The Sale of Investment in Ordinary Shares of the Non-Core Busin

(Translation) Enclosure No. 6 Information Memorandum regarding the Connected Transaction Re: the Sale of Investment in Ordinary Shares of the Non-core Business Subsidiaries of True Corporation Public Company Limited The Board of Directors Meeting of True Corporation Public Company Limited (the “Company”) No. 5/2556 held on 19 th July 2013 has passed the resolution to approve that the Company and/or its subsidiaries to sell the investment in ordinary shares of eight non-core business subsidiaries, whose names appears in topic no. 1 (b) below, to Thana Telecom Corporation Limited which is the Company’s connected person. The said transaction is considered as a Connected Transaction according to the Notifications of the Capital Market Supervisory Board and the Board of Governors of the Stock Exchange of Thailand. The Company therefore notify the information memorandum regarding the transaction as follows: 1. Date of Transaction and Related Parties (a) Date of Transaction Within 31 st December 2013 after the approval granted by the Extraordinary General Meeting of the Shareholders No. 1/2556 (b) Related Parties and Relationship with the Listed Company (1) Selling of shares in True Leasing Company Limited (“TLS”) Seller : 1. True Corporation Public Company Limited 2. True Properties Company Limited (“TP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TP is a subsidiary in which the Company Group holds 100% of its shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) (2) Selling of shares in Wire & Wireless Company Limited (“WW”) Seller : 1. True Corporation Public Company Limited 2. True Properties Company Limited (“TP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TP is a subsidiary in which the Company Group holds 100% of its shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution)

(3) Selling of shares in True Money Company Limited (“TMN”) Seller : 1. True Corporation Public Company Limited 2. True Information Technology Company Limited (“TIT”) 3. True Properties Company Limited (“TP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TIT and TP are subsidiaries in which the Company Group holds 100% of TIT and TP shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) (4) Selling of shares in True Internet Data Center Company Limited (“TIDC”) Seller : True Internet Company Limited (“True Internet”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - True Internet is a subsidiary in which the Company holds 100% of its shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) (5) Selling of shares in True Lifestyle Retail Company Limited (“TLR”) Seller : 1. Telecom Holding Company Limited (“TH”) 2. True Properties Company Limited (“TP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TH is a subsidiary in which the Company holds 100% of TH shares - TP is a subsidiary in which the Company Group holds 100% of TP shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution)

(6) Selling of shares in True Properties Company Limited (“TP”) Seller : Telecom Holding Company Limited (“TH”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TH is a subsidiary in which the Company holds 100% of its shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) (7) Selling of shares in True Digital Plus Company Limited (“TDP”) Seller : True Life Plus Company Limited (“TLP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TLP is a subsidiary in which the Company Group holds 100% of its shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution) (8) Selling of shares in True Digital Content and Media Company Limited (“TDCM”) Seller : 1. Telecom Holding Company Limited (“TH”) 2. True Life Plus Company Limited (“TLP”) Purchaser : Thana Telecom Corporation Limited Relationship with listed company : - TH is a subsidiary in which the Company holds 100% of TH shares - TLP is a subsidiary in which the Company Group holds 100% of TLP shares. - Thana Telecom Corporation Limited is a subsidiary of Charoen Pokphand Group Company Limited which is the Company’s major shareholder by holding 63.33% of the total issued and paid-up shares of the Company (as of 15 th March 2013 which is the latest Book Closing Date when the Board of Directors Meeting passed the resolution)

