8. Management and Corporate Governance

Management Structure of Advanced Info Service Public Company Limited

As of 3 January 2013

Management Structure

The Committee

The Company’s management structure comprises the Board of Directors and
four sub-committees: the Executive Committee, the Audit Committee,
Remuneration Committee, and Nomination and Corporate Governance
Committee as detailed below:

(1) Board of Directors

As of 3 January 2013, the Board of Directors comprises 10 members as
follows:

  ----- ------------------------- -----------------------------------------
  1.    Dr. Paiboon Limpaphayom   Chairman of the Board of Directors and
                                  Independent Director

  2.    Mr. Somprasong Boonyachai Vice-Chairman of the Board of Directors

  3.    Mr. Wichian               Director and Member of the Executive
        Mektrakarn^(1/)           Committee

  4.    Mr. Ng Ching-Wah          Director and Member of the Executive
                                  Committee

  5.    Mr. Aviruth               Chairman of the Audit Committee and
        Wongbuddhapitak           Independent Director

  6.    Mrs. Tasanee Manorot      Member of Audit Committee and Independent
                                  Director

  7.    Mr. Surasak Vajasit       Member of Audit Committee and Independent
                                  Director

  8.    Mr. Allen Lew Yoong Keong Director

  9.    Mr. Yeo Eng Choon         Director

  10.   Dr. Montchai Noosong^(2/) Director
  ----- ------------------------- -----------------------------------------

^(1/) To be in replacement for Mr. Vikrom Sriprataks who resigned,
effective from 3 January 2013.

^(2/) Appointed as director on 28 March 2012

The Authorized Directors are

Mr. Somprasong Boonyachai and Mr. Wichian Mektrakarn* together jointly
sign with the Company’s seal affixed.

*Amended effective 3 January 2013

The Company Secretary is Mr. Chavin Chaivatcharaporn*

*Appointed 3 January 2013

In 2012, the Board of Directors held a total of 7 regular meetings and 3
special meetings with director’s attendance as detailed below:

  --------------------------- -------------------------------------------
  Name - Surname              No. of Attendance / No. of Meeting

  Dr. Paiboon Limpaphayom     10/10

  Mr. Somprasong Boonyachai   10/10

  Mr. Ng Ching-Wah            8/10

  Mr. Aviruth Wongbuddhapitak 10/10

  Mrs. Tasanee Manorot        10/10

  Mr. Surasak Vajasit         8/10

  Mr. Allen Lew Yoong         2/10
  Keong^(1/)                  

  Mr. Yeo Eng Choon           9/10

  Dr. Montchai Noosong        5/10

  Mr. Vikrom Sriprataks^(2/)  10/10
  --------------------------- -------------------------------------------

^(1/) In case where Mr. Allen Lew Yoong Keong unable to attend the
meeting, he will consider the matter and give an opinion via the
Vice-Chairman of the Board of Directors in order to propose to the
meeting.

^(2/) Resigned from a director effective 1 January 2013.

Scope of Authority and Duties of the Board of Directors

1.  Perform its duties with honesty, integrity and prudence in
    accordance with the law and the Company’s objectives and Articles of
    Association including the resolutions of shareholders’ meeting, and
    carefully protect the Company’s interests;

2.  Set out the vision, policy and direction of the Company’s operations
    and supervise the management team to act in accordance with plans
    which are set out efficiently and effectively, and thereby maximize
    the economic value and wealth of the Company and its shareholders;

3.  Consider and approve major issues such as large investments,
    purchase of assets etc. and any actions/transactions as prescribed
    by law;

4.  Approve or agree major related transactions between the Company and
    its subsidiaries in compliance with the relevant notifications,
    regulations and guidelines of the Stock Exchange of Thailand;

  5. Assess the performance of the Executive Chairman and the executive
  directors, and fix appropriate remuneration on a regular basis;

6.  Be responsible for overseeing operational results and the management
    team’s performance to ensure due attentiveness and care;

7.  Arrange appropriate accounting systems, including the production of
    financial reports and a reliable auditing system; oversee and
    monitor the effectiveness and efficiency of the internal control,
    internal audit and risk management systems;

8.  Ensure avoidance of conflict of interests amongst the Company’s
    stakeholders;

9.  Supervise business operations to enforce ethical work standards;

10. Annually review the Company’s corporate governance policy and assess
    due compliance;

11. Report on the execution of the Board’s responsibility to prepare
    financial reports, along with the external auditor’s report in the
    annual report covering key issues according to the Company’s policy
    statement and the Stock Exchange of Thailand’s Code of Best
    Practices for Directors of a Listed Company.

In this regard, the Board of Directors has empowered the Executive
Committee to perform duties as per the scope of duties and
responsibilities of the Executive Committee. Such delegation of
authority shall not constitute the authority or substitution to allow
the Executive Committee, or a person authorized by the Executive
Committee, to approve those transactions related to a party in conflict,
a party in interest or any other party with a conflict of interests
(according SEC’s notification) with the Company or its subsidiaries,
except for the approval on any item in accordance with the policies and
criteria approved by the Board of Directors.

(2) Executive Committee

As of 3 January 2013, the Executive Committee comprises 5 members as
follows:

  ---- ------------------------- -----------------------------------------
  1.   Mr. Allen Lew Yoong Keong Chairman of the Executive Committee

  2.   Mr. Wichian               Member of the Executive Committee
       Mektrakarn^(1/)           

  3.   Mrs. Suphajee Suthumpun   Member of the Executive Committee

  4.   Mr. Kim Siritaweechai     Member of the Executive Committee

  5.   Mr. Ng Ching-Wah          Member of the Executive Committee
  ---- ------------------------- -----------------------------------------

^(1/) To be in replacement for Mr.Vikrom Sriprataks, effective from 3
January 2013.

In 2012, the Executive Committee held a total of 11 regular meetings and
1 special meeting and monthly reported to the Board of Directors. The
summary of attendance of the member is as follows:

  --------------------------- -------------------------------------------
  Name - Surname              No. of Attendance / No. of Meeting

  Mr. Allen Lew Yoong Keong   12/12

  Mr. Vikrom Sriprataks ^(1/) 11/12

  Mrs. Suphajee Suthumpun     7/12

  Mr. Kim Siritaweechai       10/12

  Mr. Ng Ching-Wah            9/12
  --------------------------- -------------------------------------------

^(1/) Resigned from executive committee, effective from 1January 2013.

Scope of Authority and Duties of the Executive Committee

1.  Formulate the Company’s strategic direction, management structure,
    and annual business plan and budget for the Board’s approval;

2. Monitor the Company’s financial and operating results, and keep the
board members informed by monthly report;

3 Review and approve all transactions concerning investments and
disposal of assets, human resource management, finance and treasury,
general administration and any other transaction related to the
Company’s business within the limits of authorization granted by the
Board;

4. The Committee may delegate its authority to any member of the
management or staff as it deems appropriate. However, such authority
does not permit the Committee or appointed persons to approve any
transaction between them or related persons having mutual benefits or
conflicts of interest (as prescribed in the Company’s Articles of
Association and Notifications of the Securities and Exchange
Commission). The approval for transactions shall be in accordance with
the policies and principles already determined by the Board and
regulatory bodies;

5. Report to the Board on a quarterly basis regarding the material
actions taken by the Committee under the Chairman of the Executive
Committee Report agenda;

6. Annually review its own performance and assess the adequacy of this
Charter; and

7. Take any other action that may from time to time be assigned or
delegated to the Committee by the Board.

(3) Audit Committee

As of 3 January 2013, the Audit Committee consists of 3 independent
directors who possess qualifications as required by SEC and expertise in
finance, accounting, legal and management, namely:

  ---- ------------------------- -----------------------------------------
  1.   Mr. Aviruth               Chairman of the Audit Committee and
       Wongbuddhapitak           Independent Director

  2.   Mrs. Tasanee Manorot      Member of the Audit Committee and
                                 Independent Director

  3.   Mr. Surasak Vajasit       Member of the Audit Committee and
                                 Independent Director
  ---- ------------------------- -----------------------------------------

The member of the Audit Committee no.1 and no.2 have adequate expertise
and experience to review creditability of the financial statements.

In 2012, the Audit Committee held a total of 12 meetings and quarterly
reported to the Board of Directors. The summary of attendance of the
member is as follows:

  --------------------------- -------------------------------------------
  Name - Surname              No. of Attendance / No. of Meeting

  Mr. Aviruth Wongbuddhapitak 12/12

  Mrs. Tasanee Manorot        12/12

  Mr. Surasak Vajasit         12/12
  --------------------------- -------------------------------------------

Scope and Duties of the Audit Committee

1. To review that the Company’s financial reports are prepared in
accordance with legally defined accounting principles and adequately
disclosed;

2. To review the Company’s internal control system and internal audit
system to ensure that they are suitable and efficient, to determine an
internal audit unit’s independence, as well as to approve the
appointment, transfer, dismissal, performance appraisal and remuneration
of the chief of an internal audit unit;

3. To review the Company’s compliance with the law on securities and
exchange, the Exchange’s regulations, and the laws relating to the
Company’s business;

4. To consider, select and nominate an independent person to be the
Company’s auditor, and to propose such person’s remuneration, as well as
to attend a non-management meeting with an auditor at least once a year;

5. To review the Connected Transactions, or the transactions that may
lead to conflicts of interests, to ensure that they are in compliance
with the laws and the Exchange’s regulations, and are reasonable and for
the highest benefit of the Company;

6. To review that the Company has established an appropriate and
effective risk management system;

7. To review and approve the Charter of Internal Audit activities,
annual audit plan and activities of Internal Audit, and coordinate with
the external auditor;

8. To prepare, and to disclose in the Company’s annual report, an audit
committee’s report which must be signed by the Audit Committee’s
Chairman and consist of at least the following information:

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

  (8.2) an opinion on the adequacy of the Company’s internal control
  system,

  (8.3) 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,

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

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

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

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

  (8.8) 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;

9.  To continue the inspection when the external auditor informs
    regarding any suspicious circumstance that the director, manager or
    any person responsible for the operation of such juristic person
    commits an offence under the Security and Exchange Act and the Audit
    Committee shall report the result of preliminary inspection to the
    Office of the Securities and Exchange Commission and the external
    auditor within thirty days.

10. To report the performance of the Audit Committee to the Board of
Directors at least four times a year. In its performance of duties, if
it is found or suspected that there is a transaction or any of the
following acts which may materially affect the Company’s financial
condition and operating results, the audit committee shall report it to
the Board of Directors for rectification within the period of time that
the audit committee thinks fit.

(1) Any transaction which causes any conflict of interest; or*

(2) Any fraud, irregularity, or material defect in an internal control
system; or*

  (3) Any infringement of the law on securities and exchange, SET’s
  regulations, or any law relating to the Company’s business,*

  If the Company’s Board of Directors or management fails to make a
  rectification within the period of time under the first paragraph, any
  Audit Committee member may report on the transaction or act under the
  first paragraph to the Office of the Securities and Exchange
  Commission or the Exchange.

11. To have the authority to invite concerned executives, management and
officers of the Company to express opinions, attend meetings or deliver
documents as deemed necessary.

12. To agree and to retain a consultant or other third person to express
opinions or give advice as deemed necessary.

13. To review the Company’s compliance with Reporting and Investigation
of Misconduct and or Fraud and Whistleblower Protection Policy, and
acknowledge all concerns of misconduct or fraud and the final
investigation report by the investigating committee.

