stipulated in the
law called Securities and Exchange Commission Act B.E. 2535 in the
section 59 within 3 days after the change of ownership of Securities
taken place, and also report to the Company’s secretary to report to the
directors and related parties for acknowledgement. Moreover, the
management in the meeting has also been informed about the penalty
imposed upon those who violate the laws.

The Company has the policy that sets the guideline for the practice of
Good Corporate Governance, ethical practices of the Board of Directors,
including the regulation that prohibit the staff from taking the
Company’s document or information for personal use, or bring outside the
Company, without asking for permission. This also includes exposure of
financial documents or other related documents for outsiders, and also
prohibits the trading activity within 1 month prior to public release of
financial information. If done so, the act can be considered
“misconduct” to the Company’s rule of conducts. Should the management or
staff violate such rules of conduct, the penalty can be ranged from
warning, fine, work suspension, work without pay or job termination.

Role of Stakeholders

The Board of Directors : The Company has given priority to all groups,
regardless of being
internal vested interests such as the employees or the management of the
Company or external vested interests such as trade partners,
competitors, writers, translators, public servants and other involved
parties. Since the Company realizes that support from vested interests
can help in competitiveness and profitability of the Company, they are
regarded as important to the long-term success of the Company. The
Company has identified the guideline of practice in written form in the
good corporate governance policy that the Board of Director supports the
cooperation between the company and the stakeholders. The Company also
developed an employee manual about business ethics and morality. This
manual is to become the regulations and rules that need to be strictly
followed by directors, executive staff and every employee. It also seeks
to determine the communication channels. Moreover, the Company will take
care of stakeholders according to the relevant laws, and, by no means,
act in violation of stakeholders’ rights, which can be described as
below.

  ---------------- ---------------------------------------------------------
  Stakeholders     Policy Good Corporate Governance

  Shareholder(s)   The Company determines to operate in the business with
                   honesty, direct, and verifiable, by adhering to the
                   sustainable business development, with continuous average
                   growth that is higher than industry average. It is
                   committed to be a role model Company and can generate
                   satisfied return on investment in long term.

  Business         The Company will treat all business partners with
  Partner(s)       fairness and equality on the basis of mutual benefit
                   between the two parties.

  Competitor(s)    The Company will treat all competitors under the rule of
                   laws for proper conduct of business competition and will
                   not attempt to damage the name and goodwill of
                   competitors by wrongful accusation.

  Debtor(s)        The Company promises to strictly abide by the contracts
                   or condition agreed.

  Customer(s)      The Company determines to produce products and
                   appropriate services at the right price and is also
                   satisfied by customers.

  Staff(s)         The Company will support the working development and
                   promote staff happiness.

  Society          The Company will focus on the important of knowledge
                   development to the children and society by strictly
                   abided by the Company’s aspiration.
  ---------------- ---------------------------------------------------------

In 2011 there was an announcement of Safety and Health Care in the
Workplace policy, Human Rights Policy, Anti-Corruption Policy,
Anti-Copyright Violation Policy and other policies that may affect all
interested parties. These policies will draw a clear guideline and
support the business operation that is moral, just, transparent and
appropriate.

In addition, the Board of Directors also determines the communication
channel with the independent Directors via postal mail or email to
permit reporting channels and suggestions so that instruction on the
information examination process can be made.

For the report on any illegal activity, inaccurate financial report,
internal control errors or management unethical activity and staffs can
be sent by :

  Registered mails the Independent Directors at SE-EDUCATION Public Co.,
  Ltd.

  1858/87-90, TCIF Tower Building Floor 19^(th), Bangna-Trat Road,

  Bangna, Bangkok, 10260

E-mail id@se-ed.com

The Directors will confidentially secure the secret report. For all
complaint reports, the independent directors and audit director can
directly report to the Chairman and the Board of Directors.

In 2012, there was no person with interest reporting through the
communication channel with independent directors. However, the Company
will publicize to all interested public to be aware of the communication
channel with independent directors.

Environmental and Social responsibility can be viewed in topic 8.7 “The
activities reflecting the Corporate Social responsibility”.

Information disclosure and transparency

The Board of Directors has a policy of the Company as a role model in
operating on the basis of transparency, verifiable, adequate disclosure
of information for all parties concerned, monitoring to ensure the
disclosure of accurate information with trustworthiness, completeness,
timeliness, and equal access of information to everyone.

The Board of Directors already disclosed the role and duty of the Board
of Directors and sub-committees and number of times the Directors
attended the meeting under the topic “The management” by the report of
Chairman of sub-committees, report on the act of duty under the
sub-committees report, and disclose the Directors and high executives
compensation policy under the topic compensation.

Directors’ Report The Board of Directors is responsible for the
financial statements of the Company and financial information, appeared
in the annual report. The financial statements are prepared according to
generally accepted accounting principles in Thailand, using the
accounting policy that is suitable as practice regularly and with
careful discretion together with the best projections in the
preparations, including disclosure of important data adequately in the
added notice section supplementing the financial statements.

The Board has provided and maintained all necessary requirement of the
internal audit with
effectiveness, to ascertain with rationality that the accounting records
are correct, complete and sufficient to maintain the assets and to learn
of any weakness so that any significant irregularity can be prevented.

The Board of Directors of SE-EDUCATION Public Co., Ltd has appointed the
Audit Committee consisting of non-management Directors to supervise the
quality of the financial report and internal control, as well as the
opinions of the audit Committee regarding this issue. Comments
concerning this matter appear in the report of the audit Committee,
already shown in the annual report.

The Board of Directors considers overall internal control of
SE-EDUCATION Public Co., Ltd. to be satisfactory, and is trustworthy for
the reliability of the financial statement of SE-EDUCATION Public Co.,
Ltd. as on December 31, 2012.

Relations with Investors The Board of Directors is aware that data
concerning the Company’s finance and non-finance aspects all play
certain roles in the investor’s decision-making process and vested
interests. It therefore ensured that the management who has implemented
matters concerning disclosure of data was complete, accurate, reliable,
consistent, timely, and equal to that which the management has always
given priority and upheld all along.

In disclosing important information of the Company both financial and
non-financial, the Company used the Stock Exchange of Thailand as a
channel. Moreover, the Company also discloses the information through
the Company’s investor relation website both in Thai and English, for
example, Basic information about the Company, annual report, annual
information disclosure report, financial ratios, historical data on
dividends payout, shareholders and investors information dissemination,
and non-monetary information such as, Corporate Governance policy,
public relation, weekly bestseller book ranking, 100 bestsellers books
related to the previous day sales - this information is always updated
on a continual basis.

The Board of Directors has set up a business unit for investor relation
to support the direct
communication with investors, institution, shareholders, analysts, and
related governmental sector.
The investors can directly contact for more information by Mr. Chonlavit
Iamraksakiat at tel. 66-2739-8000 ext. 8, 66-2739-8690, fax.
66-2739-8699, or e-mail us at : ir@se-ed.com and also click on website
www.se-ed.com/ir. Moreover, the investor relation has also been a member
of Thai Investor Relations Club since 2006.

In 2012, the Company presented the result of business operation both in
the Company’s monetary
information and also non-monetary information for analysts and investors
through email, website, and telephone that includes a consistent active
participation with the Stock Exchange of Thailand, which can be summed
up below :

+--------------------------------------------------------+-----+-------+
| -   Institutional Investor inside/outside the country  | 10  | times |
|     met with management                                |     |       |
+--------------------------------------------------------+-----+-------+
| -   Responses to e-mail, website, and telephone        | 80  | times |
|     inquiries                                          |     |       |
+--------------------------------------------------------+-----+-------+
| -   Travel to meet with shareholders and investors/The | 1   | time  |
|     listed company meet the investors                  |     |       |
+--------------------------------------------------------+-----+-------+

Furthermore, the department of investor relation has set time duration
of non-disclosure practices of information relating to the earning
result to shareholders, investor, and analyst 7 days prior to the date
that the Company submits the report of the earning result to the SET.

Not only the information is being disclosed, as stipulated by law of
supervising body, the
Company’s Board of Directors also assigned the managing director, deputy
managing director, accounting department director, finance department
director, and Company’s secretary to participate in activity of investor
relation for its highest effectiveness for shareholders and investors.
Moreover, the Company’s Board of Directors also assigned the Audit
Committee and the Company’s secretary to monitor the annual operation
plan, budgeting, manpower, and acknowledge the work result of investor
relation divisions through Investor Relation Internal Report, which
collects all data from different sources, opinions, and suggestions from
questionnaires collected. At the same time, the Audit committee and
Company’s secretary also reported to the Board of Director on a regular
basis in each quarter.

In 2012 the Investor Relation Department allowed the employees from the
Investor Relation Department of other listed companies to witness the
organization of the Company’s Shareholders’ meeting. There were
exchanges of questions and answers as well as experiences in organizing
shareholders’ meetings. As the Company was evaluated ‘excellent’ and
exemplary with the perfect 100 scores for six consecutive years for
organizing shareholders’ meeting, the Company hoped to share experiences
and encouraged other medium and small listed companies as well as mai
(Market for Alternative Investment) listed companies to organize a
shareholders’ meeting up to a good standard. This activity also
supported other listed companies to follow the principle of good
governance.

The Board of Directors’ Responsibilities

Structure of the Board of Directors

The Board of Directors consists of people who are knowledgeable,
competent, skillful, experienced in business operation, and understand
very well the role and duty. This makes the work more effective.

As such, the Board of Directors participates in vision, mission,
strategy, target, and business plan of the Company and also monitors,
follows up and assesses the result of business management and operation
to be in line with objectives and business plans working effectively,
according to rule, laws, and regulations of each business unit under
supervision and also related governmental unit, and also according to
the resolution(s) from the Shareholder’s meeting to maximize the
economic value added to the business and also stability to the
Shareholders, while at the same time take into account of all
stakeholders at best.

Moreover, the Board of Directors arrange a communication of strategy,
objective, and operation result of the Company for managing
director/senior executives, staff to acknowledge and understand in a
corporate-wide fashion, through several mediums such as the Company’s
email, announcement boards, management weekly meeting, staffs
conference, where the Company organizes regular annual staffs
conference. The managing director of the Company later briefed the
business environment and overall views of operation performance in the
past year, as well as making announcement for the direction and
objectives of operation for the following year. Moreover, the Company
also organized the senior executives meeting together with staff
supervisors to create a joint year-plan, in order to set a direction and
guidelines. Doing so allowed the plan to conform to the highest
corporate direction and objective, which, in turn, led to all business
operations of the Company, effectively heading towards a common goal.