2. Details of assets to be sold

(1) (2) (3) (4) (5) (6) (7) (8) List of companies True Leasing Wire & Wireless True Money True Internet Data True Lifestyle Retail True Properties True Digital Plus True Digital Content to be sold Co., Ltd. Co., Ltd. Co., Ltd. Center Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. and Media Co., Ltd. (“TLS”) (“WW”) (“TMN”) (“TIDC”) (“TLR”) (“TP”) (“TDP”) (“TDCM”) Nature of Business Rental services Construction Payment service Internet data center Internet cafe and Rental services Online game Digital content and center and electronic related services marketing media card services Issued and Paid-up Baht 1,285 million Baht 100 million Baht 200 million Baht 149.59 million Baht 217 million Baht 3,008 million Baht 357 million Baht 54 million Capital Divided into 128.50 Divided into 10 Divided into 20 Divided into 14.96 Divided into 21.7 Divided into 30.08 Divided into 35.70 Divided into 5.4 million ordinary million ordinary million ordinary million ordinary shares million ordinary million ordinary million ordinary million ordinary shares shares shares shares shares shares shares Par value (Baht) per 10 10 10 10 10 100 10 10 share Key Financial Information (According to the latest reviewed financial statements as of 31st December 2012) - Total assets (million Baht) 4,101.90 1,396.26 10,287.63 508.33 175.24 1,963.60 473.10 592.32 - Total liabilities (million Baht) 3,010.15 757.93 9,976.22 94.19 147.78 678.46 71.59 594.49 - Total revenue (million Baht) 2,238.32 1,651.13 1,616.72 322.26 475.36 530.83 479.18 779.54 - Net profit (loss) (million Baht) 159.78 218.54 1.59 36.83 (10.59) 86.89 16.58 (64.00) - Book value (million Baht) 1,091.75 638.33 311.41 414.14 27.46 1,285.14 401.51 (2.17) - Book value per share (Baht) 8.50 63.83 15.57 27.69 1.27 42.72 11.25 (0.40) Board of Directors - Mr. Ajva Taulananda - Mr. Athueck Asvanund - Mr. Suphachai Chearavanont - Mr. Chatchaval Jiaravanon - Mr. Ajva Taulananda - Mr. Sumet Jiaravanon - Mr. Adhiruth Thothaveesansuk - Mr. Adhiruth Thothaveesansuk - Mr. Chatchaval Jiaravanon - Mr. Anat Mekpaiboonvatana - Mr. Athueck Asvanund - Mr. Songtham Phianpattanawit - Mr. Chatchaval Jiaravanon - Mr. Min Tieanworn - Mrs. Wantana Lawskulpaiboon - Mrs. Wantana Lawskulpaiboon - Mr. Soopakij Chearavanont - Major General M.R. - Mr. Vichaow Rakphongphairoj - Mr. Vasu Khunvasi - Mr. Suphachai Chearavanont - Mr. Ajva Taulananda - Mr. Mana Prapakamol - Mr. William Edward Harris - Mr. Kachorn Chiaravanont Suphawat Khasemsri - Mr. Noppadol Dej-Udom - Mr. Janewit Kraprayoon - Mr. Vichaow Rakphongphairoj - Mr. Soopakij Chearavanont - Miss Monsinee Nakapanant - Mr. Mana Prapakamol - Mr. Suphachai Chearavanont - Mr. Chatchaval Jiaravanon - Mr. Kashem Kornseri - Mr. Kul Pyo Hong - Mr. Papon Ratanachaikanont - Mr. Kachorn Chiaravanont - Miss Monsinee Nakapanant - Mr. Vichaow Rakphongphairoj - Mr. Soopakij Chearavanont - Mr. Taj Bussadeegarn - Mr. Sunghyun Kim - Mr. Chatchaval Jiaravanon - Mr. Aut Arunrattanapong - Mr. Noppadol Dej-Udom - Mr. Suphachai Chearavanont - Mr. Adhiruth Thothaveesansuk - Mr. Noppadol Dej-Udom - Miss Kirana Cheewachuen - Mr. Vichaow Rakphongphairoj - Mr. Taj Bussadeegarn - Mr. Seubsakol Sakolsatayadorn - Mr. Songtham Phianpattanawit - Mr. Utai Khumkong - Miss Jirattikarn Suthiwannarat 4

