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1 Message from the Chairman and Chief Executive Officer To: All Shareholders First of all, on behalf of the highest Executives of the Company, we would like to make an apology to all our shareholders that the sales figure in 2013 did not meet the planned target. The main causes were analyzed into three parts as follows: 1. Competitive Situation: The entry of competitors in the “Home Shopping” business. Even though preparations had been made to cope well with the situation but it had to be admitted that the knowhow of both Korean number one and two resulted in direct impact towards the Company’s sales figure. From the whole picture, even though the Company’s existing market had not been penetrated but new market had been created without our participation in this new market at all, and the additional market value created by these two companies was estimated to be about Baht 1,000 million. 2. Economic Situation: Consumers’ spending power and temperament started to decline since the middle of 2013, and importantly, the decline in spending power happened in both Bangkok and the provinces. In the past, Bangkok would be the variable factor while the provinces would be more certain due to their wide area and number of customers. The Company analyzed this as being the rapid expansion of the real estate property, condominium, the 1st car policy, and weather conditions. Hence, overall GDP growth was at 4% level instead of the targeted 5.5%. 3. Human Resource Management System: In 2012, our work processes were adjusted and improved to generate more consistent and coordination but people management had been neglected. With incomplete and non-compact enough human resource development system, the experienced call center team had been recruited by other firm. Even though problem had been solved very quickly by recruiting the replacement but training process for employees to be competent with their works did not result in the satisfactory manner. The Company, then, realized that its human resource development plan was not good enough and decided to hire a consultant firm, “Aon Hewitt” to help build the new human resource development system. The process started from salary structure to the successor process which was completed within 7 months as planned. Thus, in the 4th quarter of 2013, the Company expenses for consultant fee as well as training courses for nearly 1,500 persons was nearly at Baht 21 million. This resulted in less profit in 2013 than in 2012, but the Company believed that this investment would result in operating results of 2014 to be accordance with plan. However, important events in each quarter were listed for acknowledgement to all shareholders as follows: 1st quarter The Company registered good sales and operating results as a continuation from 2012 in the 1st quarter Even though total earning of each employee was higher than the minimum wage but interpretation on various other incomes would be counted into the minimum wage or not ? As the Company emphasized on the operating performance, income was paid in the low range while commission would be paid higher than normal in order to generate strong primary efficiency. However, in order to have successful transition, the Company had adjusted the minimum wage to Baht 9,000 to be in line with the law. 2nd quarter In this 2nd quarter, sales lowered a little but still maintain level of the net profit The Company issued and offered new ordinary shares for capital increase of registered shares of 94,000,000 shares at par value of 0.50 Baht to original shareholders with right offering at 4 original ordinary shares to 1 new ordinary share at par value of 4.50 Baht The Company offered total shares of 93,999,992 shares and cash received from share offering was Baht 422,999,964. During the end of quarter, the call center team had been recruited by other firm resulting in the Company’s sales figure was not as planned. 3rd quarter From losing the call center team in the 2nd quarter, the Company tried to correct the situation but to no avail. The Company, then, decided to hire a human resource management consultant firm, Aon Hewitt, to help build the new human resource system from salary planning to the successor plan. 2 TV Direct Public Company Limited 3 Hence. From July onwards, over 1,500 personnel of more than 10 groups, had been externally trained in order to build the long term organization commitment. 4th quarter The Company’s revenue was similar to the 3rd quarter but suffered loss in October from the following causes: 1) The Company decided to use “One Price Policy” in all of the sales channels, thus, creating shock in the first operating period and resulted in the lowest sales during the past 3 years and also resulted in loss in October 2013 at more than Baht 10 million. 2) Investment in human resource management system was approximately at Baht 21 million for hiring consultant and training for employees. However, later in November and December, the Company was able to generate highest sales during the past 3 years as well. This could be stated that the decision to step backward 2 steps delivered good result later on. On the corporate social responsibilities the Company still continuously emphasizes in social activities in conjunction with business operations. The Company continuously engages in social and education activities whether in the “A Drop of Blood for Life” project, or “Cooperative Education Project” project, with philosophy and believes that “If we take care of society, society will take care of us”. The Company has inserted this as obligation of the Company in order to build continuously as our planning and guideline with emphasizing on result. Concerning good corporate governance, even though the Company has been registered in the MAI stock market recently, the Company realizes that the guiding principles on good corporate governance of registered company in the Stock Exchange of Thailand are important and has good standard. With the commitment and willingness in management with transparency and good corporate governance, the Company has been evaluated on the corporate governance of the registered company in 2013 with “Good” level from the “Thai Institute of Directors” since its first year after registration in the stock market. The Company will be continuously committee in promoting and developing the good corporate governance as always. The Company’s Board of Directors stipulates policy on good corporate governance in writing, and considers to review the good corporate governance and manual on ethics for the Company and its subsidiaries and to follow up on reviewing the policy every year and publishes these in the Company’s website. The Company realizes the importance of all stakeholders’ rights whether internal stakeholders such as employees, and the Company’s management, or external stakeholders such as customers, trade partners, competitors, creditors, Government agencies, communities, and all related parties. The Company realizes that supports from various stakeholders will create competition, and build profit for the Company which can be considered as long term success for the Company. From all the above that has been presented, the Company encounters many obstacles but the most important is that we has been through together fairly well at the end. This is from cooperation from employees, management, Directors of all committees, and all shareholders that understand and support us all along. The Directors’ teams and management still have determination and commitment to drive us forward towards the next year. On behalf of the Company’s Board of Directors, we would like to show our appreciations to all shareholders, investors, customers, business allies, Government agencies, and benefactors who have confident, and support us all along. The most important of all is the employees who dedicate their bodies and minds together in moving our organization forward strongly and consistently even in difficult times. The Company will still emphasize on operating its business under the concept “Entertaining People with Information” with transparency and adhering to good corporate governance together with social responsibility, and hoping that the Company will grow and move forward, and generate good returns to all shareholders similar to trusts given to the Company. Mr. Phongsuree Bunnag Mr. Songpol Shanmatkit Chairman of the Board Chief Executive Officer 4 TV Direct Public Company Limited 5 6 TV Direct Public Company Limited 7 8 TV Direct Public Company Limited Details of Executives and controlling persons of the Company as at December 31, 2013 Education / Stake in the Family Training course from Company relationship Working experiences during last 5 years Name / Position Age Thai Institute of including spouse with other Directors(IOD) and minor (%) executives Duration Position Company Name Type of Business Mr. Phongsuree Bunnag 68 - Master degree in Master 0.03% - Sept. 1, 2009 Chairman of TV Direct Public Multichannel Chairman of the Board of Management MM, - Present the Board Company Limited Marketing (Authorized Signatory) GIBA (SASIN) Chulalongkorn University. Dec. 24, 2012 Chairman of the TV Direct Public Multichannel - Present Nomination and Company Limited Marketing - Bachelor of Arts, Remuneration Northeast Missouri Committee State University. 2000-2009 Executive Vice Bank Thai Public Banking business - Training in Director President – Hu- Company Limited Accreditation Program man (DAP) class 90/2011. Resources Management 9 10 TV Direct PublicCompany Limited Education / Stake in the Family Training course from Company relationship Working experiences during last 5 years Name / Position Age Thai Institute of including spouse with other Directors(IOD) and minor (%) executives Duration Position Company Name Type of Business Mr. Songpol Shanmatkit 43 - Master degree in 8.69% Spouse of May 1, 1999 Director, Executive TV Direct Public Multichannel Marketing Director (Authorized Computer Engineering Ms.

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