For the act of duty for Directors, all the stated principles will be of
honestly, directness and abiding by the rule of laws and regulations of
the Company. By adhering to the principles for every business activity,
all decisions and transactions made will be processed with honesty at
its core.

The Board of Directors shall consider prescribing and separating the
duty and responsibility between the Directors and the management clearly
as the details in topic Management Structure Heading including
communicating the roles, duties and responsibilities to the Directors,
the management and the employees of the Company regularly.

Policy for the Company’s Directors and Executives in other firms

In 2007, the Audit Committees reviewed the principle of Good Corporate
Governance which has been revised for the fifth time since 2001 to be
submitted to the Board of Directors to consider a policy to allow the
Company’s Directors to hold positions in other companies listed in the
Stock Exchange of Thailand no more than 5 companies, and in 2010 there
was an adjustment in the policy that only allows directors to take a
position at no more than 3 listed companies in the Stock Exchange of
Thailand in order to comply with the advice of Stock Exchange of
Thailand. Moreover, the Company’s Board of Directors stipulated that the
managing director and high executives can also hold the posts of
Director in other companies as seen necessary and does not affect the
duty and responsibility of the Company but must be approved by the Board
of Directors or Authorized person.

The Board of Directors has not determined the term of Directors and
Independent Directors, since the Company’s Board of Directors believes
that the expertise in the book business and other matters concerned does
not depend on the number of terms in the position, but the director
should have the ability and time to dedicate for the Company to their
best ability in coming up with strategy, creative vision, and offering
consultations to business operations. The decision to select individuals
for the positions in the Board of Directors is totally the shareholders’
right.

Balance of Power for Non-Executive Directors The Board of Directors
consists of 12 members :

-   Directors that are in the management team : 2 persons

-   Directors that are not in the management team : 5 persons

-   Independent Directors : 5 persons

Therefore, the 5 Independent Directors which are accounted for 41.67% of
all Directors are less than half of the total Directors of the Board.
However, the Company’s definition of an Independent Director is more
strict than the definition set forth by the Office of Securities and
Exchange Commission (SEC) and the Stock Exchange of Thailand. Thus, the
Stakeholders can be sure to allow these Directors to represent the
shareholders independently, resulting in check and balance for
management.

The Board of the Company is responsible for performing its duties
according to legality, objectives and company regulations and
shareholders’ resolution with integrity for the Company’s best interest.
The Board of the Company has an exact amount of time to be in office,
which is consistent with the Company’s regulations which stated that
one-third of Committees who have the longest term in position must
accept the resignation in each annual general meeting.

The Board of Directors has sought to prescribe the definition of the
term “Independent Director”
during the Board of Directors’ meeting number 3/2009 which is stricter
than minimum frame of definition of Independent Directors announced by
the Security and Exchange Commission (SEC) and the Stock Exchange of
Thailand (SET). In the Board of Directors meeting No. 3/2012, the
definition of “Independent director” was revised to be consistent with
the definition from the Stock Exchange of Thailand, in “Independent
Directors Handbook” dated March 29, 2012. as follows :

1. Holds shares not exceeding 0.5% of the total shares with voting right
of the applicant, its parent company, subsidiaries, associates, major
shareholders, and controlling parties of the applicant, provided that
the shares held by the related parties of such independent director
shall be included.

2. Is not or has never been an executive director, employee, staff,
advisor who receives salary,
nor controlling parties of the applicant, its parent company,
subsidiaries, associates, same-level subsidiaries, major shareholders,
or controlling parties of the applicant unless the foregoing status
ended for at least 2 years.

3. Is not the person who has relationship by means of descent or legal
registration under the status of father, mother, spouse, brother, sister
or children. The prohibitive persons also include spouses of daughters
and sons of management, major shareholders, controlling party or the
person who is in the process of nomination to be the management or
controlling party of the applicant or its subsidiary.

4. Have not or never had business relationships with the applicant, its
parent company, subsidiaries, associates, major shareholders or
controlling parties of the applicant in respect to holding the power
which may cause an obstacle of the independent decision, including not
being or never been the significant shareholder, or controlling parties
of any person having business relationship with the applicant, its
parent company, subsidiaries, associates, major shareholders, or
controlling parties of the applicant unless the foregoing status ended
for at least 2 years.

5. Is not or has never been the auditor of the applicant, its parent
company, subsidiaries, associates, major shareholders, or controlling
parties of the applicant, and is not the significant shareholder,
controlling parties, or partner of the auditing firm which employs such
auditor of the applicant, its parent company, subsidiaries, associates,
major shareholders, or controlling parties of the applicant unless the
foregoing status ended for at least 2 years.

6. Is not or has never been the professional service provider, including
but not limited to legal service or financial advisor and received a
service fee more than 2 Million per year from the applicant, its parent
company, subsidiaries, associates, major shareholders, or controlling
parties, and is not the significant shareholder, controlling parties, or
partner of the above mentioned service firms unless the foregoing status
ended for at least 2 years.

7. Is not the director who is nominated to be the representative of the
directors of the applicant, major shareholders or any other shareholder
related to the major shareholder.

8. Do not operate a similar business with significant competition with
the business of the company or subsidiaries. Do not be a significant
shareholder, a director with management participation, an employee, or a
consultant with regular salary, or possess more than 1% of the total
shares with voting rights of other companies that operate a similar
business with significant competition with the business of the company
or subsidiaries.

9. Is not any otherwise which is unable to have the independent opinion
regarding the business
operation of the applicant.

10. After being appointed as the independent director in accordance with
the conditions under the
article (1) - (9), such independent director may be assigned by the
board of directors to make decisions in respect to business operation of
the applicant, its parent company, subsidiaries, associates, same-level
subsidiaries, major shareholders, or controlling parties of applicant.

However, the independent Directors had examined the qualifications of
independent Directors in an annual basis, and the Board of Directors
trusted that the stipulated qualifications of “Independent Directors”
which is stricter than guideline of Security and Exchange Commission
(SEC) and Stock Exchange of Thailand (SET) minimum frame of reference
will be adequate for the Company’s selected independent Directors to be
truly independent and appropriate for the particular characteristics of
the Company.

Position Combination or Separation : The Company has made this a policy
that the Chairman of the Board of Directors shall not be the same
individual who positions as the managing director, to ensure the check
and balance and, so, made reviewing of work more transparent.

The Chairman of the Board of Directors comes as independent Director and
is the leader and
meeting moderator who controls the flow of the Board of Directors’
meeting in effective and efficient
manner. In each meeting, all Directors are urged to actively
participate, as well as raising essential questions. Directors also
occasionally meet to advice and help the business management with the
managing director. At the same time, the Board is to stay away from
routine day-to-day operations or business activities responsible by
management, where the managing director is the head of the management
team. The Board of Directors has authorized the managing director or the
authorized person to sign in binding document as has been directly
authorized. The Managing director then effectively authorizes and
empowers the high executives with the tasks which are clearly marked in
term of line of duty and responsibility. Therefore, the authority and
role of the Board and that of the management are clearly defined and
separated.

Sub-Committees

The Board of Directors appointed Directors who have the qualifications
suitable to undertake, study and analyze details of various matters as
assigned by the Board of Directors for sub-committees to take charge.
Moreover, the Board of Directors also stipulated the qualification,
elements, term and duty of sub-committees in a clear manner. Most
sub-committee members consist of independent Directors and Chairman of
each sub-committee who is also an independent Director. The Chairman of
the Board of Directors will not perform a role as Chairman of
sub-committee, except the Recruitment and Remuneration Committees. The
sub-committees reported each of the result of meeting and assignment to
the Board of Directors on a regular basis, including the report on
operations result to inform shareholders in the annual report.

Presently, the Company has 2 sub-committees, consisting of :

1. The Audit Committee

2. The Recruitment and Remuneration Committees

The details of name list and responsibility are referred to in the
section 8.1 Management Structure, number (B) and (C) respectively.

Roles, Duties and Responsibilities of the Board of Directors

The Board of Directors consists of people who are knowledgeable,
competent, skillful, experienced in business operation and understand
very well the role and duty. This makes the work more effective.

As such, the Board of Directors participates in the vision, mission,
strategy, target and business plan of the Company and also monitor,
follow up and assess the result of business management and operation to
be in line with objective and business plan worked effectively,
according to rule, laws and regulations of each business unit under
supervision and also related governmental unit, and also according to
the resolution(s) from the Shareholder’s meeting to maximize the
economic value added to the business and also stability to the
Shareholders, while at the same time take into account of all
stakeholders at best.

The Board of Directors is aware of the importance of good corporate
governance to increase transparency, competitiveness and confidence to
the shareholders, the investors and the involved parties. So, it has
prescribed in written format the policy on Good Corporate Governance and
also revised and updated the policy on Good Corporate Governance and
business ethics handbook that are suitable for the business environments
and more international, by stipulating that the revision of Good
Corporate Governance policy shall be made once a year. In 2006 and 2007,
the Audit Committees has prescribed additional good practice guidelines
to ensure the clear direction to be used by all executives and staffs.
In 2012, the Audit Committee and the Board of Directors has reviewed the
principle of Corporate Good Governance that has been revised in the
10^(th) Edition since 2001. This includes the year 2012 when Audit
Committees seeks to add and improve the principle of corporate good
governance in a much clearer and more coverage.

The Company’s Board of Directors, the Audit Committee, and management
support Directors,
executives, and staffs to endorse the corporate good governance by
arranging communication channel of corporate good governance both from
the orientation of new Directors and staff, as well as adding course
content to the training. Moreover, it seeks to add more dissemination
channel relating to corporate good governance through website area
whereby request for improvement and correction can be made to submit
directly for acknowledgement of the Audit Committee.