3. General Nature, Total Value Consideration and Size of Transaction General Nature of Transaction The Company and its subsidiaries of the Company will sell the investment in ordinary shares of the eight non-core business subsidiaries to Thana Telecom Corporation Limited who is the connected person of the Company for the total selling price of Baht 5,392,612,337. The Company will receive cash payments according to the period to be agreed after receiving an approval from the Company’s shareholders meeting. Subsequent to the entering into the transaction, those eight subsidiary companies whose names appear in the table below will no longer be the Company’s subsidiaries. The selling price of the investment in ordinary shares of the eight non-core business subsidiaries is determined mainly by referencing with total combined book value of these companies. Furthermore, there is adjustment to reflect market value of each company as appropriated. The total book value of the eight non-core business subsidiaries as of 31 st December 2012 is Baht 3,963.58 million. After adjustment to reflect market value of each company as appropriated, the reasonable selling price should be approximately 1.3605 times over the total book value. As a result, the total selling price is Baht 5,392.61 million. Details of the subsidiaries to be sold are: (1) (2) (3) (4) (5) (6) (7) (8) List of companies to be sold True Leasing Wire & Wireless Co., True Money True Internet Data True Lifestyle Retail True Properties True Digital Plus True Digital Content to CP Group Co., Ltd. Ltd. Co., Ltd. 1/ Center Co., Ltd. 2/ Co., Ltd. Co., Ltd. Co., Ltd. and Media Co., Ltd. Type of assets to be sold Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share Ordinary share List of sellers and number of ordinary shares to be sold - True Corporation Public 128,499,994 shares 8,749,985 shares 9,800,000 shares Company Limited - True Information 9,419,990 shares Technology Co., Ltd. - True Properties Co., Ltd. 1 share 5 shares 780,000 shares 1 share - True Internet Co., Ltd. 10,471,019 shares - Telecom Holding Co., Ltd. 21,699,994 shares 30,079,994 shares 1,439,996 shares - True Life Plus Co., Ltd. 35,699,998 shares 3,880,001 shares Total ordinary shares to be sold 128,499,995 shares 8,749,990 shares 19,999,990 shares 10,471,019 shares 21,699,995 shares 30,079,994 shares 35,699,998 shares 5,319,997 shares Book value in proportion to the shares to be sold (million Baht) 1,091.75 558.54 311.42 289.90 27.46 1,285.14 401.50 (2.14) The Group’s shareholding proportion: - Before selling 99.99% 87.50% 99.99% 70.00% 99.99% 99.99% 99.99% 98.52% - After selling None None None None None None None None Value of loan which such None None None None None 235,590,096 None 126,000,000 company still owes to the Company or subsidiaries (as of 31st December 2012) 3/ Value of guarantee or other 15,954,753,571 None None None None None None None obligations which such company (This obligation was still owes to the Company or completely terminated subsidiaries since 8 July 2013 as the st relevant company has fully (as of 31 December 2012) made payments for all remaining secured debts) Remark : 1/ The sale of investment in ordinary shares of True Money Company Limited (“TMN”) is a transaction causing changes in the existing shareholder structure that TMN disclosed to the Bank of Thailand (“BOT”) when filing application for the license of e-payment service business. Therefore, TMN has to notify BOT about the aforesaid changes before entering into the transaction. In this regard, BOT may request for the amendment in details of this change according to BOT discretion. 2/ Referring to the Joint Venture Agreement between True Internet Company Limited (“TI”), a subsidiary of the Company and DACOM Corporation (“DACOM”) who is a partner holding 30 % of TIDC total issued shares. In case that TI sell investment in TIDC shares causing change in TIDC shareholders, the written consent from DACOM is required. Any changes in TIDC shareholders without DACOM’s consent, TI is obliged to purchase TIDC shares from DACOM. 3/ Exclude from transaction size calculating since True Leasing Company Limited is the guarantor of True Corporation Public Company Limited. Besides, this obligation was completely terminated since 8 th July 2013 as the relevant company has fully made payments for all remaining secured debts. 5

Total value of consideration Total value of consideration consists of (1) the selling price of the investment in ordinary shares of the eight non-core business subsidiaries and (2) value of loan that TP and TDCM owed to the Company or its subsidiaries as of 31 st December 2012, totaling Baht 5,754,202,433.

