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Digital Telecommunications Infrastructure Fund (“DIF”) Roadshow Material Jul 2016 Strictly Private and Confidential

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Page 1: Strictly Private and Confidential [DRAFT] Digital …investor.digital-tif.com/misc/PRESN/20160810-dif... · 2016. 8. 15. · 2016 Cash distribution - Q1'16 Net investment income Net

Digital Telecommunications Infrastructure Fund (“DIF”) Roadshow Material Jul 2016

Strictly Private and Confidential

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[DRAFT]

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Disclaimer This document is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering is being made in the United States.

This document has been prepared by True Corporation Public Company Limited (“True”) and SCB Asset Management Company Limited (the “Management Company”) solely for use at this presentation in connection with the proposed information of Digital Telecommunications Infrastructure Fund (“DIF”) and is being made available to you solely for your information and for use at such presentation.

The contents of this document are based, in part, on certain assumptions and information obtained from True, the Management Company and their respective directors, officers, employees, agents, affiliates and/or from other sources. All information included in this document and any oral information provided in connection herewith speaks as of the date of this presentation (or earlier, if so indicated) and is subject to change without notice. The information contained in this presentation has not been independently verified. The information in this presentation is in summary form and does not purport to be completed. No representation or warranty, express or implied, is made or given by True, the Management Company, Siam Commercial Bank Public Company Limited or any of their respective directors, agents, employees, representatives or affiliates as to, and no reliance should be placed on the accuracy, reliability, fairness or completeness of the information presented or as to the reasonableness of any assumptions on which any of the same is based. True, the Management Company, Siam Commercial Bank Public Company Limited or any of their respective directors, agents, employees, representatives or affiliates accept no responsibility, obligation (including, but not limited to, any obligation to update any information contained in this document) or liability (whether direct or indirect, in contract, tort or otherwise) for any losses arising from any information contained in this presentation or oral information provided in connection herewith.

This presentation contains forward-looking statements and during the course of this presentation, True and the Management Company may make projections or other forward-looking statements regarding, among other things, DIF’s business outlook and investments, competition, estimates of future performance, anticipated results, future revenues, cash flows or capital requirements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases you can identify these statements by words such as “could,” “may,” “expects,” “anticipates,” “believes,” “intends,” “estimates,” or similar words. You shall review the risk factors discussed in the Thai prospectus or the international preliminary offering memorandum which are being prepared by True and the Management Company in connection with the contemplated transaction. In light of these risks and uncertainties and other factors not currently viewed as material, there is no assurance that the forward-looking statements made during this presentation will in fact be realized and actual results may differ materially from those described in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. These forward-looking statements speak only as at the date as of which they are made, and, except as otherwise required by applicable securities laws, True, the Management Company, Siam Commercial Bank Public Company and their respective directors, agents, employees, representatives or affiliates disclaim any intention or obligation to supplement, amend, update or revise any of these forward-looking statements. Accordingly, any reliance you place on such forward-looking statements will be at your sole risk.

All amounts included in this presentation are expressed in Thai Baht, unless otherwise noted.

This presentation does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy or invitation to purchase or subscribe for any securities of DIF in any jurisdiction in which the making of such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction or would not otherwise be in compliance with the laws or regulations of such jurisdiction, and no part of this presentation shall form the basis of or be relied upon in connection with any contract or commitment or investment decision whatsoever. Specifically, any investment and/or voting decision should be made exclusively on the basis of the Thai Prospectus or the final offering memorandum (as applicable) or Unitholders Meeting Circular to be prepared by the Management Company and True in connection with the contemplated transaction. Investing in the investment units referred to herein involves certain risks and potential investors should note that the value of the investment units may go down as well as up. Investors shall obtain and review the relevant information carefully before investing. The recipients of this document must conduct their own investigation and analysis of the contemplated transaction and the information and data contained herein should the recipient proceed.