In 2012, the Audit Committee assessed the corporate good governance
practice using the evaluation practice with reference to the principle
designated in corporate good governance for listed companies 2006
(namely, “Corporate Governance Self Assessment) of Stock Exchange of
Thailand and consider in
tandem with the assessment criteria of corporate good governance of Thai
Listed Companies initiated by the Association of Thailand Institute of
Directors for Audit Committee to acknowledge some Company errors that
can be improved and corrected as well as developed. Moreover, the Audit
Committee also designated the channel for staff to voice the suggestion
for ways to improve on the corporate good governance through Internal
Audit and investor relations division. However, in the assessment of
good corporate governance of Thai Listed Companies as of 2012 (namely,
Corporate Governance Report of Thai Listed Companies 2012), the Company
has been evaluated by Association of Thai Institute of Directors as
follows :

  Total average score

  --------------------------------------- ---------- ---------- ----------
  Item                                    2012       2011       2010

  Listed Companies in total of (%)        79         77         80

  Group of Companies in SET100 (%)        86         85         86

  Group of Companies in SET50 (%)         88         88         89

  SE-EDUCATION Public Co., Ltd. (%)       93         94         95
  --------------------------------------- ---------- ---------- ----------

Score distributed by subjects

  ---------------- ----------- ------ ------ ----------- ------ ------ ----------- ------ ------ -------------- ------ ------
  List of Criteria Average                                                                                             
                   Score (%)                                                                                           

                   Listed                    Group of                  Group of                  SE-EDUCATION          
                   Companies                 Companies                 Companies                 Public Co.,           
                   in total                  in SET100                 in SET50                  Ltd.                  

  Year             2012        2011   2010   2012        2011   2010   2012        2011   2010   2012           2011   2010

  Shareholders’    88          90     91     94          94     94     94          95     95     94             94     95
  right                                                                                                                

  Stakeholders     84          85     84     88          88     87     89          88     87     92             95     95

  Stakeholders’    65          61     74     82          78     85     88          85     92     94             94     100
  right                                                                                                                

  Information      88          89     88     94          92     93     95          94     95     99             99     98
  Disclosure and                                                                                                       
  Transparency                                                                                                         

  Directors        63          64     63     77          76     75     78          78     79     89             91     91
  responsibility                                                                                                       
  ---------------- ----------- ------ ------ ----------- ------ ------ ----------- ------ ------ -------------- ------ ------

Business Ethics The Company is committed to doing the right things as a
guideline for business of all the Directors and employees. The Company
has announced the enforcement of business and employee ethics for the
Directors, the executives and all the employees to uphold as guideline
in performing according to duty with loyalty, honesty and justice. In
addition, this also includes conduct with the Company and vested
interests, the public and society. The Company has assigned the internal
audit and investor relations section to continuously follow up on
compliance with ethics, and prescribes disciplinary actions in case of
violations.

The Board of Directors has confidence that a good corporate governance
process can help to promote the operations of the Company, and is the
heart of achieving the fundamental objective to optimize value for the
shareholders. The values the Company aims and expects for all the
Directors and employees to do in all missions are :

-   Giving highest priority to building satisfaction for customers

-   Having confidence in working together

-   Dedication towards work with virtue and professionalism

-   Upholding the principles of good procedure and discipline

-   Readily responding to all uneventful situations

The Board of Directors understands the business operation, the
responsibility to the Stakeholders, staff, environment and society. The
Board has prepared the spread of business ethics, policies on social and
environmental issues through several communication channels such as the
public relation activities and staff’s meetings. It also includes the
follow up on the ethical conduct of business and stipulates the penalty
measures.

For prevention of conflict of interest the Board of Directors has paid
special interest to items that
may have conflicts of interest. By prescribing policies and procedures
on approval of the connected items in writing, including prescribing the
policy and supervision method so the management and the involved parties
cannot use insider information for personal interest as follows :

Items that may have conflict of interest : The Company’s Board of
Directors carefully monitors to avoid any conflict of interest that may
arise and also look into the related items, by stipulating in the policy
and steps of approval for each item in written notice. Moreover, the
Audit Committee propose to the Company’s Board of Directors regarding
the items that could cause conflict of interest. The Company’s Board of
Directors has been particularly careful when consideration is made, in
accordance with criteria stipulated by stock exchange through the
determination of price and condition as if such items are dealt with the
outsiders (Arm’s Length Basis) and disclose the inter-related items
which are significance, item value, counterparty, reason/necessity in
the annual report and annual information disclosure report.

The Board of Directors approved the principles and suggestion of
Securities and Exchange Commission in accordance with the Section 89/12
(1) of Securities and Exchange Act (No.4) B.E. 2551 to allow the company
management to enter in to any business transaction between the Company
and its subsidiaries and directors, executives or related persons. The
transaction with the same commercial terms as those an ordinary person
would agree with any unrelated counterparty under the similar
circumstances, on the basis of business negotiation which is without any
influences directly resulted from the company’s positions of director,
executive, or related person. However, the Board of Directors has
assigned the Audit Committee the task to present the items which may
pose a conflict of interest and any related items for the transaction
over 2 Million Baht per quarter and reports it directly to the Board of
Directors to acknowledge in a quarterly basis.

In the meeting of Board of Directors, should the Directors have interest
in the decision, the Chairman of the Board will request for Directors to
abiding to the regulation and have Director informed to the meeting and
is asked not to vote or voice opinion for the matter.

Supervision on the of insider information : The monitoring of policy and
measures are in written format with respect to the Corporate Good
Governance and handbook for the Board of Directors which has already
been discussed in the Board meeting. The top management of the Company
have also been informed about the announcement of Securities and
Exchange Commission which stated that the management (including the
spouse and legitimate child who has not become sui juris - or, in other
words, not yet 20 years of age) must report the change of stock
ownership to the Securities and Exchange Commission as stipulated in the
law called Securities and Exchange Commission Act B.E. 2535 in the
section 59 within 3 days after the change of ownership of Securities
taken place, and also report to the Company’s secretary for
acknowledgement so as to later inform to the directors and other related
individuals. Moreover, the management in the meeting has also been
informed about the penalty imposed upon those who violate the laws.

The Company has the policy that set the guideline for the practice of
Corporate Good Governance, ethical practices of the Board of Directors,
including the regulation that prohibit the staff from take Company’s
document or information for personal use, or bring outside the Company,
without asking for permission. This also includes exposure of financial
document or other related documents for outsider, and also prohibits the
trading activity within 1 month prior to public release of financial
information. If done so, the act can be considered “misconduct” to the
Company’s rule of conducts. Should the management or staffs learn about
significant insider information with regard to anyone who may violate
such rule of conducts, the penalty can be ranged from warning, fine,
work suspension, work without pay, job termination.

Controlling System and Internal Audit

1. Control and Internal Audit System, the Company sees the importance of
internal control at
the management and the operation level, so it has clearly prescribed
duties and powers on the
operation of the operators and the management, specifically in writing.
There is a control on the
use of the assets of the Company to the highest benefit, and there is
the separation of duty between
the operators, the controllers and evaluation, for suitable check and
balance among each other.
Moreover, there is internal control on the financial system and the
Company has prepared the financial report for submission to the
responsible management line of duty.

The Company has an internal audit unit responsible to reassure that the
main practices and essential financial activities of the Company are in
line with the guideline and are operated with effectiveness. It includes
audit on legal compliance and compliance control as well as the
independent internal audit and investor relations unit who is capable of
independently performing the check and balance. Therefore, the Board of
Directors has designated that the internal audit and investor relations
unit to report the results of the audit directly to the audit Committee,
and is also evaluated by the audit Committee.

2. Risk Management, the risks are regularly evaluated against business
risk on the internal and external factors. The working Committees
consist of management and high level executives in the line of work
associated with each risk involved. The supervisor in each work unit
related directly to this aspect and internal control unit will work
towards analyzing the cause of risk factors and determine relevant
measures to manage the risk, and also keep track on the operation of
risk management plan and report the result back to audit Committees to
present the finding to the Board of Directors.

The Board of Directors put forth the important of internal control
system and risk management to build confident and trust that the risk is
at the acceptable level and allocation and usage of resource can be
correctly utilized and maximized, resulting better reliable financial
information.

Board of Directors’ Meeting

The Board of Directors has set in advance and held special meeting as
necessary, by clear advance meeting date and has set regular follow-up
on operation period. The Chairman of the Board of Directors and the
Managing Directors jointly considered the meeting calendar, by
considering important case. The each Director is permitted to present
the issues in the meeting as needed. The secretary will prepare
invitation letter along with meeting schedule and details prior to the
actual meeting at least 7 days to allow time for the Board of Directors
to peruse the information prior to the meeting.

In each meeting, the Chairman of the Board of Directors allocated
adequate and long enough to allow Directors to clarify problematic
issues prudently. Moreover, the Chairman of the Board of Directors and
the Board of Directors invited high level executive to the Board of
Directors’ meeting to request for more information and recorded in
minutes of the meetings that were filed and certified by the Board of
Directors for the Board of Directors and involved parties to view.

The Board of Directors assigned the management executives to regularly
prepare operation report to the Board of Directors on a monthly basis to
allow the Board of Directors to follow up on the operation progress of
the Company.

The Board of Directors assigned the non-executive Directors to meet
every month as seemed suitable to do so with the attendants from
executive directors or executive from management team in the meeting to
allow a healthy discussion of problematic issues concerning the
Company’s business and issues that are of interest to the Directors, and
later, report the result of meeting to the Chairman of the Board of
Directors and the Board of Directors for acknowledgement.

In the past year of 2012, the Board of Directors met in total of 5 times
with the average meeting length of 5 hours. In each meeting, there are
an executive director from accounting department, executives from the
related departments, and executives from Internal Audit and Investor
Relations Division attending in sharing additional information.

The audit committees had a total of 6 meetings, with 5 regular meeting
schedules, and 1 meeting between the audit committee and the accounting
audit without the present of executive management was held.