14. To review and evaluate the scope of the performance of the Audit
Committee on an annual basis.*

15. To perform other duties as assigned by the Board of Directors of the
Company with the consent of the Audit Committee.*

*To be revised by the resolution of the Board of Directors’ Meeting No.
3/2012, on 20 March 2012

(4) Remuneration Committee

As of 3 January 2013, the Remuneration Committee comprises 3 members as
follows:

  ---- ------------------------- -----------------------------------------
  1.   Dr. Paiboon Limpaphayom   Chairman

  2.   Mr. Aviruth               Member of the Remuneration Committee
       Wongbuddhapitak           

  3.   Mr. Somprasong Boonyachai Member of the Remuneration Committee
  ---- ------------------------- -----------------------------------------

In 2012, the Remuneration Committee held a total of 4 meetings to
consider the remuneration policy and remuneration amounts of independent
directors and other directors for the year 2012, and remunerations of
the Chief Executive Officer and those executives who report to the Chief
Executive Officer, as well as approve the Economic Value Plan for
Employees (EV) Achievement for the year 2012, and reported to the Board
of Directors. The summary of attendance of the member is as follows:

  --------------------------- -------------------------------------------
  Name - Surname              No. of Attendance / No. of Meeting

  Dr. Paiboon Limpaphayom     4/4

  Mr. Aviruth Wongbuddhapitak 4/4

  Mr. Somprasong Boonyachai   4/4
  --------------------------- -------------------------------------------

The Scope of Authority and Duties of Remuneration Committee

1.  Fix appropriate annual remuneration in monetary and/or non-monetary
    form for the Board members, committee members, Chairman of Executive
    Committee, Chief Executive Officer and executives reporting directly
    to Chief Executive Officer;

2.  Consider and approve the Economic Value Plan for Employees (EV) and
    criteria for implementation thereof including the EV annual bonus
    plan for the Company executives;

3.  Supervise the implementation of EV Plan and have authority to give
    decision in case of any discrepancy arising in connection therewith;

4.  Consider and approve annual remuneration for Board members;

5.  Draw up guidelines to provide appropriate remuneration for the Board
    members and Chairman of Executive to be proposed to and approved by
    the Board and/or the shareholders’ meeting, as the case may be;

6.  Disclose policy governing Board members’ remuneration in the annual
    report; and

7.  Perform other tasks as designated by the Board.

(5) Nomination and Corporate Governance Committee

As of 3 January 2013, the Nomination and Corporate Governance Committee
comprises 3 members as follows:

  ---- ------------------------- ------------------------------------------
  1.   Dr. Paiboon Limpaphayom   Chairman

  2.   Mr. Somprasong Boonyachai Member of the Nomination and Corporate
                                 Governance Committee

  3.   Mr. Surasak Vajasit       Member of the Nomination and Corporate
                                 Governance Committee
  ---- ------------------------- ------------------------------------------

In 2012, the Nomination and Corporate Governance Committee held a total
of 4 meetings to consider the appointment of the Company’s Directors and
determine their authoritative power to replace the three (3) Directors
who completed their terms according to the Company’s Articles of
Association and those resigned during the year; review corporate
governance policy, and code of business ethics. The results were
reported to the Board of Directors. The summary of attendance of the
member is as follows:

  --------------------------- -------------------------------------------
  Name - Surname              No. of Attendance / No. of Meeting

  Dr. Paiboon Limpaphayom     4/4

  Mr. Somprasong Boonyachai   4/4

  Mr. Surasak Vajasit         4/4
  --------------------------- -------------------------------------------

The Scope of Authority and Duties of the Nomination and Corporate
Governance Committee

1.  Draw up criteria and policy with respect to nomination of Board
    members and committees members of the Company;

2.  Supervise implementation of the policy on good corporate governance
    of the Company, annually review such policy including recommendation
    of any revision thereof for further consideration by the Board;

3.  Consider and nominate appropriate persons to become Board members
    and/or committees members to be proposed to and approved by the
    Board and/or shareholders’ meeting, as the case may be;

4.  Consider and nominate a person to become Chairman of Executive in
    case of vacancy as well as criteria of succession thereof;

5.  Perform of other tasks as designated by the Board.

(6) Management Team

As of 3 January 2013, the Company’s Management Team comprises 7 members
as follows:

  ---- ------------------------- ------------------------------------------
  1.   Mr. Allen Lew Yoong Keong Chairman of the Executive Committee

  2.   Mr. Wichian Mektrakarn    Chief Executive Officer

  3.   Mr. Somchai               Chief Marketing Officer
       Lertsutiwong¹⁾            

  4.   Mrs. Suwimol Kaewkoon²⁾   Chief Organization Development Officer

  5.   Mrs. Vilasinee            Chief Customer Officer
       Puddhikarant³⁾            

  6.   Mr. Hui Weng Cheong⁴⁾     Chief Operating Officer

  7.   Mr. Pong-amorn            Chief Finance Officer
       Nimpoonsawat              
  ---- ------------------------- ------------------------------------------

Notes: 1) Appointed 1 April 2012

2) Appointed 1 January 2013

3) Appointed 1 January 2013

4) Appointed in replacement of Mr. Mark Chong Chin Kok, effective from
14 January 2013

  In this regards, Chief of Technology Officer under nomination in
  replacement of Mr. Vikrom Sriprataks who retired from 1 January 2013.

Nomination of Directors

The Company has appointed the nomination and Corporate Governance
Committee to consider and prescribe criteria and policy on nomination of
suitable candidates to assume position of directors, and propose to
shareholders’ meeting. Minor shareholders have been given opportunity as
another channel to propose suitable candidates for directors. Criteria
and procedures are prescribed in the Company’s Articles of Association
as follows:

(1) Each shareholder shall be entitled to one vote for each
shareholding;

(2) Each shareholder shall be entitled to cast all the votes under (1)
to elect one or several persons to be the Company’s director but cannot
distribute their votes to any particular person or persons;

  (3) Person who receives the highest votes arranged in order from
  highest to lowest in a number equal to that of the number of directors
  to be appointed are elected to be the Company’s director. In the event
  of a tie at lower place, which would not make the number of directors
  greater than the required, the Chairman of the meeting shall cast the
  deciding vote.

Term of Directorship

1. Term of directorship is as follows:

1.  At the annual general meeting of shareholders, one-third of the
    directors shall vacate office. If one third is not a round number,
    the number closet thereto shall be the applicable number. The
    vacating directors may be re-elected.

2.  In the case of a vacancy in the position of director, for reasons
    other than the completion of the term, the Board of Directors shall
    appoint a new director with the required qualifications, and without
    any characteristics that would prohibit him/her from acting as
    director, according to article 68 of the Public Companies Act B.E.
    2535, to serve as a new director in the next board meeting,
    excluding such case where the remaining term is less than two
    months. Such appointed directors shall assume the position for the
    remaining term of the vacating director.

2. Term of membership of the Audit Committee is as follows:

  2.1 A Committee Member shall serve for a term of not exceeding three
  years. A retiring member may be re-elected. A Committee member who has
  completed a total of nine (9) years or three (3) consecutive terms,
  the Board shall review their respective independence qualifications
  each year.

  2.2 A Committee Member who wishes to resign during his or her term of
  office must give notice to the Chairman of the Board of Directors. The
  resignation date is effective upon the Company receiving the notice in
  order that the Board of Directors can appoint other qualified
  directors for replacement with regards to the remaining term of
  office. The Board of Directors must fill the vacancy within 90 days
  from the date on which such Committee Member resigned.

  In the case that all members vacate office except otherwise by reason
  of disqualification or as prohibited by law, the Audit Committee shall
  remain in office as necessary until a new Audit Committee is
  appointed.

Remuneration for Directors and Management

The Company has specified the remuneration for directors at the rate
used within the industry. The remuneration is also sufficient to
maintain quality directors with the Company. The remuneration for the
management is in accordance with the Company’s operational performance
and performance of the individuals.

The Remuneration Committee will determine necessary and appropriate
remuneration, both monetary and non-monetary terms for the Company’s
directors, members of the sub-committees, chairman of executive
committee, chief executive officer including executives reporting to
chief executive officer; provided remuneration for directors and members
of the sub-committee shall be proposed to the Company’s general
shareholders’ meeting which is held on an annual basis.

(1) Directors’ remuneration

Total monetary remuneration for 6 directors as they are the Chairman of
the Board, independent director, and non-executive directors was totaled
Baht 14.58 million. The remuneration was paid from 2012 operating
results as it was approved by general meeting of shareholders in an
amount of not exceed Baht 20,000,000, which was comprised of monthly
allowance, meeting allowance and bonus payments. In this regards,
executive director is not entitled to receive remuneration as directors.

Directors’ remuneration for the year 2012

+------------------------+------------+---------------+--------------+
| Director               | Monetary   |               |              |
|                        | Re         |               |              |
|                        | muneration |               |              |
|                        | (Baht)     |               |              |
+------------------------+------------+---------------+--------------+
|                        | Monthly    | Meeting       | Annual       |
|                        | Retainer   | Allowance     |              |
|                        |            |               | Remuneration |
+------------------------+------------+---------------+--------------+
|   Board                |            |               |              |
+------------------------+------------+---------------+--------------+
|   Chairman             | 200,000    | x             |             |
+------------------------+------------+---------------+--------------+
|   Member               | 50,000     | 25,000        |             |
+------------------------+------------+---------------+--------------+
|   Audit Committee      |            |               |              |
+------------------------+------------+---------------+--------------+
|   Chairman             | 25,000     | 25,000        |             |
+------------------------+------------+---------------+--------------+
|   Member               | x          | 25,000        |             |
+------------------------+------------+---------------+--------------+
|   Nomination and       |            |               |              |
|   Corporate Governance |            |               |              |
|   Committee            |            |               |              |
+------------------------+------------+---------------+--------------+
|   Chairman             | 10,000     | 25,000        |             |
+------------------------+------------+---------------+--------------+
|   Member               | x          | 25,000        |             |
+------------------------+------------+---------------+--------------+
| Remuneration Committee |            |               |              |
+------------------------+------------+---------------+--------------+
|   Chairman             | 10,000     | 25,000        |             |
+------------------------+------------+---------------+--------------+
|   Member               | x          | 25,000        |             |
+------------------------+------------+---------------+--------------+
|   Executive Committee  |            |               |              |
+------------------------+------------+---------------+--------------+
|   Chairman             | 10,000     | 25,000        |             |
+------------------------+------------+---------------+--------------+
| Member                 | x          | 25,000        |             |
+------------------------+------------+---------------+--------------+

Notes: 1) Director who is executive, staff, or shareholder of the
Company is not entitled to receive such

remuneration.

  2) Chairman of the Board is not entitled to receive an additional
  monthly retainer or meeting

  allowance if he or she chairs any of the sub-committees.

The Policy above is the same as that of the year 2011.

The remuneration for 6 directors in yeas 2012 is as follows:

+-----------------------+--------------------------+------------------+
| Name                  | Position                 | Remuneration for |
|                       |                          | 2012             |
|                       |                          |                  |
|                       |                          | (Baht)           |
+-----------------------+--------------------------+------------------+
| Dr. Paiboon           | Chairman of the Board of | 2,950,000        |
| Limpaphayom           | Directors                |                  |
+-----------------------+--------------------------+------------------+
| Mr. Aviruth           | Chairman of the Audit    | 3,675,000        |
| Wongbuddhapitak       | Committee                |                  |
+-----------------------+--------------------------+------------------+
| Mr. Surasak Vajasit   | Member of the Audit      | 2,350,000        |
|                       | Committee                |                  |
+-----------------------+--------------------------+------------------+
| Mrs. Tasanee Manorot  | Member of the Audit      | 2,325,000        |
|                       | Committee                |                  |
+-----------------------+--------------------------+------------------+
| Mr. Ng Ching-Wah      | Director                 | 2,100,000        |
+-----------------------+--------------------------+------------------+
| Dr. Montchai Noosong  | Director                 | 1,181,452        |
+-----------------------+--------------------------+------------------+
| Total                 |                          | 14,581,452       |
+-----------------------+--------------------------+------------------+

(2) Management’s remuneration

The total amount of remunerations for 8 of the management team as of 31
December 2012 was calculated at Baht 135.74 million comprising of
salary, bonus and provident fund and other benefits.