Size of transaction The transaction size is calculated based on the consolidated financial statements of the Company and its subsidiaries as of 31 st March 2013 (which is the latest review financial statements when the Board of Directors Meeting passed the resolution) according to the following criteria: 1) Value of assets : cannot calculate due to negative Net Tangible Assets of the Company and subsidiaries 2) Net profit : cannot calculate due to the net result of the Company and subsidiaries is loss

3) Value of the consideration : Amount of Considerations to be received Total Assets of the Company and its subsidiaries

5,754,202,433 = 181,335,288,459 = 3.17 % 4) Value of securities issued : no securities issued in consideration of the acquisition in consideration of of assets the acquisition of assets

The transaction size as highest calculated is 3.17% based upon the value of the consideration criteria. As a result, the transaction is not deemed as a significant asset disposition pursuant to the Notification of the Capital Market Supervisory Board, TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 and the amendment.

However, the sale of investment in ordinary shares of non-core business subsidiaries of the Company is deemed as a connected transaction, an asset or service transaction, which is over Baht 20 million pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions and Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Others Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 and the amendment which the Company is required to disclose the information to the Stock Exchange of Thailand (“SET”), appoint the Independent Financial Advisor and seek approval from the shareholders by obtaining not less than three-fourths of the votes from shareholders attending the meeting and eligible to vote, excluding the votes from shareholders who have stake in this transaction. In this regard, the Company will send the invitation letter to the shareholders at least 14 days prior to the meeting date.

4. The profit expected to be generated for the Company To allow the Company to have a clearer business structure and be able to support long-term group restructuring. Besides, the sale of the investment in ordinary shares of the aforementioned non-core business will enable the Company to focus on its core business, reduce non-core business related expenses and investments and increase the Company’s working capital.

5. The proposed utilization of the proceeds from the sale - To repay some debts - To help increasing the Company’s working capitals

6. Conditions for the entry into the transactions (1) The sales of investment in ordinary shares of True Money Company Limited (“TMN”) It is a transaction causing changes in the existing shareholder structure that TMN disclosed to the Bank of Thailand (“BOT”) when filing application for the license of e-payment service business. Therefore, TMN has to notify BOT about the aforesaid changes before entering into the transaction. In this regard, BOT may request for the amendment in details of this change according to BOT discretion.

(2) The sales of investment in ordinary shares of True Internet Data Center Company Limited (“TIDC”) Referring to the Joint Venture Agreement between True Internet Company Limited (“TI”), a subsidiary of the Company and DACOM Corporation (“DACOM”) who is a partner holding 30% of TIDC total issued shares. In case that TI sell investment in TIDC shares causing change in TIDC shareholders, the written consent from DACOM is required. Any changes in TIDC shareholders without DACOM’s consent, TI is obliged to purchase TIDC shares from DACOM.

7. List of connected persons and characteristics and scope of interests of connected persons Thana Telecom Corporation Limited has Charoen Pokphand Group Company Limited as the major shareholder with 99.97% shareholding. As of 15 th March 2013 (which is the latest Book Closing Date when the Board of Directors Meeting passed the resolutions) Charoen Pokphand Group Company Limited and the companies reported under the same group hold 63.33% of the total issued and paid-up shares of the Company, therefore Thana Telecom Corporation Limited are regarded as the Company’s connected person. Thana Telecom Corporation Limited will purchase ordinary shares in the eight subsidiaries of the Company as per the details listed in topic No. 3 above.

8. Opinion of the Board on this transaction The Board of Directors Meeting No. 5/2556 held on 19 th July 2013, comprising of all three members of the Audit Committee i.e. Mr. Vitthya Vejjajiva, Dr. Kosol Petchsuwan and Mr. Joti Bhokavanij, considered and opined that the transaction is reasonable and beneficial to the Company because of the following reasons: (1) Enabling the Company to focus on its core business (2) Reducing non-core business related expenses and investments (3) The Company will have a clearer business structure and be able to support long-term group restructuring (4) Reducing existing debt and increasing liquidity of the Company’s operation by utilizing the fund from the sale of investment to repay some debt and increase the Company’s working capital (5) The sale price is reasonable