The Recruitment and Remuneration Committees held a total of 2 meetings
and the general shareholders' meeting held 1 meeting. The details of the
Board of Directors meeting in 2012 are as follows :

+----------------------+-----------+-----------+-----------+-----------+
| Name of Directors    | Board of  | Audit     | The       | The       |
|                      | D         | Co        | Re        | General   |
|                      | irectors’ | mmittees’ | cruitment | Shar      |
|                      | Meeting   | Meeting   | and       | eholders' |
|                      |           |           | Rem       | Meeting   |
|                      |           |           | uneration |           |
|                      |           |           | Co        | 2012      |
|                      |           |           | mmittees’ |           |
|                      |           |           | Meeting   |           |
+----------------------+-----------+-----------+-----------+-----------+
|                      | Number of | Number of | Number of | Number of |
|                      | Meeting   | Meeting   | Meeting   | Meeting   |
|                      | (5 Times) | (6 Times) | (2 Times) | (1 Time)  |
+----------------------+-----------+-----------+-----------+-----------+
|                      |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 1 .Mr. Somboon       | 5/5       | -         | 2/2       | 1/1       |
| Chinsawananon        |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 2. Mr. Saroch        | 5/5       | 6/6       | -         | 1/1       |
| Lamlertprasertkul    |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 3. Mr. Pravit        | 5/5       | 6/6       | -         | 1/1       |
| Tantiwasinchai       |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 4. Mr. Kachen        | 5/5       | 6/6       | -         | 1/1       |
| Benjakul             |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 5. Mr. Vorasit       | 5/5       | -         | 2/2       | 1/1       |
| Pokachaiyapat        |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 6. Mr. Phairat       | 4/5       | -         | -         | 1/1       |
| Sittakul             |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 7. Mr. Wattana       | 5/5       | -         | 2/2       | 1/1       |
| Chiengkul            |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 8. Assoc. Prof. Yuen | 5/5       | -         | -         | 1/1       |
| Poovarawan           |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 9. Mr. Yongsak       | 5/5       | -         | -         | 1/1       |
| Ekprachyasakul       |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 10. Mr. Suwat        | 4/5       | -         | -         | 1/1       |
| Damrongchaitham      |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 11. Mr. Thanong      | 5/5       | -         | -         | 1/1       |
| Chotisorayuth        |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 12. Mr. Viboolsak    | 5/5       | -         | -         | 1/1       |
| Udomvanich           |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+
| 13. Mr. Pongsak      | 3/3       | -         | -         | 1/1       |
| Sivapatrakumpol*     |           |           |           |           |
+----------------------+-----------+-----------+-----------+-----------+

  Remarks: * In Board of Directors meeting no. 1/2012 on Wednesday,
  February 22, 2012, the Directors were informed of the director who
  retired by rotation, Mr. Pongsak Siwapatarakampol. The retirement is
  effective on the Annual General Shareholders Meeting 2012 on April 26,
  2012.

  Self Evaluation of Directors

The Board of Directors arranged an annual self-evaluation session for
both individual and group evaluation to permit the Directors to
reconsider the past works, problems, and difficulties that each faced
during the past year to understand the need to improve or correct to
increase the work performance by evaluation the result of work in
aggregate view, by using evaluation guidelines recommended by the Stock
Exchange of Thailand, but readjusted the format slightly to best suit
the Company’s business environment and use the evaluation result - in
chart format - to review and revise, so as to increase work efficiency.

With this, The assessment as referred to 6 topics, such as the structure
and qualifications of the Board of Directors, duty and responsibility of
the Board of Directors, the Board of Directors’ meeting, performance of
Directors, relationships with the management, self development of
Directors and management development. The score result from assessment
of the Board of Directors can be divided in 5 levels, score of 5 =
Excellent, 4 = good, 3 = standard, 2 = adequate, 1 = severely needed
improvement.

-   The overall evaluation of the Company’s directors received the
    average score of 4.78 out of 5, which is considered to be in an
    excellent level.

-   The individual (self) evaluation of the directors received the
    average score of 4.69 out of 5, which is considered to be in an
    excellent level.

In addition, the Board of Directors requires all managing directors to
evaluate themselves to compare with the result of operation, whereby the
Board of Directors evaluate in the evaluation form which the Board of
Directors has revised to suit the Company business. The Board of
Directors has assigned the duty to the Chairman of the Board to announce
the result of evaluation to the managing director of the company and the
Board of Directors.

Remuneration for the Directors and the Managerial Executives

The policy on remuneration for the Directors has been prescribed clearly
and transparently with the remuneration at the same level as
industry-wide standard, and it is sufficient to take care and keep
qualified Directors as needed. The meeting of the shareholders has
already approved such matter, and the Directors who have been appointed
as Audit Committees and the Recruitment and Remuneration Committee will
receive additional remuneration according to the increased volume of
work.

The Remuneration of managing director : The Recruitment and Remuneration
Committee will evaluate the performance of each managing director so as
to consider the remuneration of managing director according to specified
criteria. Once the evaluation of managing director is finalized, the
Recruitment and Remuneration Committee will submit the Board of
Directors for consideration and approval.

The Remuneration of high managerial executives : The Recruitment and
Remuneration Committee will determine the criteria and structure of
compensation for high managerial executives according to
principle and policy approved by the Board of Directors which is in
compliance with the Company’s
performance and the result of each high managerial executive. The
managing director will consider the suitability of compensation for a
particular individual and make salary adjustments for high managerial
executives on an annual basis, while also reporting the suitable
compensation to the Recruitment and Remuneration Committee, and once
again report to the Board of Directors.

The Company has paid a total remuneration to the Directors and
executives (as defined by SEC in total of 8 individual, include Finance
Director and Accounting Director) in 2012 totaling 38.89 Million Baht.

Directors’ Development

The Company understands the importance of Directors’ development. The
Board of Directors has
specified in the principle of Corporate Good Governance that the Company
will promote and facilitate a continuity of training of Directors from
supervisory units, where the Board of Directors appointed the
Company’s secretary to be the coordinator with the Directors in keeping
them informed about the training courses and seminars.

Orientation for New Directors in the Board : the Board of Directors
appointed the Company’s secretary to brief all related information to
the new directors through the director’s handbook which has been
prepared and submitted to directors each year to be used as a complete
and up-to-date reference and also arranged a visitation of the Company’s
business operation, facilitating a better understanding of the Company’s
business.

Inside the Director’s handbook, a comprehensive briefing of all contents
relating to the Company
and data deemed important to the Directors are all included, for
instance : History of the Company,
Organization structure, Company’s businesses, Company’s regulation, the
Board meeting, principle of Corporate Governance, ethics for directors,
executives, and staffs, related item, the release of stockholding,
related rules, etc.

Succession Plan : The Board of Directors assigned managing director and
executives to prepare a succession plan for different levels of
executive positions in management and main line of duty, by
considering work profiles and potential of each individual and determine
the readiness for work replacement, ability development, and necessary
skills. Moreover, the Board of Directors assigned managing director to
report to the Board of Directors to acknowledge the readiness plan in
case the executives can not perform their duty.

8.5 Monitoring the Use of Inside Information : The monitoring of policy
in written format with respect to the Corporate Good Governance and
handbook for the Board of Directors, which has already been discussed in
the Board meeting is as such : The top management of the Company have
been informed about the announcement of Securities and Exchange
Commission which stated that the management (including the spouse and
legitimate child who has not become sui juris - or, in other words, not
yet 20 years of age) must report the change of stock ownership to the
Securities and Exchange Commission as stipulated in the law called
“Securities and Exchange Act (B.E. 2535)” in the section 59 within 3
days after the change of ownership of Securities taken place, and also
report to the Company’s secretary for acknowledgement so as to later
inform to the directors and other related individuals. Moreover, the
management in the meeting is also informed about the penalty imposed
upon those who violate the laws.

The Company has the policy that set the guideline for the practice of
Corporate Good Governance, ethical practices of the Board of Directors,
including the regulation that prohibit the staff from take Company’s
document or information for personal use, or bring outside the Company,
without asking for permission. This also includes exposure of financial
documents or other related documents for outsiders, and also prohibits
the trading activity within 1 month prior to public release of financial
information. If done so, the act can be considered “misconduct” to the
Company’s rule of conducts. Should the management or staff learn about
significant insider information with regard to anyone who may violate
the Company’s rule of conducts, the penalty can be ranged from warning,
fine, work suspension, work without pay or job termination.

8.6 Personnel The Company and its subsidiary has permanent employees as
of December 31, as follows :

  ---------------------------------- ------------ ------------ ------------
                                     (Unit :                   
                                     person)                   

  Items                              2012         2011         2010

  Company* :                                                   

  Head office staff                  1,036        1,000        980

  Branch staff                       1,388        1,653        1,540

  Subsidiary :                                                 

  Teachers                           192          204          207

  Other staff                        105          97           94

  Total                              2,721        2,954        2,821
  ---------------------------------- ------------ ------------ ------------

Remark : * Excluding Outsourced Workers

The Company offered compensation in the forms of salary, wage, and
benefits of employees (consolidated financial statements). In 2012,
2011, and 2010 the compensation accounted for a total of THB 732.23
Million, THB 665.65 Million, THB 597.32 Million respectively.

The Company also has policy to compensate staff by considering the
suitability and compliance
with those of average in the similar industry. This includes the staff
compensation should be in line with the business expansion and the
Company’s growth.

As the Company compensated staff with salary, bonuses and provident
funds, it also has other welfare schemes to all staffs, such as
healthcare reimbursable expense, annual health check-up, accommodation
and travel expenses during trips to other provinces, insurance,
bookstore branch uniforms, staff transportation service, fund for
employees who suffer from a disaster, living expense fund and other
relief fund including award to diligent staffs who work for 10, 20 and
30 years as an incentive to comfort staffs’ morale and spirit in
building up the Company’s long-term growth.

Personnel Development Policy The Company has a policy to enhance the
potential and efficiency of its staff on a regular basis with a view to
better preparing them of global change in both competitiveness and new
technology. It is the Company’s mission to make employees happy as the
Company believes that happy employees will work more effectively, with
more creativity and dedication to the work, resulting in the Company’s
sustainable growth.

The following is the key guidelines in developing the human resources of
the Company :

-   Continuous Improvement of Human Resources : The Company has followed
    up on the productivity rate of the human resources using Key
    Performance Indicator or KPI to ensure the continuous improvement of
    the human resources’ productivity. The Company emphasized on
    organizing a proper operation structure and plan for each situation,
    improving cost-effective operation system, providing tools and
    equipments to enhance performances, as well as training courses for
    employees to improve working skills.