(3) Other remuneration

- None -

Corporate Governance

The Company has fully confident that a good corporate governance system,
which consists of competent management, qualified and accountable
directors, a mechanism of checks and balances for transparent and
auditable operations, respect for the rights of all shareholders, and
equitable treatment for all stakeholders is the key factor in maximizing
the economic value of the Company and increasing the sustainable
long-term return on investment to its shareholders.

The Company has introduced the corporate governance policy in compliance
with good practices recommended by SET since 14 November 2002. The
Policy has been reviewed by the Board of Directors; the lasts update was
on 20 March 2012 (Those who are interested in this policy may download
from the Company website i.e. www.ais.co.th) and has been consistently
communicated to directors, executives, and the Company’s staff. The
policy can be presented into 5 categories as follows:

1.  Board of Directors

2.  Rights and Equitable Treatment of Shareholders, and the Role to
    Stakeholders

3.  Disclosure of Information and Transparency

4.  Internal Control and Risk Management Systems

5.  Code of Business Ethics

In 2012, the report on the good corporate governance is as follows:

Chapter 1 The Board of Directors

1.1 Leadership and Vision

  The Board of Directors (the Board) is determined that the Company and
  its subsidiaries (the Company) will lead and shape the multi-media
  communications market in Thailand through innovation, customer
  experience, technology and people & culture.

  The Board must have leadership skills and clear vision, and
  demonstrate responsibility, accountability and independence in
  decision making in order to govern the Company for the greatest
  benefit of all shareholders.

  The Board shall have duties and responsibilities towards the
  shareholders in monitoring the executives’ performance. Segregation of
  duties between the Board and the executives shall be clearly defined.

1.2 Composition of the Board, Appointment and Independence

1.2.1 The Board shall be composed of experts with a wide range of
experience in various fields. There shall be sufficient directors to
govern and supervise the Company: not less than five (5) directors (as
required by law) shall sit on the Board. At least one director shall be
experienced in the area of telecommunications, and at least one director
shall be experienced in the area of finance and accounting.

1.2.2 The Board shall be representative of all shareholders, not of a
particular group of shareholders.

1.2.3 At least one-third of the Board and not less than four (4) persons
must be independent directors. More than one-half of the Board must be
non-executive directors in order to ensure a good balance between
executive and non-executive members.

1.2.4 The Board has a policy whereby the controlling shareholders of the
Company are proportionally represented.

1.2.5 The appointment of members of the Board shall comply with the
Company’s Articles of Association and all relevant laws in Thailand.
Selection of directors shall be transparent, clear, and processed
through the Nomination and Corporate Governance Committee. Consideration
shall be given to the educational and professional background of the
candidates. Sufficient information shall be provided to the Board and
all shareholders for decision making.

1.2.6 A director’s term of office is defined in the Company’s Articles
of Association. A retired director can be re-elected. However, the Board
has adopted a general policy that as regards independent directors who
have completed a total of nine (9) years or three (3) consecutive terms,
the Board shall review their respective independent qualification each
year.

 1.3 Chairman of the Board and Chairman of the Executive Committee

  Both the Chairman of the Board and the Chairman of the Executive
  Committee must be competent and possess appropriate experience and
  qualifications for their positions. In order to maintain a balance
  between the supervisory and management functions of the Company, one
  person cannot hold both these positions simultaneously.

  The Chairman of the Board is a non-executive director, the leader of
  the Board, and has duties as the chairman of both Board and
  shareholders’ meetings.

  The Chairman of the Executive Committee shall be the head and leader
  of the Company’s executives and be responsible to the Board for
  managing the Company in order to achieve all planned objectives.

 1.4 Qualifications and Requirements for the Board 

  1.4.1 A director must be capable and honest, display the utmost
  integrity, conduct the business ethically, and devote sufficient time
  to the Company in order to perform his or her duties professionally.

  1.4.2 A director shall possess necessary qualifications for his or her
  position, and not be disqualified in any way according to the Public
  Company Act B.E. 2535 or other related laws.

  1.4.3 A director can sit on the board of other companies, providing
  this does not interfere with the performance of his or her duties at
  the Company.

  1.4.4 Independent directors shall meet the same qualifications
  stipulated by the Stock Exchange of Thailand and the Securities and
  Exchange Commission. Independent directors have a duty to protect the
  interests of every shareholder in a fair and impartial manner in order
  to avoid any conflict of interests that may arise. They shall also
  attend the Board meetings and express their comments and opinions from
  an independent viewpoint.

Independent directors shall possess the following qualifications:

  1. Holding shares not exceeding 0.5 per cent of the total number of
  voting rights of the Company, its parent company, subsidiary,
  affiliate or juristic person which may have conflicts of interest,
  including the shares held by related persons of the independent
  director;

  2. Neither being nor having been an executive director, employee,
  staff, or advisor who receives salary, or a controlling person of the
  Company, its parent company, subsidiary, affiliate, same-level
  subsidiary or juristic person who may have conflicts of interest.
  Audit Committee Member who shall be appointed on or after 1 July 2010
  shall have ended the foregoing relationship not less than two years
  prior to the date of appointment;

  3. Not having any business relationship with the Company, its parent
  company, subsidiaries, affiliates or juristic persons, which may have
  any conflict of interest, in any manner that may interfere with his or
  her independent judgment, and not be, or used

  to be, a substantial shareholder or controlling person in its parent
  company, subsidiaries, affiliates or juristic persons, that may create
  any conflict of interest. Any audit committee member, who may be
  appointed on or after 1 July 2010, shall have ended the foregoing
  relationship not less than two years prior to the date of
  appointment.*

  The term ‘Business Relationship’ aforementioned under paragraph one,
  includes any normal business transaction, rental or lease of immovable
  property, transaction relating to assets or services or grant or
  receipt of financial assistance through receiving or extending loans,
  guarantee, providing assets as collateral, including any other similar
  actions, which result in the Company or its counterparty being subject
  to indebtedness payable to the other party in the amount of three
  percent or more of the net tangible assets of the Company or twenty
  million Baht or more, whichever is lower. The amount of such
  indebtedness shall be calculated according to the calculation method
  for value of connected transactions under the Notification of the
  Capital Market Supervisory Board Re: Rules on Connected Transactions
  mutatis mutandis. The consideration of such indebtedness shall include
  indebtedness taking place during the course of one year prior to the
  date on which the business relationship with the person commences.*

  4. Not being a person related by blood or registration under laws,
  such as in the manner of father, mother, spouse, sibling, and child,
  including spouse of the children, executives, major shareholders,
  controlling persons, or persons to be nominated as executive or
  controlling persons of the Company or its subsidiary;

  5. Not being a director who has been appointed as a representative of
  the Company’s director, major shareholder or shareholders who are
  related to the Company’s major shareholder;

  6. Neither being nor having been an auditor of the Company, its parent
  company, subsidiaries, affiliates or juristic persons which may have
  any conflict of interest and not having been a substantial
  shareholder, controlling person or partner of an audit firm which
  employs auditors of the Company, its parent company, subsidiaries,
  affiliates or juristic persons which may have any conflict of
  interest. Any audit committee member, who may be appointed on or after
  1 July 2010, shall have ended the foregoing relationship not less than
  two years prior to the date of appointment.*

  7. Neither being nor having been any professional advisor including
  legal advisor or financial advisor who receives an annual service fee
  exceeding two million Baht from the Company, its parent company,
  subsidiaries, affiliates or juristic persons which may have any
  conflict of interest, and not having been a substantial shareholder,
  controlling person or partner of the professional advisor. Any audit
  committee member who may be appointed on or after 1 July 2010, shall
  have ended the foregoing relationship not less than two years prior to
  the date of appointment.*

  8. Not conducting any business of the same nature as the Company’s or
  its subsidiaries’ businesses and is in competition with them in any
  material respect, nor being a substantial partner, shareholder holding
  more than one (1) percent of the voting shares, director (having
  management role), employee, officer or advisor (obtaining a regular
  salary) of any company whose business is of the same nature as the
  Company’s or its subsidiaries’ businesses, and is in competition with
  them in any material respect.*

  9. Not having any other manners, which may render him or her incapable
  of expressing independent opinions with regard to the Company’s
  business affairs.*

  *To be revised by the resolution of the Board of Directors’ Meeting
  No. 3/2012, on 20 March 2012

1.5 Major Responsibilities and Scope of Duties of the Board

1.5.1 Perform its duties with honesty, integrity and prudence in
accordance with the law and the Company’s objectives and articles of
association including the resolutions of shareholders’ meetings, and
carefully protect the Company’s interests.

1.5.2 Set out the vision, policy and direction of the Company’s
operations and supervise the management team to act in accordance with
plans which are set out efficiently and effectively, and thereby
maximize the economic value and wealth of the Company and its
shareholders.

1.5.3 Consider and approve major issues such as large investments,
policy, management authority, and any transactions as prescribed by law.

1.5.4 Approve or agree to all major related transactions between the
Company and its subsidiaries in compliance with the relevant
notifications, regulations and guidelines of the Stock Exchange of
Thailand.

1.5.5 Assess the performance of the Executive Chairman and the executive
directors, and fix appropriate remuneration on a regular basis.

1.5.6 Be responsible for overseeing operational results and the
management team’s performance to ensure due attentiveness and care.

1.5.7 Arrange appropriate accounting systems, including the production
of financial reports and a reliable auditing system; oversee and monitor
the effectiveness and efficiency of the internal control, internal audit
and risk management systems.

1.5.8 Ensure avoidance of conflicts of interest amongst the Company’s
stakeholders.

1.5.9 Supervise business operations to enforce ethical work standards.

1.5.10 Annually review the Company’s corporate governance policy and
assess due compliance.

  1.5.11 Report on the execution of the Board’s responsibility to
  prepare financial reports, along with the external auditor’s report in
  the annual report covering key issues according to the Company’s
  policy statement and the Stock Exchange of Thailand’s Code of Best
  Practices for Directors of a Listed Company.

1.6 Board of Directors’ Meeting

  The Board of Directors is scheduled to convene at least 6 regular
  meetings per year in accordance with the schedule that are planned in
  advance, and when deemed necessary, the Chairman of the Board of
  Directors may call extraordinary meetings. The Chairman or
  Vice-Chairman, as delegated, shall distribute a clearly stated meeting
  agenda along with invitations and sufficient supplementary
  documentation at least seven days before every meeting in order that
  information pertaining to the meeting can be studied in good time.

  The Chairman of the Board shall preside over the meetings, be
  responsible for monitoring the proceedings, and allocate sufficient
  time to each item on the agenda for the directors to discuss, express
  their opinions independently, and represent all the shareholders and
  interested persons equally. The relevant members of the management
  team are also required to provide the necessary information for
  consideration of important matters.

  The Company Secretary is responsible for supporting the Board of
  Directors, coordinating between the Board and the management,
  publishing and circulating of Board minutes within fourteen (14) days
  after each meeting. He/she is responsible for filing the minutes and
  directors’ personal information. In addition, he/she is also
  responsible for assisting the Board to perform their duties as
  required by law, the Company’s articles of association, and the

  resolutions of shareholders’ meetings, promoting the good corporate
  governance and being a contact center for investor, as well as
  performing other tasks as stipulated by laws.

 1.7 Non-executive Directors Sessions

  The non-executive directors shall conduct meetings without the
  presence of executive at least once a year. This is to give an
  opportunity to discuss any subjects of interest related to the
  business operations of the Company.