By attending this presentation and/or accepting a copy of this document, you agree to be bound by the foregoing limitations and conditions and, in particular, will be taken to have represented, warranted and undertaken that: (i) you have read and agree to comply with the contents of this notice; (ii) you are either (x) a U.S. person (as defined in Regulation S under the Securities Act ) who is a qualified institutional buyers as defined in Rule 144A under the Securities Act and also a qualified purchaser (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940) or (y) a non-U.S. person who is not a resident of the United States; (iii) a “special subscriber” as such term is provided in the Notification of the Capital Market Supervisory Board No. Thor Nor 1/2554 Re: Rules, Conditions and Procedures for the Establishment and Management of the Infrastructure Funds and the Notification of the Office of the Securities and Exchange Commission of Thailand No. Thor Nor 1/2554 Re: Rules, Conditions and Procedures for the Establishment and Management of the Infrastructure Fund; and (iv) you will not purchase any investment units referred to in this document except of the basis of information in the final Thai prospectus and/or the offering memorandum (as applicable) or UHD Meeting Circular prepared by True and the Management Company in relation to the contemplated transaction together with any supplementary prospectus/memorandum or other pricing information.

Investment contains certain risk. Investors are recommended to study the Thai prospectus and/or related information before making an investment.

For more information, please contact SCB Asset Management Company Limited at +66 2 777 7777, press 0, press 6.

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Performance Summary

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9.0

9.5

10.0

10.5

11.0

11.5

12.0

12.5

13.0

13.5

14.0

14.5

15.0

15.5

16.0

0

1

2

3

4

5

6

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul

Monthly ADTV (RHS) Unit Price (LHS)

24 July Announced

dividend (THB 0.2365)

2016 2014

Key Developments Since Fund Inception

Source: SETSMART and Bloomberg as of July 2016 Note: Dividend payment from profits, no capital reduction

LIQUIDITY

Shares mm US$mm

5-Day ADTV 5.9 1.9

20-Day ADTV 6.5 2.1

3-Month ADTV 8.3 2.6

6-Month ADTV 7.7 2.4

Key Events Since Inception

3

9 Jun Anchor tenant

announced recapitalization

25 Jul TRUE’s

shareholders approved the

Recapitalization

29 Oct DIF’s

announcement of colocation with

DTAC

2 May XD for

dividend (THB 0.2643)

6 Aug XD for

dividend (THB 0.1938)

27 Oct Announced

dividend (THB 0.2603)

27 Dec 2014 IPO

THB 10.00

19 Jan 2015 DIF’s

announcement of additional

asset acquisition

2015

29 April Announced

dividend (THB 0.235)

26 Oct Announced

dividend (THB 0.2370)

2014

2015

26 Jan Announced

dividend (THB 0.2375) 26 Apr

Announced dividend

(THB 0.2380)

20 Jan 2016 Signed amended deal with DTAC 31 Aug

Announced name-changing

to DIF

26 July Announced

dividend (THB 0.2390)

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1,518 1,461 1,461 1,461

5,901 5,788

269 269 269 269

1,076 1,076

1,787 1,730 1,730 1,730

6,977 6,864

1Q15 2Q15 3Q15 4Q15 FY2015 2015F

Total Income Unearned income

+

1,294 1,334

295 295

1,589 1,629

1Q16 2Q16 3Q16 4Q16 FY2016 2016F

Net investment income Unearned income

2015 and Q1- 2 2016 Performance Summary

Adjusted Revenue 2015 Adjusted Net Investment Income 2015

Unit: THB mm

Source: DIF Financial Statements for 2015, and Q1-2 2016 and forecasted financial statement for 2015 (1) Unearned income = advanced rental income for both batches of towers

Adjusted Revenue 2016 Adjusted Net Investment Income 2016

Unit: THB mm Unit: THB mm

4

+

=

+

+

=

+ +

1,563 1,572

295 295

1,858 1,867

1Q16 2Q16 3Q16 4Q16 FY2016 2016F

Total Income Unearned income

1,408 1,222 1,194 1,224

5,048 4,685

269 269 269 269

1,076 1,076

1,677 1,491 1,463 1,493

6,124 5,761

1Q15 2Q15 3Q15 4Q15 FY2015 2015F

Net investment income Unearned income

Unit: THB mm

+ + =

+ + +

= =

= + + +

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84,849 (1,382) 1,334 2 (29) 84,773 84,216