  One thing that the Company has believed in is the policy not to reduce
  or lay off employees in case of an economic crisis so that the
  employees can feel more confident in dedicating to their works which
  are mostly pioneer works.

  Moreover, the Company always gives awards and bonuses for employees
  annually as an incentive for employees with outstanding performances.

-   Continuous Skill Improvement with A3 Project : At present, the
    Company has focused on finding, analyzing, gathering information and
    solving problems in the areas of works that need to be improved. The
    improvement will also development employees’ performances and
    encourage them to use their knowledge in making reasonable decisions
    in order to decentralize the decision-making process from the
    executives and speeding the problem solving in the Company.

  Under A3 Project employees from each department will submit ideas of
  performance improvement on an A3 paper and propose to the executives.
  When granted approval, the employees can proceed and report the
  progress directly to the leaders until the project is complete.

-   Opportunity to Improve Potential and Leadership Skill with Project
    Leader System : The Company has a policy to support aggressive
    working style of employees without having to rely on orders from
    leaders. With the Project Leader system Employees can use their own
    ideas to improve their performance and solve problems. They will be
    assigned a leader in a project and work with colleagues from the
    same department or different departments which will lead to a Cross
    Functional Team. Executive staff will act as a consultant.

  Project Leader System can help the Company to move forward faster and
  be independent from the complicated control system. Employees will
  have a chance to perform their potentials and work closely with
  executives. They can also improve their leadership skill by learning
  from the executives, working as a team, understanding policy logics
  and other work limitations.

-   Close Relation between Employees and Executives : The Company’s
    culture emphasizes on creating a close relationship between
    employees and executives without any double standard. Each employee
    is a part of the family and valuable to the Company. Every activity
    and corporation between executives and employees will go smoothly,
    challenging, and fun, under the family environment.

  Such culture supports the Company’s operation that can implement the
  Company’s policy effectively, fast and productively. Every problem or
  obstacle will also be reported and solved immediately.

  Employees at SE-ED Book Center branches across the country will have a
  chance to attend training programs at the head office regularly. The
  management team also visit the branches often to give advice for
  continuous improvement. Moreover, the Company has used the following
  IT technology to bridge the communications between the employees at
  the branches and the head office :

-   ADSL (Asymmetric Digital Subscriber Line) is the system that can
    connect every branch to the head office and warehouse. The
    communication via telephone and email becomes more convenient and
    can help solving problems fast.

-   LCD TVs installed at SE-ED Book Center branches allow the head
    office to send video and audio signal to employees so they can be
    informed about news, product information and seasonal services.
    Employees will also be trained from the head office via LCD TV any
    time.

-   The Culture of Service Mind, Merit Mind, Volunteer Mind and No
    Humiliation within the Organization through Employees of All Levels
    : The Company always reminds employees that the Company has no
    policy to support any operation that violates laws or contradicts
    the society’s moral system. Merit Mind then becomes the working
    standard of the whole organization, for both the executive staff and
    employees. Any new projects, marketing activities or products will
    have to comply with this standard and the Company’s good will. The
    Company also supports any activity that helps uplifting the merit
    mind of employees such as the corporation with Panyanantaram Temple
    to organize a mind and moral development activity that will promote
    positive working awareness. Employees can also apply the same
    awareness in their own every day life.

  Moreover, the Company also organizes trainings and seminars in
  “Excellent Reactive Service or ERS” for employees. The objective is to
  build a service mind for customers and colleagues. The volunteer mind
  is also emphasized through activities supported by the Change of Kids
  project. Employees can volunteer to build libraries for schools in
  need and donate books. They can propose the schools in their local
  neighborhood. This activity does not only build a volunteer mind for
  employees but strengthen the relationship among employees as well.
  Employees will feel proud in being a part of supporting children who
  lack opportunities to become smarter, which is also the Company’s
  determination to “make Smarter Thais”.

  8.7 Corporate Social Responsibility or CSR

The Company was established by a group of ten electrical engineers. Each
of them had experiences in knowledge promoting activities from their
participation in Academic Club as a student at the Faculty of
Engineering, Chulalongkorn University. They realized that Thailand
needed to develop many more of academic resources but no one had been
interested in the academic development. Thus, the Company was
established in 1974 under the objective “to do business in knowledge
dissemination, with a view to developing the fullest potential of Thai
people in areas essential to the national development.” The Company’s
name also emphasizes the objective. “SE-ED” is derived from the words
Science, Engineering and EDucation because engineering, science and
education are vital fields needed for the development of the country.
The Company’s vision and mission reflect the strong determination to be
a part of Thailand’s sustainable development.

  Vision :  SE-ED shall be a leader in providing easy and convenient
  access to knowledge to Thai people.

  Mission : SE-ED seeks to do business in the areas that promote
  education for Knowledge in the fields that is necessary to the
  development of the nation. It operates in the business that will make
  “Smarter Thais” by developing the sustainable business with a
  continuous earning growth at the above the industry’s average, being a
  role-model company that can create work result deems beneficial and
  accepted by society at large with happy staffs, and able to deliver
  and maintain an attractive long-term investment returns at the
  satisfactory level.

Sustainability Framework :

The Company can sustainably operate a business that grows alongside the
society while being able to survive in the long term if the executives
and employees share the commitment and inspiration to drive the
organization into becoming the “knowledge provider” who makes Thai
people smarter. From the past up to present, the Company has seriously
operated the business along with creating new innovations to serve the
mission ‘to make Smarter Thais’. The Company’s business operation can be
summarized into the following chart :

The operation chart displays many activities that have been integrated
into the Company’s business operation as in the following :

-   SE-ED Publisher : The publishing unit is responsible for publishing
    books, magazines and other education resources to help Thai people
    improve their potentials. The unit has been active since 1974.

-   Book Distribution Business : As a distributor SE-ED has distributed
    good books from both inhouse publications and other publishers’ to
    SE-ED Book Center and other bookstores across the country. The
    distribution unit began its operation since 1998.

-   SE-ED Book Center : The Company’s bookstore business has been in
    operation since 1991 with the determination to expand branches
    across the country, giving convenient access to knowledge and good
    books for Thai people. Books sold in SE-ED Book Center are of mixed
    varieties and exclude any books that contain inappropriate contents,
    encourage violence, violate laws or contradict to the moral value of
    Thai society.

-   SE-ED Learning Center : The Company started organizing education
    camps (Computer and Nature Camps) in 1987 as a sample to interest
    other operators to begin providing more education camps. Later in
    2002, SE-ED revived the project and transformed it to “SE-ED Kiddy
    Camp” available in every school break. To support the expansion of
    this business line, in September 2008 the Company opened “SE-ED
    Learning Center” on the 600 square meters space at Chamchuri Square
    building, the property of Chulalongkorn University. The Center’s
    mission is to provide supplementary courses and activities for young
    children to improve their potentials and boost their development.
    Moreover, the Center has provided training courses and workshops in
    developing professional skills and personal performance for general
    public. The Center is planned to expand its services to more parts
    of the country in the future.

  [] []

  []

-   Plearnpattana School : This is an alternative school that takes
    students from pre-kindergarten to Matayom 6. SE-EDUCATION PUBLIC
    COMPANY LIMITED is one of the founders. The school has been in
    operation since the 2004 academic year onwards. The school’s
    curriculum is designed to equip students with knowledge skill,
    working skill and life skill that will support students to develop
    their full potential and become an eligible adult who possesses a
    voluntary mind, good moral and awareness of his/her social
    responsibility.

  [] []

  [] []

-   TV Programs to Support Reading Habit : At the present the Company is
    the producer of Book Variety presents many aspects of knowledge from
    books such as healthcare, dharma, management, stock and finance,
    children’s books. The program contents include book introductions
    and interviews with people in book business such as writers,
    translators or editors. The program is aired on every Monday from
    05.30 p.m. - 06.00 p.m. on National Channel, via PSI satellite and
    local cable TVs nationwide.

-   CSR Project : The Company takes its corporate social responsibility
    as a part of the driving strategy and business operation. CSR, or
    “CSR in Process”, has become the core operation of the organization,
    in which there is no department directly responsible for CSR
    activities. However, the Company had been involved in many
    activities that required cooperation and operation to enhance the
    effectiveness of CSR activities. Thus the Company decided to set up
    CSR Department in 2009 to support the Company’s CSR activities. This
    department focuses on helping children and insufficient communities
    to access to knowledge easier by donating books and educational
    media to schools in rural areas. In 2012, the Company has donated
    books, over 38 Millions Baht, worth to 581 schools in need. The
    Company donated book shelves to make school libraries well organized
    and attract students to libraries so they can improve their
    life-long reading habits.

In addition, the Company’s “Smarter Thais Foundation” was officially
established on September 23, 2011. The foundation’s objective is to
initiate activities that support the development of Thai people’s
potentials that will allow them to be a valuable human asset and possess
a better life quality so that they can apply their potentials in
developing and driving the country to be competitive in the
international community. The foundation will work closely and
effectively with the Company’s CSR project to help Thai people smarter
and build a sustainable society.

It can be concluded from the above that the Company’s business operation
has a role in solving major problems of the country and driving the
country to a sustainable development. The Company is also the mechanism
that supports the development of Thai people’s potential until they can
become a valuable human asset for the nation’s sustainable development.
As a result, the corporate social responsibility along with the
faithfulness to business ethics and determination to being a good role
model become the important mission that the Company has to strictly hold
firm too.

The Company has adopted the principles of Corporate Responsibility and
Corporate Governance, which become the Company’s strategy. The Company’s
business operation also needs to take into account the balance
satisfaction of stakeholders including customers, employees, business
partners, shareholders, communities, society, and environment, which are
appropriately prioritized in the following :

Moreover, the Company has adopted the principle of sufficiency economy
into its business operation so that the Company can run its operation
reasonably and sufficiently, with immunity. It needs to be assured that
the Company has used IT information and knowledge in different areas to
make operational decisions with the principles of good morals and ethics
as the guideline.