  The Chairman of the Board shall preside over these executive sessions.
  If the Chairman of the Board is unable to attend, the directors who
  are present shall select and appoint one of their members to chair the
  meeting. The Company shall provide a secretary to these executive
  sessions.

There was 1 non-executive director session in the year 2012.

 1.8 Succession Plan

  A succession plan for the Chairman of the Executive Committee and
  senior executives shall be developed in order to maintain the
  confidence of shareholders and stakeholders and allow business
  operations to continue without interruption when these positions
  become vacant.

  The Board has authorized the Nomination and Corporate Governance
  Committee to set up succession planning criteria for the Chairman of
  the Executive Committee whenever this position becomes vacant. The
  succession plan shall be reviewed annually and the Chairman of the
  Executive Committee shall update the Board on a regularly basis.

 1.9 Communication with Management

  The directors shall be allowed to access and communicate directly with
  the management team and the Secretary to the Board. However, this
  access and communication should not interfere with or interrupt the
  Company’s normal business operations.

 1.10 Remuneration

  The remuneration for the Company’s directors and executives shall be
  in line with their duties, responsibilities and contribution, and be
  comparable to industry standards in order to retain and motivate
  qualified people. The Remuneration Committee shall consider and
  propose adequate and appropriate compensation to the Board and
  shareholders on an annual basis for their approval.

 1.11 Training and Development

  A newly-appointed director shall be provided with all necessary
  details about the Company, applicable laws and regulations, and
  information on the current business environment in order to facilitate
  his or her duties. A continual training and development programmed
  will also be provided to equip each new director with all the
  necessary skills required to discharge his or her duties and govern
  the Company efficiently. In 2012, the Company provided 1 development
  program and a tour study at mobile phone operators in Portugal and
  Spain during 17-23 November 2012.

 1.12 Board Assessment 

  The Board shall evaluate its own performance annually in order to
  improve this and ensure that it performs its duties according to the
  approved corporate governance policy and/or the latest good practices.

  The Board undertook a self-assessment by filling a form in which there
  were 6 topics of assessment as follows:

  1. Structure and characteristics of the board

  2. Roles and responsibilities of the board

  3. Board meetings

  4. The board’s performance of duties

  5. Relationship with management

  6. Self-development of directors and executive development

Chapter 2 Rights and Equitable Treatment of Shareholders, and the Role
to Stakeholders

2.1 Shareholders’ Rights and Equitable Treatment

  The Board respects the shareholders’ rights and has a duty to protect
  the benefits of every shareholder equitably, regardless of whether
  they are retail, local or foreign. Every shareholder is entitled to
  the rights and equitable treatment detailed below:

  2.1.1 The Company paid dividend to its shareholders according to their
  number of

  shareholding. In 2012, the Company paid dividend twice a year; the
  first dividend

  payment is on 23 April 2012 at the rate of Baht 4.26 per share and the
  second is on 6 September 2012 at the rate of Baht 5.90 per share. Such
  payment is compliance with the Company’s dividend policy.

  2.1.2 The Company paid an interest to its debenture holder 4 times a
  year in accordance with the rate disclosed in the Company’s prospectus
  and offering circular.

  2.1.3 The Company has its policy to protect and promote the basic
  shareholder rights such as participation and casting the vote in
  shareholders meeting, election members of the Board, fixing directors’
  remuneration, appointing the Company’s auditor, and other matters that
  will be effected to the Company.

  2.1.4 The Company organized the meeting for analysts and investors on
  yearly and quarterly basis via briefing with management, conference
  call, and domestic and international Roadshow every year. The
  Company’s also joined ‘Opportunity Day’ organized by SET in every
  quarter in order to make more accessible channels to its minor
  shareholder and institutional.

2.2 Shareholders’ Meetings

  In 2012, the Company held its Annual General Meeting of Shareholders
  on 28 March 2012 during 14.00 - 17.00 hours at the Vibhavadee
  Ballroom, Centara Grand Central Plaza Ladprao 1695 Phaholyothin Rd.
  Chatuchak, Bangkok, which is convenient to shareholders. In the
  meeting, voting was undertaken sequentially according to the agenda
  and each agenda was approved by the shareholders.

2.2.1 The Company invited its shareholder to propose agenda item and to
nominate the qualified person to be elect as the director for the 2012
general meeting in advance. The proposal shall comply with the criteria
fixed by the Company and shall propose within October 2011 to December
2011, the Company also announced to the Stock Exchange of Thailand and
on the Company’s website at http://investor.ais.co.th. In 2012, there
were no shareholder propose both agenda item and candidate.

2.2.2 The Company served a notice of the meeting and other supporting
documents to its shareholder not less than 21 days prior to the meeting
date and posted on the Company’s website at http://investor.ais.co.th
not less than 30 days in advance. Therefore, the shareholder can access
the information concerning the meeting and have adequate time to
consider the matter.

The notice is indicate list of identification documents or evidence
required for meeting attendance, opinion of the Board in every agenda
items, and channel to submit question in advance.

2.2.3 The Company provided the opportunity to shareholders who are
unable to attend the meeting for exercising their tights by appointing
other person or an independent director who is

appointed by the Company to attend the meeting and cast the vote on
their behalf. The Company facilitated all shareholders by providing
proxy along with the notice.

2.2.4 On the day of the meeting, shareholders can register their right 2
hours before the meeting commences.

2.2.5 The Company accommodated the most convenience for shareholders in
case there are any recommendations or questions concerning the meeting
agenda or performance. The Chairman allocated appropriate and adequate
time to shareholders. All directors, especially the Chairman of the
Board of Directors and the Chairman of all sub-committee, delegated as
their duty

to attend the meeting in order to answer the question the shareholders
might have. In addition, questions, issues or important opinions are
recorded in the minutes.

2.2.6 The Company disclosed the resolution of the general meeting via
SET’s channel and the Company’s website within 14 days after the meeting
and also published the notice through SET’s channel so as to acknowledge
shareholders or investors.

2.3. Communication with Stakeholders

  The Company is aware of the rights of stakeholders who may wish to
  offer in writing any suggestions, report unfair treatment, illegal
  acts, or any activity that infringes the Company’s Business Ethics, to
  the Company Secretary at the following address :

Advanced Info Service Public Company Limited

Company Secretary Office

414, 1^(st) Floor, Intouch Tower,

Phaholyothin Rd, Samsen Nai,

Phayathai, Bangkok 10400

or email to companysecretary@ais.co.th

  All suggestions, complaints or reports shall be forwarded to the
  related parties and all actions taken reported to the Board of
  Directors.

2.4 Role to Stakeholders

  The Company is aware of the rights of stakeholders and has a policy to
  ensure the importance of these rights by the appropriate
  prioritization of all stakeholders as follows: shareholders,
  employees, executives, customers, partners, creditors, and society.
  Cooperation between stakeholders shall be established according to
  their roles and responsibilities so that the Company can run its
  operations smoothly and effectively in order to benefit all groups of
  stakeholders fairly.

Chapter 3 Disclosure of Information and Transparency

Roles and Duties of the Board regarding Information Disclosure and
Transparency

  1. The Board of Directors has its duty to disclose the Company’s
  financial information and non-financial information in accordance with
  the regulations of SEC and SET and other relating notification with
  accurately, completely, punctually, and transparently to all
  shareholders and stakeholders with equity manner.

  2. The Company has set up the Investor Relations department that
  regularly communicates with the shareholders, investors, and analysts
  by channel below:

Telephone (66) 2299 5014, (66) 2615 3112

Facsimile (66) 2299 5165

Email investor@ais.co.th

Website http://investor.ais.co.th

  In addition, the Compliance department is responsible for information
  disclosure all significant information to its shareholder and investor
  via many channels such as the Company’s website, SET’s channel, and
  annual report etc. The Company should ensure that all the information
  is disclosed

  correctly, accurately, on timely basis, and completely in accordance
  with details required by law, and also make a confidence to its
  shareholders.

3. The Company fixed the silent period for a period of 30 days ahead of
results announcement date to avoid from answering any questions in
regards to the upcoming operating results which will be affected to
stock price. This is included the corporate news or upcoming financial
results disclosed by managements and IR. The Company adheres to its
principle of providing equal and accurate information to the public

4. The Company has a policy to disclose the following information to the
public:

  4.1 The Company’s objectives.

  4.2 The Company’s financial status and operating performance,
  shareholding structure, and voting rights.

  4.3 Name lists of directors and sub-committee members, Chairman of
  Executive Committee, Chief Executive Officer and directors’
  remunerations.

  4.4 Risk factors and risk management policies on material and
  foreseeable risks, both operational and financial.

  4.5 Corporate governance structures and policies including the
  responsibility of the Board regarding financial reports, the reports
  of the Chairman of the Audit Committee, and all other related reports.

  4.6 The total attendance of each director and/or each sub-committee
  member at their respective meetings comparing with the total number of
  each meeting in each year shall be disclosed in the annual report.

  In addition, the Company is under obligation to disclose any
  information that is required by law or related regulations so that
  potential investors or those interested in shares of the Company may
  exercise discretion of their decision via all channels of SET or the
  Company’s website http://investor.ais.co.th

Chapter 4 Internal Control and Risk Management Systems

4.1 Internal Control

  The Board shall arrange and maintain the Company’s internal control
  system in order to safeguard the shareholders’ investment capital and
  the Company’s assets. The Board also reviews the efficiency of the
  internal control system at least once a year. The review shall cover
  all matters pertaining to financial controls, operational controls,
  compliance controls and risk management. The report thereby provided
  in Section 1 page 90

4.2 Internal Audit

  There shall be an internal audit unit, reporting functionally and
  directly to the Audit Committee and Chief Executive Officer. The
  internal audit unit’s responsibilities are to cover consulting
  services, and to audit and evaluate the internal control system, the
  risk management system and the corporate governance system. The report
  on its performance provided in Section 1 page 90

4.3 Risk Management 

  There shall be a risk management committee, consisting of all
  department heads and presided over by the President of the Company.
  The duties of the Risk Management Committee are to evaluate and

  review the results of risk assessment in each department, report these
  results to the Audit Committee, and review the risk management plan
  and policy for the Board’s approval at least once a year.

  Risk management is a part of the Company’s annual business plan
  process and is aligned with its objectives, goals, and strategic plan
  of the Company. As the risk owners, management and all staff members
  shall be responsible for assessing the risks related to their
  respective departments and

  business processes, so as to evaluate the effectiveness of existing
  controls, and propose action plans for mitigating the risks as well as
  reporting them to the Risk Management Committee, the Audit Committee,
  and the Board. For more details, please refer to Section 1 page 90

Chapter 5 Code of Business Ethics

  The Company has issued the Code of Business Ethics which is a part of
  good corporate governance policy as guidelines of practices for
  directors, management and all employees with integrity and honesty.
  The Company also appointed the Committee on Code of Business Ethics
  since 2006. The Code of Business Ethics covers the followings:

 5.1 Responsibility to Shareholders

  The Company acts as a representative to its shareholders in carrying
  out the business in order to maximize shareholder satisfaction with
  regards to sustainable growth of the Company’s value in the long term
  future, and the disclosure of transparent and reliable information to
  its shareholders.

 5.2 Responsibility to Customers 

  Customer satisfaction and consumer confidence are very important to
  the Company, which aim in year 2012s to provide high quality goods and
  services at reasonable prices, and maintain a good relationship with
  its customers. In this regards, the report on the responsibility to
  customers is provided in Section 1 page 77

 5.3 Responsibility to Business Partners and Creditors

  The Company’s dealings with any business partner shall be conducted in
  a manner that upholds its reputation and all relevant laws. All
  Company personnel must be aware of the common interests of the
  Company’s business partners and treat them equitably. The selection of
  business partners shall be fair. The Company shall also consider its
  business partners to be the key factor in jointly creating a value
  chain for customers.