NAV as at31 Mar2016

Cashdistribution

- Q1'16

Netinvestment

income

Netunrealized

gain onINV

Netunrealizedloss from

SWAP

NAV as at30 Jun2016

MarketCap as at

30 Jun2016

2015 and Q1- 2 2016 Performance Summary (Cont’d)

Dividend Distribution 2Q 2016 Net Asset Value

72,113 (133) 1,408

(1,365)

72,111 73,181

NAV as at 31Dec 2014

Netunrealizedloss fromSWAP

Netinvestment

income

Cashdistribution

NAV as At31 Mar 2015

Market Capas at 30 Apr

2015

14.61 (0.24) 0.23 0.00 14.60

Unit: THB mm

THB / Unit

14.50

0.24 0.24 0.24 0.24

0.95 0.91

0.24 0.24

1Q15 2Q15 3Q15 4Q15 FY2015 FY2014 1Q16 2Q16

Unit: THB per Unit

+

(1)

=

103.5%

+

Source: DIF Financial Statements for the year 2015, and for quarter 1 and 2 2016 (1) DPS for 23 Dec 2013 to 31 Mar 2014 is THB0.26 per unit. After removing dividend for the period from 23 to 31 Dec 2013 by pro-rating using number of days, adjusted DPS for the period from 1 Jan 2014 to 31 Mar 2014 is THB0.24 per unit

2015

5

2014 1Q16

+

2Q16 (0.00)

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FY 2015 P&L Analysis

Accounting Revenue - 2015

4Q 2015 Net Asset Value

72,113 (133) 1,408

(1,365)

72,111 73,181

NAV as at 31Dec 2014

Netunrealizedloss fromSWAP

Netinvestment

income

Cashdistribution

NAV as At31 Mar 2015

Market Capas at 30 Apr

2015

12.36 (0.24) 0.21 (0.01) 12.32

Unit: THB mm

THB / Unit

12.40

71,812 (1,376) 1,224 (81) 71,579 72,019

NAV as at 30Sep 2015

Cashdistribution -

Q3'15

Netinvestment

income

Netunrealized

loss from INV& SWAP

NAV as at 31Dec 2015

Market Capas at 31 Dec

2015

Expense - 2015

3,000 Towers (TRUE) (636.0)

11%

Tower + FOC transmission (AWC&BFKT)

(3,111.7)

55%

FOC Network + UBB

(AWC&TUC) (1,946.3)

34%

2015 Accounting Revenue Breakdown

6,000 Towers (TRUE)

(1,025.9)

17%

Towers + FOC Transmission (AWC&BFKT)

(3,112.1)

50%

FOC Network + UBB

(AWC&TUC) (2,081.7)

33%

2016 Accounting Revenue Breakdown excl. 3rd party

Unit: THB mm

Unit: THB mm

1. Fund Management Fee 64.4

2. Mutual Fund Supervisor Fee 14.0 3. Registrar Fee 5.0 4. Telecom Asset Manager Fee 47.4 5. Operating Expense 94.0 6. Finance cost 596.6

1

2

3

4

5

2 3 1

4 5

Adjusted NAV(2) <= THB 30 bn 0.11% of the portion THB 30 bn < Adjusted NAV <= THB 50 bn 0.075% of the portion Adjusted NAV > THB 50 bn 0.05% of the portion

NAV <= THB 50 bn 0.02% of the portion NAV > THB 50 bn 0.018% of the portion

0.023% of the registered capital of the Fund, a maximum of Baht 5.0 million

Criteria

(1) Admin services: Fixed THB 18.3 mm in 2014 with CPI growth + Variable 0.15% of monthly net revenue (2) Marketing services: Fixed THB 20 mm in 2015&2016 only + Variable 2% of 3rd party revenues