The Board of Directors therefore proposes this transaction to Extraordinary General Meeting of the Shareholders No. 1/2556 for further consideration and approval. The following Directors who are related to Charoen Pokphand Group Company Limited did not attend the Board of Directors Meeting and had no right to vote on this agenda. 1. Mr. Dhanin Chearavanont 2. Dr. Ajva Taulananda 3. Prof. Athueck Asvanund 4. Prof. Dr.Warapatr Todhanakasem 5. Mr. Umroong Sanphasitvong 6. Mr. Vichaow Rakphongphairoj 7. Mr. Chatchaval Jiaravanon 8. Mr. Soopakij Chearavanont 9. Mr. Narong Chearavanont 10. Mr. Suphachai Chearavanont

9. Opinion of the Company’s Audit Committee and/or Directors which are different from the opinion of the Board of Directors in Accordance with clause 8 - None -

10. Information of the Company 10.1 Brief information concerning the company and its business operation Please see details in the Information of True Corporation Public Company Limited, which is sent to the Shareholders with this Invitation (Enclosure No. 8).

10.2 List of management and list of the first 10 shareholders as at the date of close of share register book Please see details in the Information of True Corporation Public Company Limited, which is sent to the Shareholders with this Invitation (Enclosure No. 8).

10.3 Inter-transactions during the past year and present year until the latest quarter (if any) Please see details in the Information of True Corporation Public Company Limited, which is sent to the Shareholders with this Invitation (Enclosure No. 8).

10.4 Summary of financial statement during the past 3 years and the present year until the latest quarter, as well as the explanation and analysis of financial condition and operating result in the past year and the present year until the latest quarter. Please see details in the Information of True Corporation Public Company Limited, which is sent to the Shareholders with this Invitation (Enclosure No. 8).

10.5 Other information which may materially affect the investors’ decision Please see further information in the following Enclosures, which is sent to the Shareholders with this Invitation: a) Opinion of Independent Financial Advisor regarding the Connected Transaction Re: the Sale of Investment in Ordinary Shares of the Non-core Business Subsidiaries of True Corporation Public Company Limited (Enclosure No. 7) b) Information of True Corporation Public Company Limited (Enclosure No. 8)

10.6 Financial projection in the present year (if any) - None -

10.7 Pending material lawsuits or claims Please see details in the Information of True Corporation Public Company Limited, which is sent to the Shareholders with this Invitation (Enclosure No. 8).

11. List of Shareholders who have no right to vote Name of Shareholders Number of Shares Held (As of 8 th August 2013) 1. Charoen Pokphand Group Company Limited 5,242,750,075 2. Bangkok Telecom Holding Company Limited 322,051,373 3. Bangkok Produce Merchandising Public Company Limited 254,572,499 4. Kasetphand Industry Company Limited 178,984,050 5. Unique Network Company Limited 1,338,154,129 6. Wide Broad Cast Company 1,015,650,000 7. C.P. Interfood (Thailand) Company Limited 598,700,259 8. Charoen Pokphand Holding Company Limited 88,105,100 9. Charoen Pokphand International Company Limited 46,356,800 10. Prof. Athueck Asvanund 1,875,000 11. Mr. Umroong Sanphasitvong 716,000 12. Mrs. Kesinee Sanphasitvong 2,800 13. Mr. Vichaow Rakphongphairoj 642,000 14. Mr. Soopakij Chearavanont 1,400,000 15. Mrs. Marisa Chearavanont 3,000 16. Mr. Narong Chearavanont 161,577 17. Mr. Suphachai Chearavanont 2,385,205 18. Mrs. Boodsadee Chearavanont 19,234

12. Appraisal of Asset Price by an Independent Appraiser - None -

13. Proxy form with at least one name of a member of the Audit Committee being nominated as shareholder’s proxy Please see the Enclosure No. 2.

14. Responsibility of the Board of Director for Information Memorandum The Board of Director is responsible for the information appear in this Information Memorandum.

15. Opinion of an Independent Expert (if any) - None -