  The Company shall keep all its promises and perform in accordance with
  the terms and conditions agreed with its creditors for the repayment
  of principal and interest, as well as safeguarding all guaranteed
  assets.

 5.4 Responsibility to Staff

  All members of staff are valuable assets and a critical success
  factor, so the Company must place emphasis on developing and promoting
  a good culture and working atmosphere, teamwork, courtesy, and respect
  for individuality. In this regards, the report on the responsibility
  to staff in year 2012 is provided in Section 1 page 79

 5.5 Business Competition 

  The Company has a policy of free and fair competition, and will not
  acquire information about its competitors by any illegal or unethical
  methods.

 5.6 Responsibility to Society, Environment and Compliance with Universal Declaration on Human Rights

  The Company is aware that it is a Thai company and has a
  responsibility to Thailand and Thai society. The Company is committed
  to making a contribution to society by supporting activities of public
  interest and cooperating with the communities in which those
  activities are located.

  The Company has a policy to produce goods and render services that are
  environmentally friendly and comply with all related environmental
  laws.

  In 2012, The Company’s activities that protect the environment, save
  energy, and respect in human rights is provided in Section 1 page 77

 5.7 Conflict of Interests 

  Directors, management, and staff members at all levels involved in any
  outside interest or additional source of remuneration which may impair
  their independence towards performing their duties, or may affect the
  interests of the Company or their customers, shall adhere to the
  following regulations:

5.7.1 Receiving money or other remuneration

  Directors, management, and staff members at all levels shall not
  personally receive any money or benefits from the Company’s customers
  or business partners, or from any other persons when working on behalf
  of the Company.

  Directors, management, and staff members at all levels shall not
  borrow or raise funds from, or lend money to, the Company’s customers
  or business partners, unless they are independent customers of banks
  or financial institutions which are connected to the Company.

5.7.2 Engaging in other business outside the Company and subsidiaries

  Directors, management, and staff members at all levels shall not
  engage in any other business that affects their performance, duties
  and working hours in the Company. Every member of the Company is
  prohibited from participating in any other business which is in
  competition with the Company and subsidiaries, regardless of whether
  the management or the staff directly or indirectly benefit from that
  business.

5.7.3 Engaging in business with the Company and subsidiaries

  Every director, manager and staff member shall disclose his or her
  relationship to any other business entity the Company may be dealing
  with, according to the Company’s disclosure criteria.

  No director, manager or staff member may approve a business
  transaction on behalf of the Company if he or she has a conflict of
  interests related to that transaction.

  Prior to entering into any business dealings, the management of the
  Company has a duty to determine the relationship between business
  partners and the Company’s directors, managers and staff members who
  are conducting business with those partners.

  The definition of “relationship” is given in the Notification of the
  Board of Governors of the Stock Exchange of Thailand, Re: Disclosure
  of Information and Act of Listed Companies Concerning Connected
  Transactions.

5.7.4 Outside directorships

  The Company has no policy to nominate members of its management team
  as board members of a company outside the Company and subsidiaries. In
  the event that a member of the management team is invited to serve on
  the board of a company outside the Company and subsidiaries, approval
  is required from the Company, unless the invitation is for a
  non-profit organization and does not infringe any related laws or
  regulations governing the Company’s business. Furthermore, the person
  involved shall not use his or her position in the Company to promote
  the business of the outside company.

  ---------------------------------- ------------------------------------
  Title                              Approved by:

  Manager with job grade 13-15       The Chairman of Executive Committee

  Manager with job grade 15 and      The Executive Committee
  above                              

  Executive Director                 The Board of Directors
  ---------------------------------- ------------------------------------

5.7.5 Receiving gifts and entertainment

  Every director, manager and staff member should refrain from accepting
  monetary or non-monetary gifts from the Company’s business partners,
  suppliers, customers, creditors or any other person they are dealing
  with on behalf of the Company. The only exceptions are traditional,
  seasonal gifts which are in accordance with normal cultural practice.
  The value of any gift received may not be over Baht 5,000: if the
  value is above this amount, the recipient must consult his or her
  immediate supervisor for advice.

  Every director, manager and staff member can accept normal business
  entertainment provided by business partners, suppliers, customers,
  creditors or any other person they are dealing with on behalf of the
  Company. However, any member of the Company accepting this
  entertainment should exercise good judgment and due care regarding the
  nature of the entertainment to ascertain that it is in line with
  normal business relationships.

5.7.6 Accepting invitations to seminars, business events and company
visits

  Every director, manager and staff member can accept invitations to
  seminars, business events and company visits where the traveling
  expenses are sponsored by suppliers, customers, creditors or any other
  person they are dealing with on behalf of the Company. However, the
  aforementioned activities must benefit the Company’s business and be
  authorized by the relevant supervisor. No director, manager or staff
  member may accept spending money or other benefits provided for these
  events.

 5.8 Giving Gifts, Entertainment and Gratuities

  The Company has no policy to give money, incentives or other special
  benefits to its suppliers, customers, creditors or any other person in
  order to influence, or in exchange for, business deals, with the
  exception of providing normal business entertainment, trade discounts
  or promotional campaigns.

 5.9 Participation in Political Activities 

  The Company has a policy of political neutrality and does not make
  donations to any political party. The Company also avoids activities
  that may favor any particular political party.

  Directors, management, and staff members at all levels are able to
  participate in political activities under the terms of the
  Constitution of Thailand. However, no members of the Company shall
  claim the status of being a Company employee or use any of the
  Company’s property or equipment for the purpose of political
  activities.

  Any director, manager or staff member who accepts a politically
  related position or stands for any local or national elections in any
  constituency in Thailand must resign from the Company forthwith.

 5.10 Safeguarding the Company’s Assets

  Directors, management, and staff members at all levels are responsible
  for looking after, maintaining and maximizing the use of property and
  fixed assets belonging to the Company, and shall not use any of these
  for their own or others’ benefit.

  The Company has a policy to prepare all business documents and
  financial reports, and record all accounting and financial data on an
  honest and timely basis, in compliance with generally accepted
  accounting standards and related laws.

  No director, manager or staff member may disclose material inside
  information to any party that has no right to access that information.
  It is the duty of every member of the Company to secure and protect
  confidential information, data and documents.

 5.11 Use of Inside Information and Trading of the Company’s Securities 

  Directors, management, and staff members at all levels shall not use
  any significant inside information about the Company which has not
  been disclosed to the public, for their own or others’ benefit.

  Directors, management, and staff members at all levels shall have the
  right and freedom to invest and trade in the securities of the
  Company. However, in order to prevent conflict of interests, all
  directors and employees should avoid or suspend trading for a period
  of 30 days prior to the disclosure of all financial statements to the
  public.

 5.12 Distribution of Information and Interviews with the Press or Public

  The distribution of information about the Company shall be conducted
  in a factual, accurate and careful way.

  A Company employee who is not authorized or assigned to speak to the
  press shall not give any interview with the media or the general
  public, nor disclose any information about the Company and
  subsidiaries which may adversely affect their reputation or business
  operations.

 5.13 Connected Transactions 

  In the case of related transactions amongst the Company and
  subsidiaries, the Company shall conform to the rules and procedures of
  granting approval by upholding its best interests as if the Company
  were dealing with outside parties on an arm’s length basis.

 5.14 Compliance with Laws, Rules and Regulations 

  Directors, management and staff members at all levels shall abide by
  the law and all related rules and regulations pertaining to their
  position. No member of the Company shall commit or support illegal
  acts.

 5.15 Supervision and Administration 

5.15.1 Every director, manager and staff member shall acknowledge,
understand, and strictly adhere to the Company’s Code of Business Ethics
(the “Code”) in the performance of his or her duties. If any unethical
conduct is discovered, the Company shall consider and take reasonable
actions against wrongdoer; and if such non-compliance act is against the
Company’s general regulations or working regulations, he/she should be
punished appropriately.

  5.15.2 It is the duty of every director, manager and staff member to
  read the Code, including all amendments that are made, and sign an
  agreement to abide by its conditions.

  5.15.3 All executives and supervisors should behave as role models for
  the staff, promote the Code among their subordinates and encourage all
  of them to comply with its conditions.

  5.15.4 A Code of Business Ethics Committee shall be established,
  composed of the Company’s Chief Executive Officer, acting as the
  chairperson, and other department heads including Internal Audit,
  Human Resources and Legal. The roles and responsibilities of the
  committee are as follows:

-   Periodically review and update the Code.

-   Receive and investigate any complaints regarding non-compliance with
    the Code.

-   Answer any questions that may arise and provide an interpretation of
    the Code if a situation is unclear.

-   Annually report the committee’s activities to the Executive
    Committee.

-   Create awareness and promote the Code within the Company and provide
    training for the staff in order to encourage every employee to
    behave in accordance with the Code.

-   Appoint other working sub-committees to perform tasks as delegated
    by the Committee.

5.15.5 Any waivers to the Code, for senior executives and directors must
be approved by the Board.

 5.16 Reporting of Non-Compliance and Whistle Blower Protection

  Every director, manager and staff member has a duty to report any
  activity that infringes the Code or situation where they were forced
  to perform a task that conflicts with the Code, to their supervisor, a
  senior executive, or the Business Ethics Committee, as the case may
  be.

  The Company has established the Reporting and Investigation of
  Misconduct and/or Fraud and Whistle Blower Protection Policy in which
  any director, executive and staff member can report a case of fraud,
  dishonest practice or non-compliance with business ethics.

  The Company has a policy to protect the identity of anyone who reports
  non-compliance with the Code. All information received will be treated
  in the strictest confidence and the Company will not take any
  disciplinary action against the person reporting the allegation if
  that person acted in good faith.

  In 2012, AIS was evaluated by the Thai Institute of Directors (IOD) at
  “Excellence Level” or [][][][][] for 4 consecutive years.

Social Responsibility

Advanced Info Services Public Company Limited

AIS has conducted its business with Corporate Social Responsibility by
incorporating it as a fundamental factor of the Company’s missions. We
also committed to applying such principles to create sustainable growth
for the company and for Thai society.

1. Responsibility to the environment

 Green network friendly to the environment

In addition to placing consideration on the importance of base station
locations and engineering constructions, AIS also places emphasis on
being a Green Network to remain friendly to the environment. We choose
alternative energy as a substitute for petroleum in generating
electricity by installing solar panels in our 22 base stations. We also
install insulation inside our switching centers to save energy and
stabilise room temperature. With this method, the many large-scale air
conditioners previously used at our base stations can be replaced by
high-quality fans. Currently, there are more than 10,000 base stations
that have switched to using high-quality fans, accounting for 70 percent
of all AIS base stations. This project not only reduces the amount of
Chlorofluorocarbons (CFC) in the ozone layer, but also saves fuel
consumption at each base station by 30 percent.

 Disposal of mobile phone batteries

An internationally certified company has been selected to carry out the
AIS recycling process with the aim of protecting the environment as well
as reducing manufacturing waste. AIS initiated this campaign to raise
awareness of the possible dangers from disposing unused batteries
improperly. For public safety and the reduction of toxic waste into the
environment, AIS has encouraged the public to turn in unused or
defective mobile phone batteries regardless of the brand or model at any
of the 33 AIS branch offices nationwide. CPAC, one of AIS’s enterprise
accounts, took part in this recycling campaign by calling on its
employees to discard their unused batteries properly for recycling.

