Bangkok--25 Feb--PR SOLUTION TRUE CORP BOARD OF DIRECTORS CONFIRMS INTENTION TO PURCHASE BITCO/TRUE MOVE SHARES, PAVING THE WAY FOR TRUE SHAREHOLDERS TO TAKE FULL BENEFIT OF TRUE MOVE GROWTH POTENTIAL True Corporation’s Board of Directors has confirmed the company’s intention to purchase 6 billion shares in subsidiary BITCO (the parent of True Move) from CP Group within 18 months. The Board approved three options for funding the share purchase which are listed below: 1) Raising up to THB 20 bn via a straight debenture (denominated in either Thai Baht or foreign currencies).THB 4 bn will be used for the share purchase and the remainder will be used for refinancing and reserve cash for business operations. The debenture may be redeemed prior to the maturity of up to 20 years. 2) Raising up to THB 4 bn via the issuance of a convertible debenture (denominated in Thai or foreign currencies) with a conversion price not less than Baht 6.35 (a 10% premium over the average share price of Baht 5.77 for the 15 trading days leading up to the day before the Board approved the option). The convertible debenture will be offered to foreign investors and have a coupon rate of up to 5%, with maturity either five years or less, or perpetuity. The convertible debenture is redeemable within 3 to 5 years after the issuance by conversion into common shares or by cash settlement or a combination of both methods. The total number of newly issued shares reserved for the conversion will be no more than 630 million. 3) A rights offering of no more than 700 mn shares at a price of at least Bt 5.2 per share. This minimum price was determined using the same formula as in option 2 but at a 10% discount, as is normal market practice. The actual number of shares and the price offered under Options 2 and 3 have yet to be determined. However, the Public Limited Company Act requires True Corp to specify at this early stage a maximum number of shares and a minimum price. This minimum price should not be interpreted as indicating the price that might eventually be offered. True Corp CFO Mr Noppadol Dej-Udom welcomed the Board’s decision. “The recent funding of Baht 3 billion injected by CP will ensure True Move continues to take full advantage of expansion opportunities offered by True Corp’s convergence lifestyle strategies and the expected faster growth in the Thai mobile market resulting from an improving macro environment. “The share purchase from CP will increase True’s ownership in BITCO/True Move to 98% (from its current 75%), paving the way for True shareholders to take full benefit of True Move’s growth potential. “As we indicated to the market last December when CP Group acquired 6 billion shares in BITCO/True Move by way of a rights offering, True Corp management considered a rights offering to repurchase the shares to be a last resort as we want to avoid any dilution effect on shareholders. “Our options to redeem the convertible debenture in cash, partially or in full, will cause no dilution effect to existing shareholders, should we select this option. Also, because the conversion price is set equal to or higher than the market price at issuance date of the debenture, we expect any price dilution to be minimal”, Mr Noppadol said. Shareholders will vote on whether to proceed with the share purchase including funding options and related procedures as required by law at the Annual Shareholders’ General Meeting (AGM) on April 29, 2008. The Board of Directors has also appointed an independent financial advisor, Trinity Securities Company Ltd, to assess the fairness and reasonableness of True Corp’s share purchase. Trinity’s recommendations will be provided to shareholders before the AGM. About True Corporation Plc True Corporation Public Company Limited is Thailand's only fully-integrated communications service provider, and leader in solutions for convergence lifestyles. True provides consumers, small and medium enterprises, and corporations with a full range of voice, data and multimedia solutions customized to meet their needs. True is the largest wireline service provider in Bangkok, the largest broadband provider in the country and a major player in the wireless, cellular and Internet markets. Principal subsidiary companies in the True Group include True Visions, Thailand's dominant pay television operator, and True Move, a major mobile phone service provider. True gives consumers the freedom to live different lifestyles, by providing them with the power to communicate, access knowledge, information and entertainment, as well as carry out online activities whenever, wherever, and how they like under five product and service categories: TrueMove, TrueOnline, TrueVisions, TrueMoney, and TrueLife. For more information, please visit: http://www.truecorp.co.th For more information, please contact: Corporate Communications - True Group Ref: (017) 25/02/2008 Pimolpan Siriwongwan-ngarm Tel: +66 (0) 2699 2772 Email: [email protected] Sisadhi Reuben Tel: +66 (0) 2699 2782 Email: [email protected]