Moreover, when considering the Organization’s ‘culture’ that the Company
has tried to impose on every employee, it can be found that the culture
of the organization is in line with the sufficiency economy philosophy
as shown in the following chart :

The Company realized that it could only maintain the sustainable
operation by promoting a positive working culture for every employee. A
good culture will produce shared values and positive attitudes in work
and life among employees. A good organizational culture will also
continuously bring about success factors that answer to the objectives
and business nature of the organization. Such culture is a drive force
to creating pioneer works that require strong cause, ideology and
determination. It is a work that is not only creative but beneficial to
the country at large. Every employee is ready to adapt to changes and
listen to reasons with open mind. They focus on their productivity to
make profits and sustainability for the organization and society. A
culture that has been planted into the attitudes of every employee will
becomes a common work ethic shared through team working experiences
within the organization. The Company is confident that every employee is
ready to apply the philosophy of sufficient economy in their own lives
effectively. The organizational culture of SE-EDUCATION PUBLIC COMPANY
LIMITED is illustrated in the following :

Operation Philosophy and Driving Force

-   We will take on our ideology and turn it into our profession. We
    will produce creative and pioneer works with happiness because we
    believe that we can transform our dreams into something great for
    Thai society.

-   We will think big, never think small.

Transparency and Moral Values

-   We will be a good role model as a company.

-   We will not cheat or violate the law. We will be fair and maintain
    our work ethics and social responsibility.

-   We will have a moral standard in treating our customers, business
    partners, competitors and colleagues.

Adaptability

-   Every rule can be changed with reason and as long as the change will
    improve our employees and does not cause any negative effect on the
    Company.

-   We are ready to change anything. We will listen, think, learn, and
    improve for better. We will not feel humiliated and be chained to
    the traditional framework. We will break through any problems or
    obstacles.

-   Nothing is perfect at SE-ED.

-   Employees will be given an opportunity to work on what they truly
    like.

Personal Ethics

-   Be economical, humble and self – sufficient.

-   Be down to earth and treat everyone with respect.

-   Spend money and resources reasonably when it is needed without being
    stuck to the old tradition. Every money spent is worthwhile and
    benefits the works. It is known as the Zero-Based Budgeting.

Common Values

-   Be positive towards life and obstacle.

-   Be understanding and believe in the goodness in people.

-   Ignore showing off but care only what matters.

-   Creating positive working atmosphere that encourages people to work
    hard and have fun with the challenging works.

-   Live and love as one family.

Emphasis on CSR in the Process

It could be said that the Company’s business objective comes from the
country’s problem in developing the human resources and the Company’s
social ideology. Such objective will allow the Company, stakeholders and
the whole society grow together with sustainability. From the first day
of establishment the objective has been carried on and seen through with
determination. It has been passed on through the culture of the Company,
through the attempt to become a “good role model” in every aspect,
through the works produced and through the growth in different areas.

The Company believes that the corporate social responsibility means that
the Company must operate its business with ethics. Success of the
Company must go along with the improvement of society. Every stakeholder
is focused and treated with balance.

To achieve the above objective, the Company must make the Corporate
Social Responsibility (CSR) the work and responsibility of every
employee. It is in compliance with the objective of the establishment
and usual business operation. CSR must be a part of the business
process. CSR must not cost more than an ordinary process. CSR must
involve employees. CSR must be in the actual work process. This is the
reemphasis on the Company’s management philosophy that we will not do
anything differently from a normal business operation. We only change
the “way of thinking” and operate the normal business with “different
methods”.

Every business of the Company is aimed to answer the original objective
of establishment. Books, magazines and educational resources are
produced to benefit Thai society that still needs those materials.
Distributing books for our publishers give a chance to good books to be
widely distributed while publishers can survive, stay stronger and be
ready to produce even more good books. The increase of SE-ED Book Center
to different communities allow people to have an easy access to books
that are selected and displayed in a way that suits the lifestyle in
each area. The development of purchasing and ordering books give an
opportunity to people from anywhere in the country to learn and develop
equally. Moreover, the Company has established SE-ED Learning Center to
disseminate knowledge and inspire Thai people to learn and discover. The
Center’s activities include organizing Kiddy Camps, educational
activities, training courses and seminars for general public to improve
their working skills in different areas and increase their productivity.
Moreover, the Company took an important role in founding and operating
“Plearnpattana School”, which is an alternative school aiming to produce
quality human resources for the country in the future. The school
focuses on promoting knowledge skill, working skill, life skill,
voluntary mind and awareness of the social responsibility.

Responsibility to society, community and environment is not just an
additional work but the core of the business operation, the breath of
SE-ED family who are creators, initiators and role models. Every
employee in the Company is a part of this responsibility in one way or
another.

The Company could be claimed to have a vital role in breaking through
the overall book business and quickly expanding the market for
educational resources.

The Company believes that a sustainable organization can be developed
from not only the ability to yield reasonable profits and growth rate
for shareholder but also from the ability to improve itself to become a
good role model that create works beneficial and acknowledgeable to the
society at large. The Company’s employees stay happy. Environmental
awareness is a part of the business operation. The Company, thus, has
operated the business on the interrelation of sustainable development
with society and environment, with the founding belief that “Good Will
shall lead to growth, leading to profits, to strength and eventually to
sustainability”.

Idea of Corporate Governance of SE-EDUCATION PUBLIC COMPANY LIMITED

The Company supports an effective, transparent and auditable system and
emphasizes on business ethics, transparency, being exemplary,
responsible and honest, equality, and rights of employees, directors and
shareholders. This has become the “strong culture of the organization”.
Starting from the Chairman, Directors, Managers and Managing Directors,
everyone is the driving force to implement the Company’s policy with
transparency and responsibility to society. Every member in the
organization, from employees, directors, and executives, is well aware
of the core policy of the Company.

Every business plan for every process including operation procedures in
the organization are under the balance responsibility of every
stakeholder; shareholders, business partners, competitors, creditors,
customers, employees, communities and society. Every employee must
follow the ethical guideline that the Company has compiled and used as
the guideline to plan any operation, process and procedure.

Moreover, the Company’s directors realize the importance of an
effective, transparent and auditable managing system. Every employee and
new employee will be informed of the Business Ethic Guideline, involving
rules and regulations in operating business. The guideline helps build
more confidence among shareholders, investors and all stakeholders who
are the supporting and driving force towards the Company’s strength,
competitiveness and long-term success. The Company has undergone key
activities to support good corporate governance principle :

-   Directors’ Manual The Company believes in good corporate governance,
    business ethics and responsibility to society. Every director and
    executive must perform their duties honestly and straightforwardly.
    The Directors’ Manual and Corporate Governance Policy are the
    guidelines for directors and executives to comply by the laws and
    the Company’s regulations, to possess business ethics in performing
    any activities, decision-making and any transaction of the Company.
    The Company intends to run the business with honesty.

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-   Business Ethics Guideline Every employee and new employee will be
    informed of the Business Ethic Guideline, involving rules and
    regulations in operating business. The guideline helps build more
    confidence among shareholders, investors and all stakeholders who
    are the supporting and driving force towards the Company’s strength,
    competitiveness and long-term success.

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-   Collective Action Coalition of the Private Sector to Defy Corruption
    In early 2011 the Company agreed to endorse the Collective Action
    Coalition of the private sector to defy corruption. This is the
    corporation between Thai Institute of Directors, Thai Chamber of
    Commerce, The Thai Bankers’ Association, and Thai Listed Company
    Association to declare the intention to operate the business
    transparently and lawfully to resist corruption and comply by the
    principle of Corporate Governance. The Company also has the policy
    to encourage employees to abide by the laws and be a good citizen of
    the country. The Company supports the transparent business operation
    of the partners as well with the objective to improve society.

Procedures of Corporate Social Responsibility of SE-EDUCATION PUBLIC
COMPANY LIMITED

  The Company has 3 main procedures to fulfill the corporate social
  responsibility :

1.  General CSR activities of the Company must include all stakeholders
    who are customers, employees, business partners (and competitors),
    shareholders, communities, society, and environment. Every parties
    must be prioritized with balance so that everyone can be fully
    satisfied and accomplish together.

2.  The Company focuses on CSR in Process. That means any CSR activities
    are a part of the responsibility of every employee in order to avoid
    creating a burden on top of the usual routines. “Social
    responsibility” then becomes the habit of every employee.

3.  The Company determines to take on the problem of the country in
    education and potential development of Thai people. The Company
    tries to find a solution to the key problems including proficiency
    English in, Math, Science knowledge, and implanting in Thai children
    desirable qualities needed for the development of the country and
    sustainable society.

Evolving to “Smarter Thais Foundation”

Past and present CSR activities gave the Company an opportunity to use
knowledge, potential, resources and connections to help develop the
country with sustainability, and competitiveness in the international
community.

In order to facilitate the operation of those activities to involve
corporation from people and other organizations and enlarge the scale of
the activities to the national level, the Company decided to set up
‘Smarter Thais Foundation’ in early 2011. The objective of the
foundation is to ‘increase the role of social responsibility to produce
tangible effects in a large scale. This is the core strategy of the
Company that needs to be invested with all available resources to see it
through.

Smarter Thais Foundation will support the development of Thai people’s
potential in English, Math, and Science and build desirable qualities in
Thai children through minor projects, mostly pilot projects, or projects
that give opportunities to children in need. Any project must be able to
operate in the long term with financial support from “Changes for Kids”
donation from SE-ED Book Center’s customers and every Thai people. The
donation will be used in Thai people’s potential and value development
projects.

In 2011 Thai Smarter Foundation began to promote the idea of ‘replanting
human values’ that will give an opportunity to desperate people in
society to be trained professionally and able to general products and
incomes to support themselves and their families. It is a sustainable
project of which the role can increase continuously.

Corporate Social Responsibility in Customer’s Perspective

-   SE-ED Book Center Project : SE-ED is determined to operate SE-ED
    Book Center nationwide as the provider to Thai society to fulfill
    the satisfaction of the customers so they can shop at the nearest
    store at their most convenience and to create equally opportunity
    for Thai people to seek for source of knowledge.

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-   Logistics Development to Meet Substantial Orders : Today, the
    logistics system of the company is developed and improved so all the
    order is promptly delivered to the customer within the very next day
    under the slogan ‘Order Today, Get It Tomorrow’. Furthermore, this
    particular service helps the customers to find books and other
    products easier and more convenient.

-   White Bookstore Project : The company has a strict policy of
    providing good, ethical selection of books and products. We offer a
    wide range and variable genres of books and Our stores will have no
    unethical, immoral, improper or culturally unacceptable in Thai
    society.