Right of Way cost for both batches = THB 94.0 mm

Mar 6 to Sep 4, 2015: Interest Expense per Facility Agreement = THB 329.9 mm Loss from Interest Rate Swap (IRS) agreement = THB 26.6 mm Sep 5 to Dec 31, 2015: Interest Expense per Facility Agreement = THB 207.0 mm Accrued loss from IRS agreement = THB 26.1 mm(3) Total = THB 589.5 mm

(2) Adjusted NAV is the total assets minus non-interest bearing liabilities. (3) This item is not shown in P&L. 6

1

2

3

4

5

6

Tower (TRUE): 3,000 towers in 2015 FOC Network (AWC&TUC) Upcountry Broadband System (TUC) Tower (AWC&BFKT): 6,183 towers FOC Transmission (BFKT)

636.0 (1)

782.9

1,163.4

1,560.3

1,551.4

(1) Accounted for the rental revenue from 3,000 towers only in 2015 and partial rental revenue from DTN

= Rental Income = Income from the right to receive net cash flow

Note: + +

+

Fund Management Fee Mutual Fund Supervisor Fee Registrar Fee Telecom Asset Management Fee Operating Expense Finance Cost (6.1) Interest Expense (6.2) Front-End Fee

64.4

14.0

5

47.4

94.0

596.6 563.4

33.2

weighted avg. cost of debt = 5.46%

Payment Date: Beg of Sep & Mar

Mar 6 to Dec 31 2015: Front-End Fee = THB 32.4 mm (Total Fee: THB 196.5 mm, amortized over 5 years) Other Finance Cost = THB 0.8 mm

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Latest Transaction Summary

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Executive Summary of Investment in the Additional Infrastructure Business Assets No. 1

The Key Voting

Agenda*

To invest in additional assets from TRUE as following (The source of fund will be 100% debt)

Fiber Optic Cable (“FOC”) Assets (~303,453 core-km): 20-Year lease with call option (THB

500 million) at contract expiration and 11-year leaseback by TUC

Tower Assets (338 Towers): Right to net revenue of 11-year from lease of AWC’s tower

assets and asset transfer at contract ends

Key concerns and risks

Gearing risks: Debt/EBITDA will 2.57x (from 0.0x) and DEBT/Equity will be 0.19x (from 0.0x)

Interest rate risks:

Key Dates

XM

Unitholder Meeting

Investment Value The investment value is 13,100 THB mm

Benefit to

Unitholders

Inorganic growth opportunity to have more extensive FOC grid, offering more coverage

Immediate return accretive: The next 12-months DPU will accretive not less than 0.005

THB/unit (0.6% increase from pre-transaction DPU) as SCBAM have prescribed condition for

investment that this investment must cause projected DPU to increase as mentioned above**

Growth opportunity: 1) Increase in unused capacity of 89,635 core-km (30% of total capacity

of new FOC assets) to lease to 3rd parties and 2) Increase from utilization under lease back

contract from TUC

Key Concerns Gearing Risks: Debt/EBITDA will 2.32x (from 0.0x) and Debt/NAV will be 0.18x (from 0.0x)

Interest Rate Risks: Fund Manager considered hedging this risk

* TRUE will abstain from voting this agenda due to conflict of interest ** From Opinion of SCBAM in UHD Meeting Circular and refer to financial information based on scenarios for the projection period 1 April 2015 to 31 March

2016 by independent auditor 8

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Transaction Overview

Fund Name Digital Telecommunications Infrastructure Fund (“DIF”)

Transaction Acquiring additional telecom infrastructure assets, funding via debt

Fund Manager SCB Asset Management Company Limited

Sources/Cost of Fund 100% Commercial bank loan with Fixed Interest Rate at 5.46%

Investment Assets 7,981 km (or ~303,453 core-km) of Fiber Optic Cable (“FOC”) from AWC 338 towers from AWC

Asset Appraisers Capital Plus Advisory Company Limited (THB 15,797 – 18,832mm) Silom Advisory Company Limited (THB 16,903 – 18,112mm)