2. Responsibilities to consumers

AIS has always placed special emphasis on offering a high quality
network and nationwide coverage in order to ensure communication
efficiency. Premium services and innovations are continually introduced
to fulfil subscribers’ needs. Our responsibilities to consumers are as
follows:

• Fair practices for consumers

1.  Offering quality products and services, including new programmes and
    applications to suit the various lifestyles of both individual and
    corporate consumers

2.  Offering integrated services such as substitute handset and birthday
    privileges etc.

3.  Offering privileges that benefit customers’ daily lives under the
    “AIS Plus” and “Serenade” brands by working together with different
    business partners nationwide

4.  Enhancing convenience and number of service points

5.  Providing complete and accurate product and service information

6.  Offering a system which enables AIS to record customer data as well
    as information on sales promotions in case of on-hand requests

7.  Training our staff to be knowledgeable and expert in our products
    and services in order to facilitate our customer inquiries

8.  Arranging service contracts according to legal requirements;
    ensuring contracts clearly state service conditions, such as service
    rate, payment, period of service and service cancellations

9.  Ensuring customer information is not disclosed without authorisation
    either from the customer or an authorised company representative,
    except for information which must be disclosed as per legal
    requirements.

 Protection of customer health and safety

1.  Construction of towers must be safe and in accordance with approved
    engineering standards

2.  Evaluations of the spread of electrical fields from base stations
    must be in accordance with international standards, and construction
    of the base stations must be in line with the announcement by the
    National Telecom Commission on the requirements and measures for the
    safety of human health from the use of transportation radio
    communication 2007

3.  Coverage of electrical fields must be in accordance with laws
    pertaining to the provision of public information through printed
    materials regarding electrical magnetic currents

4.  Materials regarding knowledge of electrical fields are distributed

-   Sustainable Consumption

AIS promotes the collection of unused or worn out batteries from
consumers and the public for recycling according to worldwide accepted
standards through the “AIS: give back batteries, give back the world”
project.

• Service, support and settlement of consumer complaints and disputes

1.  New mobile phones are offered in cases of breakdowns or faults
    resulting in customers being unable to use their mobile phone within
    seven days of purchase.

2.  Customer relations officers are readily available to handle customer
    inquiries and answer any questions they may have to help create
    better understanding.

3.  Public information and advertisements are presented through
    different media such as television, newspaper and magazine, while
    AIS Call Centers are always ready to provide any possible assistance
    customers may need.

4.  AIS Call Center receives complaints and provides necessary
    information or clarification to resolve any disputes.

• Customer Information and Privacy

1.  AIS stores necessary personal information as required by the law and
    agreed by customers.

2.  AIS strictly stores and protects customer information

3.  AIS allows customers to check their personal details through
    eService.

4.  AIS will store customer service information for up to the past three
    months where customers can be traced.

5.  The Company employs customer information protection systems, such as
    specification of the right to access information through use of a
    personal password.

• Access to necessary services

1.  AIS uses a system which sends a reminder SMS in cases of pending
    payments.

2.  AIS has a mobile support vehicle to provide assistance in areas
    where help is needed such as in times of natural disasters.

• Provision of information and creation of awareness

1.  AIS used printed materials to inform the public about the coverage
    of electrical magnetic fields from our base stations and the safety
    of radio communications.

2.  AIS has set up a complaint center to help provide possible solutions
    to problems.

3. Responsibility for employees

-   Employment

In 2012, AIS recruited employees to work in service and technical areas
in preparation for future network management and to accommodate new
technology.

The employee selection process focuses on equality and fairness (merit
system) with comprehension tests and interviews by highly experienced
committee members to ensure maximum transparency.

AIS has placed special emphasis on treating its employees like members
of the AIS family. Employees are well looked after in terms of
compensation, privileges and benefits. Employees work in a warm and
friendly working environment. They are encouraged to share their views
and experiences, while senior employees will assist their junior
colleagues by providing them with advice and support, which in turn
fosters a friendly atmosphere and happy workplace.

As a part of Thai society, AIS also recognises the abilities of disabled
people, especially those who are deaf or blind. AIS provides job
opportunities for disabled people in accordance with their knowledge and
ability. A number of disabled people are currently working in customer
relations at AIS Call Centers.

-   Management of benefits

AIS offers benefits and privileges for staff members and their families
under the Flexible Benefit policy. Key benefits include:

- Annual health checks-up

- Nursing room with on-call doctors, and physical therapy room

  - Medical fees, health insurance and life insurance, as well as per
  diem and accommodation allowance

- Wage increase for daily workers from Bath 300 to 330

- Salary increase for service-staff members from Bath 13,000 to 15,000

- Salary increase for technicians from Bath 9,000 to 11,000

- Provident Fund with seven percent top-up from the Company

- Scholarships for employees’ children

- AIS Cooperative

- Gift baskets for patients in hospital

- Spousal assistance

- Compensation in case of disaster’s damage

- Family support in case of close family deaths such as spouse or child
etc.

- Abortion assistance

- Uniforms for service center staff, drivers, and messengers

- Leave entitlement on birthdays or to take care of ailing family
members

- High-standard health clubs located in office buildings to promote good
health for employees

Moreover, AIS establish health campaign and provides vaccinations with
cheaper price during disease outbreaks such as swine influenza to our
staff and their family.

-   Management of Salary and Compensation

AIS is committed to providing fair compensation and appropriate pay for
each employee based on position and performance in accordance with fair
evaluations. AIS conducts research of leading companies to set
evaluation benchmarks and compensation standards which allow AIS to
compete effectively with other employers in the same industry. In this
way, both experienced individuals and the best young talent are
attracted to work at AIS.

-   Employee Relations

AIS has continuously organised various activities among employees,
between employees and management, and for employees of client companies
in order to create opportunities to express ideas and provide a chance
to enjoy numerous activities that will help create unity and happiness
among colleagues in the workplace.

In 2012, AIS organised a number of activities to enhance morale and
foster a greater work ethic not only among employees, but also in turn
on a company, social and national level.

- A staff party and activities are organised annually to help enhance
both personal and professional relations among employees. In 2012, the
AIS Unlimited Party 2012 was organised to entertain employees with food,
games and shows from a variety of performers.

- Smile on Children’s Day was organised for disabled children from
various charity homes nationwide, and every year our people volunteer to
give this children a full day of loving and caring.

- Flood relief was a collaborative endeavour between the public and
private sectors, and involved recruiting staff volunteers to join in the
programme’s activities, which included planting, painting school
buildings, and laying floors in 10 schools in affected areas.

- Volunteers for kids was organised to encourage staff to volunteer to
help improve the skills and knowledge of Thai youth. Students from under
privileged schools were able to gain educational out-of-class
experiences at the National Science Museum, etc.

- AIS Healthy Season 2012 raised the health awareness of staff members
through a variety of activities, including health-examination booths,
training and seminars on healthcare, personal training exercise regimens
for individual staff, and the AIS Biggest Loser Contest.

- AIS Family Day was organised for management and staff and their family
members and featured many fun and exciting activities.

- Scholarship for employees’ children were offered to build staff morale
and motivate the potential recipients to improve performance. To obtain
the scholarship, eligible applicants had to be in grade 1 to 12 and
achieve a minimum G.P.A. of 3.00 or 75%.

- Honorary Pins were awarded to employees who had worked for the INTOUCH
Group for over 20 consecutive years.

- Friends Help Friends was a project encouraging employees to support
their colleagues in cases of sickness or during natural disasters by
transferring cash support for immediate assistance.

- Mother’s Day activity involved management and staff joining in a
religious ceremony, giving alms to 181 monks, making cash donation to
Wat Phrabat Nampu, and giving away free Jasmine plants to employees and
participating people. The event took place in front of INTOUCH Tower.
One of the day’s activities was the “AIS Love Mom Workshop: Decoupage
for Moms” and involved staff members making decoupage items and taking
them home for their mothers.

- Mangrove Forest Planting 2012 was organised to raise awareness among
staff members to care of nature and the environment by having staff
members plant a mangrove forest at The Nature Education Center for
Mangrove Conservation and Ecotourism in Chonburi, Sub-district Samet,
District Muang, Chonburi.

- Establishment Day AIS marked its 22^(nd) year of operations with a
religious ceremony and activities.

- The AIS Gift Fair is organised twice a year at the INTOUCH Tower car
park where staff bring a range of products for sale at reasonable prices
and people are also able to buy goods sold directly by large
manufacturers at special prices. A range of activities including a prize
draw are organised to help raise funds for the Thai Red Cross, children
with multiple handicaps and other charities.

- Father’s Day activity involved the management and staff joining in a
religious ceremony, giving alms to 186 monks, and making cash donations
to Wat Phrabat Nampu. The event took place at the front of INTOUCH
Tower.

-   Human Resource Development

AIS has always been dedicated to the development of human resources
through the enhancement of personal skills to brighten the career path
of AIS employees and make them happy and proud of their success. In
2012, AIS organised the following development activities:

- Talent Pool Development seeks to retain the best talent and encourages
them to demonstrate their potential.

- Succession Planning is designed to prepare for the new generation of
management

- Scholarships to study master degree both in Thailand and overseas as a
way of developing the company’s human intelligence assets.

- AIS provides opportunities for staff members to attend seminars and
training, both domestically and internationally, with an emphasis on
competency-based development principles to promote career advancement.

  - Job Rotation

- The “Nokhook” Knowledge Management System to provide employees with
the resources to keep learning and improving

The advancements in information technology and the evolution of
telecommunications are the heart of the industry supported by the
important roles played by our staff. AIS places great emphasis on
developing the IP Competency of employees in several fields of work,
including engineering, IT, sales, and product and service management in
order to ensure the complete satisfaction of customers through the
delivery of effective solutions and services. By enhancing the knowledge
and abilities of employees, we can achieve our set goal, while at the
same time increasing our competitiveness in the market and demonstrating
our leadership of the industry.

-   Human resource management system

Thanks to our engineering offices and services centers located across
the country, AIS has been able to develop an electronic human resource
system (e-HR) that uses information technology to provide easy and
convenient access to employees’ personal information and incorporates an
improved tracking system. Employees are also given access to manage
their own records. In addition, we place great importance on the
Performance Management System, which encourages employees to set a goal
with their superiors and covers coaching, performance appraisals and
feedback. In the future, AIS aims to develop an e-HR Application through
which employees can conveniently access their information through a
Virtual HR Office via such telecommunication devices as mobile phones,
Smartphones, and tablets, representing an effective approach to managing
human resources effectively, transparently, and fairly.

With our FASTMOVING philosophy, AIS also promotes corporate culture,
learning activities, the sharing of work experiences, and the
development of creativity in the workplace, while at the same time
encouraging our employees to make contributions to the country by
participating in the activities mentioned above

-   Employee wellbeing and work-life balance

Placing special emphasis on treating its employees like family members,
AIS offers benefits and privileges for staff, their families, and
society to ensure that they feel safe and happy. A variety of benefits
are offered, including Flexi Health Insurance, breast feeding and
pumping rooms, a chill out zone, a karaoke room, and the Ignite Room,
designed to reflect the learning culture and innovation of the Company.
We also encourage the founding of clubs, including tennis, badminton,
golf, football, photography, ethics, diving, basketball, etc.

Employees are encouraged to take leave in order to spend time with their
families on special occasions, such as birthdays or religious
ceremonies, or to take sick family members, including parents, spouses,
and children to see a doctor.

In addition to making certain that the workplace is clean and meets
hygiene standards, AIS creates a friendly workplace atmosphere to
encourage the development of creativity and make the office feel like a
second home.

AIS truly believes that human resources which have been well-treated can
learn and develop in a pleasant working environment. As a result, they
will be able fulfil their potential and grow with us.

-   Hygiene and safety in the workplace

In 2012, AIS streamlined hygiene and safety in the workplace by
integrating Safety, Health, and Environment (SHE) policy with Business
Continuity Management (BCM) to ensure the effective management of
hygiene and safety in the workplace.

With the above mentioned management system, AIS set up the Business
Continuity Management Committee (BCMC) to oversee the policy, and
designated the Business Continuity Management - Project Management

Office (BCM-PMO), under the immediate supervision of the CEO-AIS as
project coordinator. In the first meeting of the year 2012, the BCMC
approved the SHE development plan to ensure that it is implemented
within a two-year timeframe.