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-   Production of Books, Magazines, and Academic Materials Plays the
    Significant Role in Developing Thai Society : From the day one until
    today, the company has determined to publish books, magazines, and
    academic materials that greatly play significant role in improving
    Thai society. SE-ED has provided a variety category of books; for
    instance, engineering, computing, management, foreign languages,
    dictionaries, science and innovation, kids’ educational comics,
    science journal, technologies and industries, et cetera.

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Corporate Social Responsibility in Employee’s Perspective

-   Mediation Program : The company has always encouraged the employees
    to understand themselves as well as others. Therefore, the
    meditation program is initiated. This program has aimed to give the
    training to the practitioners’ mind in order to aware of the
    consciousness, to gain insight and morality in order to purify and
    to consciously overcome doubts which lead to efficiently performance
    both at work place and in daily life.

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-   SE-ED Family Big Cleaning Day : This is a voluntary activity in
    which employees could volunteer to help clean the houses of their
    fellow colleagues who were affected by the flood of the late 2011.
    There were many volunteers in this activity, resulting in the fast
    cleaning and recovering process of damaged houses. This activity
    also helped lifting the spirits of the flood-victim employees so
    they could bounce back from this crisis and had the courage to fight
    against all the problems and obstacles with the support from all
    their friends.

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-   The relief program gives financial support to employees suffering
    from natural disasters : such as floods or rainstorms as well as
    other mishaps that cause major asset losses. The support will allow
    them to recover and return to work and live a normal life again.
    Moreover, the Company offers an interest-free loan to employees who
    have to renovate their houses that have been affected by such
    disasters.

-   Health Care Project : The company is aware of the importance of its
    entire staff and families’ health. We believe if they are physically
    and mentally healthy, they are happy as well. Therefore, these
    health check-up programs are offered throughout the year.

-   Annual health check - up An appropriate list of analysis and
    check-ups is provided suitably for the age range of the staff. A
    reasonable discount for the health check-up is provided for the
    immediate family members as well.

-   Health cover welfare this program aims to relieve its staff
    financial problem in case of hospital emergency admission. Special
    health insurance is also available for further family member with a
    reduced insurance rate.

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-   Stability and Sustainability Life Improvement Program : The company
    is aware of the importance of its staff quality life. To assure each
    individual staff its quality life, various programs are in action.

-   Life Insurance Worth 24 Months of the Latest Salary. In case of
    unpredictable and unfortunate death, the company offers 2 years of
    payment providing for the family of the lost one. This will help the
    family to cope with and adjust to the situation.

-   Flexible Time System. The flexibility of work period enables
    individual staff to choose their operating hours in compatible with
    each individual convenience or personal business. With this system,
    some who may be engaged in personal business can come to work after
    regular working time.

-   Retire Rich Fund Project. To promote the saving habit, SE-ED has
    encouraged its employees to save money for their retirement. This
    project aims to assure that they will have sufficient amount of
    money to survive to live happily ever after the retirement.

-   Reducing Debts Project. A survey concerning debts has been
    conducted. After the survey, the jurist department has been assigned
    to aid the debtor and the creditor in making compromise. Moreover,
    the amount of the loan has been approved to help paying off debt so
    they can start their lives over.

-   Employee Value Project : The company intends to promote and support
    potential proactive activities of all its employees. We encourage
    our employees to develop their leadership skill and cross functional
    management skill in a project called ‘A3’ and ‘Project Leader
    Project’ in which anyone can offer their sub - project to improve
    the organization. The board of directors always encourages and
    supports its employee to broaden their knowledge and prove their
    ability through their performance.

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-   Communication Development Project : The company has developed the
    communication system for its branch staff at all available branches
    across the country and its staff at headquarters and the warehouse.
    Together with ADSL phone system, iPOS system which allows staff at
    the branches and the headquarters exchanging their mails
    effectively, and LCD TV to interchange important information. These
    systems enable its entire staff to exchange important information
    even though they are not in the same place.

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-   Safety and Emergency Project : The company is aware of the safety of
    workplace. Thus, we continuously host fire drills and safety
    trainings. The facilities and safety equipments are sufficiently
    supplied in case of emergency.

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Corporate Social Responsibility in Business Partner’s Perspective and
Shareholder’s Perspective

-   Publication of Business Trends and Information for Partners and
    Interested Parties : SE-ED is one of the leading publishing
    companies in Thailand. This results in sufficient database and
    Information Technology system that indicates trends as well as the
    efficiency and productivity of the publishing industry. This enables
    us to develop and strengthen the publishing industry. It also
    enables the branch managers to use the information to benchmarking
    as well as choose the Best Practice in the industry.

  The company has previously announced this useful information at the
  annual ‘Best Information in Publishing Industry’ in which has been
  hosted since 2004 onward. The company believes that by publicizing
  useful information, it will sustainably and efficiently improve and
  develop the publishing industry.

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-   Ethical Business Operation : The company has operated the business
    by adopting the principles of good governance. The details and
    information associated with stockholders and investors are available
    to certify the ethics and morality in business operation.
    Individuality is encouraged to file a complaint regarding products,
    insufficient service, immoral and unethical operation of board of
    directors and staff at comment@se-ed.com, sbc@se-ed.com, or to
    independent director at id@se-ed.com.

-   The Business Ethics and Moral Principles : The company is determined
    to corporate the business with morality and ethics. We trust in our
    commitment. Our business is operated under the laws and regulations
    with principles, values and standards, not taking advantage nor
    causing any inequality to business partners and customers.

-   Strong Objectives Against Rights Violation : The company has solid
    regulations and policy against any the production and the
    distribution that considered breaching rights. We have also
    encouraged our partners, writers and others to understand and aware
    of the copyrights and rights violation. For example, the seminar
    entitled ‘Copyrights : You Should Know’ was held to publicize and
    promote the awareness of copyrights.

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Corporate Social Responsibility in Community’s Perspective and Society’s
Perspective

Smarter Thais Foundation

-   Books for students Project by Smarter Thais Foundation : In order to
    promote education, Smarter Thais Foundation supports the Books for
    Kids Project of SE-EDUCATION PUBLIC COMPANY LIMITED that has been
    conducted for 8 consecutive years. The foundation purchased books
    and learning materials to donate to underprivileged schools and
    libraries. For the past 2 years until the end of 2012, the
    foundation donated 44,436 educational books with the total value of
    7.02 million Baht to 333 schools and organizations.

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-   Enjoy Reading Project : With the determination to improve English
    proficiency of Thai students, the foundation supports English
    textbooks and learning materials that will not only develop English
    proficiency but ignite the inspiration and instill  the positive
    attitude towards the learning of English language and the reading
    habit for life-long learning experience.

-   The 4^(th) SE-ED Translation Championship Thailand Princess Cup : Is
    the fourth translation contest for high school students who are
    interested in English. The contest encourages students to apply for
    skills: English grammar, analytic reading, translation principles
    and command of Thai language. The main objective is to increase
    awareness among schools in Thailand of the importance of developing
    English proficiency that students can apply in both communicating
    and academic scenarios. In 2012, the contest was held in 12
    provinces across the country, with over 2,000 students
    participating. The winner received Princess Maha Chakri Sirindhorn’s
    trophy and won an opportunity to publish a translated work with
    SE-EDUCATION PUBLIC COMPANY LIMITED.

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SE-EDUCATION PUBLIC COMPANY LIMITED

-   Books for Students Project by SE-EDUCATION PUBLIC COMPANY LIMITED :
    A selection of books is donated to school libraries across the
    country through this project to increase the opportunity of students
    in remote areas. Additionally, this allows the staff to participate
    in another program called ‘Love Your Country’, by submitting the
    name of school in which the book donation will be made and
    representing the company by delivering the donation.

  Throughout 7 years of the project until 2012, the company has donated
  books to over 2,996 schools throughout the country. The donation was
  over 1.64 Million books and worth more than THB 264 Million.
  Furthermore, the company has participated by donating books and
  educational equipments to the Ministry of Education project’s ‘One
  Amphur, One Dream School’ which supports academic materials to dream
  school in order to develop as model schools.

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-   Building Libraries for Schools in Need : The company donated
    bookshelves, educational equipments, and books to build libraries in
    many schools in Bangkok as well as other provinces. In 2012 alone,
    the company had renovated the libraries for four schools across the
    country namely; Wat Chao Pad Song Trai School in Ayutthaya, Sri Bang
    Sai School in Ayutthaya, Tan Pooying Chantima Peung Baramee in
    Sakhon Nakhon, Wat Sapan Hin in Nonthaburi.

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-   Change for Kids Project : This project enables SE-ED customers and
    others to participate in the donation activity through donation box
    at all SE-ED Book Center branches or by the donation bank account.
    This project will be operated under ‘Smarter Thais Foundation (Khon
    Thai Keng Kheun Foundation)’. Every penny of the donation is
    determined to organize activities that aim to develop proficiency,
    ability and life value of Thai people. We believe that this
    sustainable project will result in making Thai realizing their
    potential for this country.

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-   Total Solution to English Proficiency 2012 : aims to develop
    teaching efficiency of teachers and English language proficiency of
    students. The project offers a systematic English teaching model
    that teachers can apply in classroom. In addition, there are teacher
    trainings to improve teaching efficiency to the standard of “Oxford
    Language Program”. Development of teachers will be evaluated by
    students’ achievement. The project offers the teaching models for
    two levels: primary level and secondary level. In 2012, the Company
    hosted an academic seminar for teachers for 4 consecutive years. The
    seminar served as a venue for exchanging teaching ideas and
    techniques in classroom. There were over 1,200 teachers
    participating in the seminar.

-   Genius Book Series Project : SE-ED cooperates with the Institute for
    the Promotion of Teaching Science and Technology (IPST) in producing
    course books and development helper books that available in
    Mathematics, Science, Computer, Biology, Physics, and Chemistry.
    This includes tutoring books for an Academic Olympics.