Additionally, AIS launched SHE-based projects under the supervision of
the Health, Safety, and Environment Committee. Projects were as follows:

- Conducting a monthly safety audit and monitoring improvement on issues
obtained

- Improvement of drinking water for employees. This project encouraged
employees to observe the management of drinking water to ensure that it
met hygienic standards. A survey found that 78 percent of employees were
satisfied with the project

- Development fire prevention and organizing fire drills by involving
the simulation of a fire breaking out at a private branch exchange
housing AIS’s crucial telecommunications equipment. This plan was to
increase the effectiveness of coordination between Building Management
and the Engineering Team. Also, AIS provides primary fire extinguishing
course to prepare individuals to cope with an actual incident

-   Casualty removal in emergency incident practice to minimise risks
    from improperly transferring victims

- Training program on Management and Supervisory Level Security Officers
for high-ranking officers and their immediate subordinates

- Appointment of volunteers to be stationed in each floor to oversee
evacuation and ensure that no one is left behind in cases of fire or any
other emergency

- Exercise Programme to Prevent Muscle Cramp for staff at warehouses and
repair centers

- 5Ss programme to improve performance at warehouses and repair centers

The SHE and BCM development plan, combined with the restructuring of the
Company and responsible officers, provided the proof that AIS is
committed to implementing the SHE at all levels to ensure that AIS is
able to implement the plan in the case of any emergency.

4. Social contributions and community development

In 2012, the Company has continuously operated its business with
Corporate Social Responsibility and create value to our stakeholders in
order to building a strong society and playing an active role in
relieving and re-building society after major crises through the
following activities:

-   Sarnrak Project

The Sarnrak Project was launched in 1999 to promote family relations.
The project acts as a medium to raise awareness of the importance of
love and support from within the family unit. In 2012, the activities
organised under this project included:

- A commercial entitled “Planting the Seeds of Being Good”, supporting
the idea that the family, the smallest group in society, is the key
factor for building a good society.

- The 13^(th) “AIS Family Walk Rally” at Chonburi province, with
donations made to the Ananda Mahidol Foundation under the theme of
“Sanrak around the World”.

- The 19^(th) “AIS Family Walk Rally” at Chonburi province, with
donations made to the Sai Jai Thai Foundation under the theme of “Sanrak
Good Old Days to Strengthen Family Relations”.

-   Opportunities and social contributions

1. Relief Projects

- In 2012, AIS donated 17,000 new blankets to people in the north and
north-eastern areas to combat the cold.

- During the flooding, AIS joined forces with the public to alleviate
the situation by producing relief bags containing essentials and
first-aid kits. In 2012, AIS donated 1,000 relief bags along with 12,000
bottles of drinking water. After the crisis, AIS volunteers participated
in the Big Cleaning Day activity with

many provinces helping to clean up historically important places. In
addition, AIS also supported many of its local offices which had been
affected by helping to clean footpaths and road surface areas.

2. Education

-   Basic telecommunication services for society

The National Broadcasting Telecommunication Commission (NBTC) launched
the Universal Service Obligation project, which involved building
Internet centers for schools, providing Internet for communities, and
installing public phone booths in communities and schools in rural
areas. This will enhance the opportunities for people living in those
areas to study and provide them with greater access to
telecommunications services.

-   5^(th) Annual Seminar on the World of Careers

With the aim of providing career guidance to university students in
their final year and preparing them for the job market or job
interviews, AIS arranged the 5^(th) annual World of Careers seminar for
senior students from universities in the 7 provinces of Bangkok, Chiang
Mai, Pitsanulok, Petchburi, Nakon Pathom, KhonKaen, and Nakhon
Ratchasima.

-   3^(rd) Year of Conservation of Water Sources by AIS Sanrak Project

AIS together with the Office of Basic Education Commission and the
Sufficiency Economy Institution organised the 3^(rd) year of activities
under the Conservation of Water Sources by AIS Sarnrak project to
celebrate the auspicious occasion of H.M. the King’s birthday, and to
raise awareness of water conservation at a community level with the aim
of not only conserving local water sources but also reinforcing a sense
of togetherness within each community. In addition, AIS also provided
both knowledge and financial assistance to each community to support the
establishment of sustainable educational centers.

-   Science and mathematics learning tools for the blind

AIS provided science and mathematics study materials in Braille format
to allow the blind to study and pass tests in order to be able to
participate in classes. With these extra materials, the aim of this
project is also to increase the number of blind people who are
interested in these fields.

-   Business planning to promote the tourism industry

AIS together with Brandage Magazine held a contest for students to write
a business plan on the topic of “Tic Tac Tour Thailand: Shoot, Share,
and Show Your Idea” as part of the “6^(th) Annual One-2-Call! Brandage
Award”. The event provided a workshop on business practices and the
winner received a scholarship with an approximate value of Bath 600,000.

-   Admission: Online Tutoring

AIS is the first company in Thailand to arrange Online Admission
Examination Tutoring throughout the country. Under the “Click for U by
One-2-Call! Season 2 Gateway to Universities” project, online tutoring
is offered and supplemented by helpful Click for Clever materials which
can be downloaded for free from the AIS Bookstore.

-   O-NET Tutoring for Primary School Students by Thaicom and One-2-Call

One-2-Call! in collaboration with Thaicom produced an education
programme entitled “Tutoring 2 Kids: O-NET for Primary School Students
by Thaicom and One-2-Call”. Broadcast through DTV Satellite, the project
covered all subjects in the Thai curriculum and was created for sixth
graders. The programme can be viewed at
http://schoolclub.ais.co.th/onet/home.aspx. In addition, previous O-Net
test materials were also provided. The top five students who scored the
highest in the 5 main courses of each school session receive scholarship
and will be eligible to join the Satellite and Telecommunications study
camp. The awards have a combined total value of approximately Bath
500,000.

-   Company visits

Students and employees from both the private and public sector are
welcome to visit AIS and listen to briefings on the Company’s
operations. The knowledge and information gained from this can be used
for the further development of their respective organisations and/or
establishments.

3. Opportunities

-   Call Center career program for the Disabled

AIS collaborates with the Mahatai Foundation on building career for
people with disabilities in Chonburi province in order to provide
employment opportunities for the disabled in the eastern region of
Thailand. The call center employed 8 people with disabilities, providing
them with a stable income and the opportunity to support their families.
Today, 45 people with a range of disabilities, including 29 visually
impaired people, 8 hearing impaired people, and another 8 people with
various other disabilities have found sustainable employment at AIS.
Additionally, AIS offers visually impaired people an opportunity to
learn a useful skill by providing them with English courses conducted by
foreign instructors from the Language@Click institute.

-   AIS The StartUP 2012

As a leading mobile phone service provider, AIS is committed to creating
useful and exciting applications. To diversify the products and
encourage application developers to create new innovations that are
appealing to both Thai and foreign users, AIS invited potential
application developing teams to join in the AIS The StartUp Weekend 2011
and created an opportunity for them to become business owners. In this
successful event, ShopSpot 1, the winner of the AIS The StartUp Weekend
2011 can launch Application: Shop Spot, a peer-to-peer commerce platform
that enables consumers to shop online conveniently under the concept of
“making online commerce as easy as tweeting”. Currently ShopSpot 1 is
already registered as the Company Limited and gain more benefit by
cooperation with outside investors as well as other teams that are
developing their applications and participating in a road-show for
investors.

-   ICT Free WiFi for the Public by AIS

AIS joined hands with the Ministry of Information and Communication
Technology to give an opportunity for all Thai people to use hi-speed
internet by the campaign “ICT Free WiFi for the Public by AIS”. With
50,000 WiFi hotspots nationwide, Thai people across the country are able
to connect wirelessly to high-speed internet for free and gain access to
a variety of sources of knowledge. This is according to the Smart
Thailand Policy of ICT.

4. Sports

-   Sport Arena

AIS renovated six sports arenas at three locations in Bangkok and
another three in different regions across the country to encourage the
youth to spend their free time constructively, to promote a healthy
lifestyle, and to reduce drug-related problems.

-   AIS National League

AIS continued to support football and the National League for the third
year by cooperating with the Football Association of Thailand with an
aim to raising Thailand’s capability in the sports league to an
international level. Additionally, this project will provide an
opportunity for Thai people nationwide to attend soccer matches in their
area.

-   Olympics and Paralympics 2012

AIS awarded Olympic and Paralympics athletes prizes valued at Bath 9
million, including a mobile phone and Bath 1,000 of calls a month for
one year for athletes and coaches who dedicated themselves to compete in
this global event.

5. Public health

AIS supports public health projects to raise the standard of living for
Thai people. In 2012:

- Donating ambulances and paramedic emergency support to Nakorn
Ratchasima Hospital

- Raising fund to purchase medical equipment to the Rajanakarin
Building, the Hospital for Tropical Diseases

- Raising fund to construct Transplantation Center, Ramathibodi
Hospital.

6. Others

-   AIS Senior Fund The Rajaprajanugroh Foundation continued under Royal
    Patronage.

-   AIS supported “Paholyothin Residents to Prevent Crime” by joining a
    crime prevention network to ensure the safety and safeguard the
    property of the local residents.

-   Social role model

-   The 12^(th) Year of “Sarnrak KonGeng Huajai Grang”, has been
    broadcasting every Monday at 2:55 - 3:20 pm on Channel 5, We aim to
    create role models among Thai youth by commending those who do good
    works, are loyal, helpful and grateful to their family, and strive
    for better future through education. The Company also give cash to
    support their family and scholarship for youths who participate in
    the program through the completion of their bachelor’s degrees. At
    present, there are 540 youths in the project while 74 have already
    graduated.

-   The total value of scholarships provided by AIS for youths featured
    in the “Sarnrak Kon Geng Huajai Grang” weekly television programme
    was Baht 3.75 million in 2012.

-   “Sarnrak KonGeng Huajai Grang on Tour” the sharing of experience by
    youths who participate in the program with others students and
    youths. In 2012, the activities is arranged at Kanchananukroh
    School, Kanchanaburi.

-   “The 5^(th) Youth Camp KonGeng Huajai Grang” to create opportunities
    for youths featured in the Sarnrak KonGen Huajai Grang television
    programme to meet and share their experiences, as well as to
    participate in a variety of extracurricular activities, including
    travelling, in order to learn how to encourage other people, reflect
    on their own lives, and apply their new experience into living their
    lives.

-   “Glad with KonGeng”, AIS present a congratulatory mobile phone and
    SIM card, together with a congratulation card on the occasion of
    graduation with a bachelor’s degree.

-   Community Relations

Apart from social and community development activities, AIS successfully
established relations with communities where AIS telephone Athena
stations are installed. The following are activities conducted under
this project:

-   Community Relationship

AIS visited the owners of the 300 stations and their surrounding
neighbourhoods to receive feedback and solve any encountered problems.

-   Mixed media

    1.  Created an animated video entitled “Benefits of Electrical
        Fields” to provide understanding about electrical fields

    2.  Created a documentary entitled “360 Degrees Electrical Field”
        displaying an invisible electrical field experiment through a
        Spectrum Analyzer.

-   Youth activities and scholarships

-   Staff volunteer activities for children at Wat Pa Tham Phu Toei
    community, Kanchanaburi Province. AIS provided computers and
    organised various skill-enhancing activities.

-   Advanced technologies for the future of Thai children at Network
    Engineering Centers at Lampang and Nakon Sawan provinces. AIS
    welcomed students who visited the centers to learn about the
    advancements in telecommunications technology

-   Infrastructure improvements

-   Lighting for Communities at Soi Noen Kra Prok, near an Athena
    station. AIS installed a lighting system and transferred ownership
    to the Ban Chang Municipality for the benefit of the public.