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-   Cooperating with National Science Museum (NSM) to build the science
    learning centers for children in towns : SE-ED has a policy to
    encourage youth to have inspiration in Science and technology.
    Therefore the Company contributes support in finding the space in
    Shopping Malls, which are trading partners of SE-ED, to National
    Science Museum (NSM) for setting up the Science museums and learning
    centers. Moreover, the Company provides a special renting rate or
    renting-free for National Science Museum. Nowadays, there are five
    science museums and learning centers: Chamchuri Square, Carrefour in
    Chiangmai province, Sunee Plaza in Ubonratchani province, Laemthong
    Shopping Mall in Rayong province and Laemthong Shopping Mall in
    Chonburi province.

Corporate Social Responsibility in Environment’s Perspective

-   The natural conservation project : SE-ED emphasizes on saving energy
    and resources. Thus the Company launches many campaigns and
    activities on saving energy and resources as follows :

  - Replacing electronics in SE-ED Book Center with saving energy
  models.

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  - Changing the light switches into individual string switches in the
  headquarters in order to save electrical energy on unoccupied
  workspaces.

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  - Minimizing of paper usage project promoting employees to manage the
  important documents through electronic media (eDocument) to reduce
  papers usage and enable faster searching.

  - Saving water in the headquarters project by installing automatic
  piping valves in restrooms, working with the Contact Switch at
  toilets’ doors. Valves will be turned on, if the door was closed only.
  This prevents wasting water.

  - Saving electrical energy in the SE-ED’s warehouse and distribution
  center by changing T8 Fluorescent lamps (36 watt) to T5 Fluorescent
  lamps (28 watt) which help reduce electrical energy up to 33%. In
  addition, the Company uses T5 HO Fluorescent lamps instead of Sodium
  lamps on 15,000 square meters area. This enables the Company to save
  electric energy up to 50%.

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Innovation of CSR

SE-ED always determined to one that make Smarter Thais and satisfy all
stake holders. Therefore the purpose of research, development and
innovation creating conform to fulfill this determination. The Company’s
innovation must afford to provide benefits to book industry as a whole,
to enable the easier ways to for Thais to access knowledge. The latest
technology is applied to SE-ED’s business operation in order to develop
the operation’s efficiency. There are many innovations, which reflect to
social responsibility as follows :

Examples of innovations which contribute to the developing of Thai book
business can be seen as follows :

-   ‘Standing Order’, Developing Distribution System project : Being the
    biggest book distributor of the country, the Company sees the
    problems in a stock management in book industry as a whole such as
    inaccurate sales monitoring, complications on billing, lack of
    credibility and etc. Thus the Company developed the innovative
    distribution system called ‘Standing Order’. It is the system that
    allows the new books be on stores without billing. This enables the
    stores to sell more new books. If some of the new books were best
    seller, the stores would fill up the stock and pay bills on the
    filling stock. The SE-ED employees will be fully responsible for
    sales checking. This, Standing Order System, gives enormous
    advantages to book industry. Firstly, the stores are willingly to
    add more new books. Secondly, Thais have better opportunities to
    access a variety of books. Thirdly, it reduces risks in business
    operating, thus the distributors and publishers can track all
    information about sales performance. This enables the better
    planning. Fourthly, it also enables the better billing system.
    Nowadays, this Standing Order System is accepted and adopted across
    the country.

-   Developing Product Management project : SE-ED has developed the
    Distribution Model Program and Intelligent Automatic Reordering
    System (IARS) in order to manage a new books distribution and to
    fill up stock of SE-ED Book Centers which depends on its community’s
    needs and its actual sales performance. This reduces risks in
    business operating because the mass publishing, without information
    technology supporting, is not necessary. Moreover, the stable and
    accurate information technology allows all branches to fulfill its
    community’s needs. This also efficiently reduces costs and
    opportunities loss.

-   Developing websites supporting retail and wholesale systems : The
    Company has developed and improved its websites :
    www.se-ed.com/eshop and www.se-ed.com/wholesale in order to support
    retail system (E-Commerce) and wholesale system.

  Nowadays, www.se-ed.com is most visited website of the country. There
  are wide range of products and a variety of books for customers.
  Moreover, they provide the updated information about best sellers,
  interesting books and where to buy them. With these information, it
  enables customers have choices and can make a decision easier.

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  Additionally, the Company has launched its mobile website,
  m.se-ed.com, for mobile devices such as smart phones or tablets to
  allow customers more convenient alternatives to book shopping. The
  Company expects that such channel will support the increasing e-book
  trade in the future which is the result of the dramatically growing
  internet usage from general public.

-   Integral developing logistics system : The Company has determined to
    develop logistics system to be highly efficient, to deliver goods to
    customers at low cost, and to be competitive. According to this
    philosophy, Thais could access the quality books quicker, and
    whenever they need.

  Integral developing logistics system includes :

  - ‘Order Today, Get It Tomorrow’ Project : The Company has developed
  and improved order picking system and www.se-ed.com under the concept
  of ‘a small store serves as a big one’. If the customers cannot find
  the books they need in SE-ED Book Center, they can go over the cashier
  counter and request for the books. With the developed, improved IT and
  logistics systems, the stores can deliver the books to the customers
  within 24 hours at their convenient branches without a delivery fee.

  - Intelligent Point of Sale System (iPOS) : The Company has developed
  this system to support sales performance at SE-ED Book Centers and to
  provide useful information on books. This helps the customers make a
  decision easier.

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  - Developing a data linking system between branches, the headquarters
  and the warehouse into a real time computer network. This enables an
  efficient, fast, accurate operation.

  - Digital Assorting System : The Company has developed products
  distribution into a digital system. This enables a flexible
  distribution to efficiently deal with the market situation. In
  addition, this system helps reduce papers usage up to 500,000 sheets.

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Examples of innovations which contribute to developing Thai’s potential
can be seen as follows :

-   Successfully develop the potential of Thai youth : The Company did a
    research to find a guideline to help young Thai people who do not
    live in an English speaking environment to be able to improve their
    English skill significantly. In addition this practice must no
    increase a burden for teachers and use minimum resources. The
    outcome of the research shows that by reading graded readers with
    the extensive reading approach, the English skills of student
    improved significantly as well as their attitude towards English
    language, the inspiration to study more by themselves and the
    reading habit which has a crucial role in changing the student into
    becoming a life-time self learners.

  Consequently, the Company initiated SE-ED Enjoy Reading program in
  2008. This program aimed to develop graded readers materials with the
  corporation from the world’s leading publishers who specialize in
  extensive reading approach and graded readers. The program has
  selected many books in different levels and themes that will match the
  different interests of most students in the school system. Graded
  readers will be a tool to increase English proficiency of Thai
  students. From the research there will be a development of practice
  that can be employed in the schools across the country.

  In 2009 – 2010, the Company began its research with 20 lacking schools
  in the elementary and secondary level. The outcome indicated a
  satisfactory improvement among students who read SE-ED Enjoy Reading
  materials with Extensive Reading Approach and toolkits from the
  program.

  In order to magnify the outcome, the program has expanded its reach to
  teachers whose role can impose positive changes on children. In 2010
  the program organized a training for the management staff and English
  teachers for over 70 school from the northern, central, southern and
  northeastern regions in order to prepare for an in-depth research.
  Every school participating would be provided SE-ED Enjoy Reading
  books, teachers training, teaching kits, and evaluation of English
  proficiency throughout one academic year.

  In 2011, the Company, with the PR support from agencies of the
  Ministry of Education including the Office of the Basic Education
  Commission (OBEC) and the Office of the Private Education Commission
  (OPEC), organized a teacher training for over 1,000 teachers across
  the country. The training was under the idea of Total Solution to
  English Proficiency that focuses on improving the whole system with
  proficiency-based teaching methods. The proficiency-based methods will
  allow students to improve listening, speaking, reading and writing
  skills that can be applied in everyday communication English as well
  as academic English. The improvement will take place in all aspects
  including the curriculum development, classroom evaluation, materials
  selection, teacher training, cultivation of reading habits among
  children, and extracurricular activities.

  In 2012, the Company hosted the fourth academic seminar for teachers
  to exchange ideas and teaching techniques in classroom. There were
  over 1,200 teachers participating. The project aims to develop
  teaching efficiency of teachers and English language proficiency of
  students through a systematic teaching model that teachers can apply
  in classroom. In addition, there are teachers trainings to improve
  teaching efficiency to the standard of "Oxford Language Program".
  Development of teachers will be evaluated by students’ achievement at
  the determined level.

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Rewards of being good governance

Since the day that SE-EDUCATION was founded, SE-ED has strongly
determined to be an organization that participates in developing human
resources and making “Smarter Thais”. And every stake holders satisfy
with this determination. All rewards was self-evidence that SE-ED always
placed importance on being good governance. All rewards can be seen as
follows :

-   Received SET Award of Honor in Corporate Governance for the second
    time from SET Awards 2012 . The award is for the excellence in
    corporate governance for 4 consecutive years.

-   Received “excellence” or 5 stars from corporate governance
    evaluation for 5 consecutive years (2012, 2011, 2010, 2009, and
    2008).

-   Was evaluated “excellent and exemplary” in organizing the Annual
    General Shareholders Meeting for 6 consecutive years (2007-2012).

-   Received Investors’ Choice Award for receiving 100% scores from the
    evaluation of the Annual General Shareholders Meeting for 4
    consecutive years (2009-2012).

  - Received ‘Board of the Year for Distinctive Practices Award
  2010/2011.

  - Received ‘Outstanding Corporate Social Responsibility Awards’ from
  the SET Awards 2011 organized by the Stock Exchange of Thailand and
  Money & Banking Magazine.

  - Achieved the Princess Cup from Her Royal Highness Prince Maha Chakri
  Sirindhorn for being a large organization which applied sufficiency
  economy philosophy with business operation (from Sufficiency Economy
  Contest 2^(nd)).

  - Awarded CSR Awards 2009 - 2010 (awarded for outstanding listed
  company who operates responsibly toward society and environment.

  - Awarded the Top Corporate Governance Report Awards 2009 - 2010
  (Outstanding in Good Governance Report).

  - Won Best Shareholder Treatment Awards 2008.

  - Received ‘Board of the Year for Distinctive Practices Award
  2006/2007.

  - Scored “Excellence” for satisfied communicating with the investors
  and analysts during the event called “listed companies meet the
  investors” in several years.

  - Awarded for “outstanding network bookstore 2002 - 2003” and awarded
  for “Excellence bookstore of the decade (year 2004)”.

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