-   Blanket Donation for the Baan Rongkla community.

-   Supporting religion and culture activities

- AIS organised various activities to promote Buddhist practices,
including the distribution of candles to locals for use in rituals and
participation in praying.

-   Supporting Sports

- AIS donated computers, sports equipment and clothes; created signposts
and maps; and provided lighting for the community of Baan Tham Men,
Muang, Suratthani.

- AIS donated petanque balls for the Elderly Club of Sri Chom Chuen
community, Muang, Udornthani, to encourage the elderly to play the
sport.

Awards

Branding awards

-   AIS was ranked No. 1 by readers of The Company Magazine as
    ‘Thailand’s Most Admired Company’ 2012 in the communications and IT
    segment.

-   AIS was awarded the ‘Superbrand 2011’ title for being recognised as
    a Superbrand among Thai consumers. AIS is the only telecom company
    in Thailand to receive this award.

-   AIS was honored at ‘The Most Powerful Brands of Thailand 2012’
    awards after scoring highly in a survey of mobile service providers
    conducted by the Marketing Department of the Faculty of Commerce and
    Accountancy.

Management and performance awards

-   AIS received a ‘Best Company Performance Award’ and ‘Best Investor
    Relations Award’ at the Stock Exchange of Thailand’s SET Awards
    2012.

-   AIS was rewarded for its “excellent performance” when it was voted
    ‘Best Public Company’ registered with the Stock Market of Thailand
    in the Money and Banking Awards 2012 event by Money and Banking
    Magazine.

-   Mr. Wichian Mektrakarn, Chief Executive Officer, received the
    ‘Outstanding Entrepreneurship Awards 2012’ from Enterprise Asia as a
    business administrator whose magnificent performance achieved
    recognition at an international level.

-   AIS was ranked 1167^(th) from among 2000 global companies by Forbes
    (The Global 2000 - The World’s Biggest Public Traded Companies).

-   The AIS Call Center Service was awarded the title of ‘Most Aspiring
    Call Center’ by the Thai Direct Marketing Association (TDMA) for
    being a progressive and thriving company with a clear vision, goal
    and impressive achievement.

Social responsibility and governance awards

-   AIS won the ‘Ratsadakorn-pipat’ award from the Ministry of Finance’s
    Revenue Department in recognition of being a highly responsible
    company, and a fully compliant taxpayer.

-   The AIS advertisement ‘Re-building’ received an ‘Outstanding
    Commercial for Consumers’ award under the category of Social,
    Cultural and Environmental Promotions by the Office of Consumer
    Protection Board at the 11^(th) Consumer Protection Awards event.

-   The Sai Yar Rak Project and the Office of Women’s Affairs and Family
    Development of the Ministry of Social Development and Human Security
    awarded an honorary pin to the ‘Sarnrak’ Project which supports the
    family institution.

Human Resource Development Policy

AIS believes that our employees are our most important resources as they
are the major force driving the company to greater success. Based on our
promise that “AIS gives you the opportunity to grow together”, we are
committed not only to providing opportunities but also to creating a
caring working environment and a high quality working life for all our
employees. With our corporate culture of establishing healthy
relationships among employees, AIS is the “right” employer to work for.

A human resources policy designed to care for employees with focus on
the following:

1.  Prepare manpower to support the growth of the business

As competition in the market has becoming increasingly intense, the best
talent has correspondingly been in high demand as everyone strives to
create success and generate growth for their business. Therefore,
effective recruitment strategies are essential in assisting the company
to find the most competent personnel.

For the recruitment of personnel, AIS has developed a set of procedures,
methods, and tools which incorporate psychology and statistics into our
high-standards to ensure that we recruit qualified, able, and
high-potential manpower to join our team in order to move the company
forward and bring greater success.

AIS organises various activities aimed at developing knowledge and
competency in order to prepare newly-recruited personnel for their
working life, including:

-   AIS Guide for Future Graduates - a seminar aimed at preparing senior
    year university students for their future working lives through an
    exchange of ideas and with a particular focus on preparation for
    jobs and job interviews.

-   University Roadshow to present the outstanding background of the
    Company in order to ensure that

most of university student will apply the job to us.

-   Growing with AIS - summer internships

-   Education scholarships for mid-career workers in the field of
    telecommunications and information technology

2. Human Resource Development

AIS aims to enhance the competency of employees by organising personnel
development programmes to equip them with the skills and knowledge
essential to their career path through the following programs:

-   Talent Management Programme designed to retain competent employees
    and to allow them to demonstrate their ability to grow with the
    company

-   Succession Planning Programme designed to prepare junior executives
    to grow in their career and step up to the next level

-   Scholarships offered as an intelligence investment, supporting
    employees to pursue their master’s degree, whether in Thailand or
    abroad

-   Trainings and Seminars in Thailand and abroad as part of a
    Competency-Based Development system to offer career advancement
    opportunities for high-potential employees

-   Job Rotation

-   Nokhook designed to support the Knowledge Management system in
    providing effective sources of knowledge for employees

The dramatic change in information technology and the evolution of the
telecommunications industry represent great challenges for AIS. To
overcome these challenges, AIS has designed an IP Competency programme
to enhance the performance of our high-potential employees, especially
in the areas of engineering, IT, sales, and customer and service
management. These efforts are being made to ensure we continue to
deliver satisfaction beyond our customers’ expectations.

AIS is fully aware that knowledge/skill enhancement and competency
improvement are important factors in meeting our set goals, enhancing
the competitiveness of the company and keeping us at the forefront of
the industry.

2.  Human Resource Management System

With Engineering Centers and Customer Service Centers located in every
region of the country, AIS has incorporated advanced information
technology to develop our Electronic Human Resources (eHR) system to
enhance the effectiveness of our HR management and to provide employees
with access to the system in order to shorten processes and create a
check and balance system. Through this advanced HR system, employees can
manage their personal records through an Employee Self-Service function.
In addition, the company places great emphasis on our Performance
Management System, encouraging workers to set their own goals in
conjunction with their superiors. In addition, effective coaching, job
evaluation, performance appraisal and feedback systems are installed to
ensure that operations are run smoothly. In the future, AIS will develop
an eHR Application to enable employees to access information via their
communication devices such as mobile phones, Smartphones or tablets.
These development programmes have been initiated to create a Virtual HR
Office experience and provide maximum convenience for employees.

This effective application of advanced technologies to support the
management of human resources can save costs, enhance proficiency and
improve transparency.

In addition, AIS places a great emphasis on our corporate culture,
promoting learning and the exchange of knowledge as well as encouraging
creativity in workplace through the FASTMOVING concept. AIS also
encourages employees to participate in social contribution activities
and a range of CSR projects, including:

-   The planting of mangrove forests

-   The building schools and libraries in several upcountry provinces

-   The Smile on Children’s Day” event organised annually for children
    from various charity homes nationwide, enabling staff volunteers to
    take care of these children, give them a full day of loving and
    create a caring atmosphere

-   The Volunteers for Kids event organised to encourage staff to
    volunteer as guides for students from underprivileged schools in
    upcountry provinces to gain new experiences in Bangkok

Apart from being a good role model for society, the AIS “Friends Help
Friends” project was launched to aid fellow workers who are in
difficulties due to sickness or national disasters. More importantly,
AIS encourages employees to uphold a high level of morals and ethics, to
develop themselves professionally and to be a good role model for
society.

3.  Employee Wellbeing and Work Life Balance

AIS considers all employees to be important family members and so
designs benefit and privilege packages designed for the betterment of
employees, their families and society. The wide range of benefits
includes Flexi Health Insurance, breast feeding and pumping rooms, the
Chill Out Zone, the karaoke room, and the Ignite Room designed to
reflect the learning culture and innovation of AIS. We also encourage
the founding of clubs, including those for tennis, badminton, golf,
football, photography, ethics, diving, and basketball, among others.

To ensure that our employees spend enough time with their families, they
are encouraged to take leave to spend time with their families on
special occasions, such as birthdays and religious ceremonies, or to
take sick family members to see a doctor.

In addition to making certain that the workplace is clean and meets
hygiene standards, AIS creates a friendly working environment to
encourage the development of creativity and make the office feel like a
second home.

AIS truly believes that human resources which have been well-treated and
provided with a pleasant working environment can learn, develop, realise
their full potential and grow with us.

Personnel

As at December 31, 2012 the Company and its subsidiaries (total 13
companies) were the total personnel of 9,766 persons (including
temporary staff).

+----------------------------+---------+---+------------+------------+
| The Company                |         |   | AMP / AMC  |            |
|                            |         |   | / ADC /    |            |
|                            |         |   | AIN / WDS  |            |
|                            |         |   | / SBN /    |            |
|                            |         |   | AWN / FXL  |            |
|                            |         |   | / MMT /    |            |
|                            |         |   | AIR        |            |
+----------------------------+---------+---+------------+------------+
| Keys departments           | E       |   |            | Employee   |
|                            | mployee |   |            | (persons)  |
|                            | (p      |   |            |            |
|                            | ersons) |   |            |            |
+----------------------------+---------+---+------------+------------+
| Operations                 | 527     |   |   AMP      | 27         |
+----------------------------+---------+---+------------+------------+
| Solutions                  | 22      |   |   AMC      | 3          |
+----------------------------+---------+---+------------+------------+
| Customer Service and       | 770     |   |   ADC      | 20         |
| Management                 |         |   |            |            |
+----------------------------+---------+---+------------+------------+
| Marketing                  | 1,080   |   |   AIN      | 28         |
+----------------------------+---------+---+------------+------------+
| Service Operations         | 449     |   |   WDS      | 468        |
+----------------------------+---------+---+------------+------------+
| Corporate Finance          | 249     |   |   SBN      | 252        |
+----------------------------+---------+---+------------+------------+
| Support                    | 345     |   |   AWN      | 14         |
+----------------------------+---------+---+------------+------------+
| Regional Operations        | 7       |   |   FXL      | 88         |
+----------------------------+---------+---+------------+------------+
| Regional Operations –      | 243     |   |   MMT      | 1,015      |
| Central                    |         |   |            |            |
+----------------------------+---------+---+------------+------------+
| Regional Operations – East | 245     |   |   AIR      | 22         |
+----------------------------+---------+---+------------+------------+
| Regional Operations –      | 312     |   |            |            |
| North                      |         |   |            |            |
+----------------------------+---------+---+------------+------------+
| Regional Operations –      | 384     |   |            |            |
| North East                 |         |   |            |            |
+----------------------------+---------+---+------------+------------+
| Regional Operations –      | 293     |   |            |            |
| South                      |         |   |            |            |
+----------------------------+---------+---+------------+------------+
|                            |         |   |            |            |
+----------------------------+---------+---+------------+------------+
|                            |         |   |            |            |
+----------------------------+---------+---+------------+------------+
| Total                      | 4,926   |   |   Total    | 1,937      |
+----------------------------+---------+---+------------+------------+

  ---------------------------- ----------- --- ----------------- -----------
  ACC                                          DPC               

  Keys departments             Employee        Keys departments  Employee
                               (persons)                         (persons)

  MD-ACC Office                12                                

  Customer Contact Center      1,100           Accounting and    10
                                               Credit Management 

  Quality Assurance Management 87              Marketing and     4
                                               Sale              

  High Value Customer Service  574             Engineering       43

  Enterprise & Partner Service 595             Support           14
  Management                                                     

  Contact Center Analysis &    94                                
  Enhancement                                                    

  Resource Management          370                               

                                                                 

  Total                        2,832           Total             71
  ---------------------------- ----------- --- ----------------- -----------

In 2012, the total amount of compensations for total employees of the
Company and its subsidiaries were Baht 4,819.70 million, comprising
salary, bonus, and provident fund.