Transaction Size THB 13,100 million

Key Agreements

FOC Assets: 20-Year long-term leasehold of AWC’s FOC, with call option (THB 500 million) at contract expiration and 11-year leaseback by TUC

Tower Assets: Right to net revenue of 10-year from lease of AWC’s tower assets and asset transfer at contract ends

Tentative Loan Term 5-year bullet repayment term from Commercial Banks

Fund Supervisor Kasikornbank Public Company Limited

9

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Investment Summary

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DIF asset overview (post-transaction)

Source: Company information as of February 2015 (1) True to deliver or procure delivery of 3,000 towers by end of 2014 and 3,000 additional towers by end of 2015; however, advanced rental payments will be made by Real

Future (“RF”) starting from 1 Jan 2014. Once procured, these towers can be marketed for colocation to 3rd party mobile operators. (2) If in 2026, TRUE group renews its operating license, and either following condition is met (A) its total revenue from broadband service business is above pre-determined

threshold, or (B) total market share in broadband service > 33%, TRUE group is obliged to sublease for another 10 years or the remaining term of renewed license, whichever is shorter.

DIF’s telecom infrastructure asset portfolio is the biggest and the most diverse in Thailand in terms of interests in telecom towers and types of telecom infrastructure

AWC True BFKT TUC Assets / entity All

9,169 links & 47,250 km FOC

(680,400 core km)

5,112 km FOC (122,690 core km)

Fiber Optic Cable

(“FOC”) & Transmission

9,169 links & 60,343 km FOC (1,106,827 core km)

Sale of right to net revenues + Call Option (THB 10mn) Asset transfer Structure Total

4,698 towers

6,000 towers(1) 1,485 towers Towers 12,183 towers

Upcountry broadband

system (“UBB”)

1.2 million ports encompassing 6,114 km FOC

(198,085 core km)

1.2 million ports encompassing 6,114 km FOC

(198,085 core km)

(“New Tower Assets”)

7,981 km FOC (303,453 core km)

Growth

Growth

Long Term Lease +

Call Option (THB 500mn)

AWC

Call Option Year 2035

Lease-Back Contract Term

2025

2025 2026 + 10 Years(2) 2026 & 2027 2018 (Active Assets)

2026 (Passive Assets)

Growth

11

Potential Growth from 2025 onwards

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DIF asset overview – Contractual NCF Growth (Before Opex)

AWC True BFKT TUC Assets / entity All

Net CF: Stable (revenues received based on # of links) (No Opex borne by DIF)

Fiber Optic Cable

(“FOC”) & Transmission

9,169 links & 60,343 km FOC (1,106,827 core km)

Sale of right to net revenues + Call Option (THB 10mn) Asset transfer Structure Total

Rev: Fixed Exp: Assumed Growth Net CF: - 1%p.a. (No Opex borne by DIF)

Rev: Fixed Exp: Assumed Growth Net CF: - 1.5%p.a. (No Opex borne by DIF)

Towers 12,183 towers

Upcountry broadband

system (“UBB”)

Active & Passive Net CF: + CPI

1.2 million ports encompassing 6,114 km FOC

(198,085 core km)

Net CF: + 2.7% p.a.

Q: + 0.7% p.a. P: Fixed Net CF: + 0.7% p.a.

Long Term Lease +

Call Option (THB 500mn)

AWC

12

FOC Q: + 1.5% p.a. P: Fixed Net CF: + 1.5%p.a. Related Equipment Net CF: Fixed

Without good news (without 3rd party revenue) and bad news (without any unprecedented charges), net investment income to be distributed

to unitholders will likely grow at approximately 2% per annum.

Note: Assumed Inflation Rate = 2.0% per annum

Assumed

Inflation Rate

Expected

Distribution Growth

2.5% 1.9%

2.0% 1.8%

1.5% 1.7%

1.0% 1.7%

0.5% 1.6%

0.0% 1.5%

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Assets with growth

potential 64%

Stability 36%

Assets with growth

potential 57%

Stability 43%

Asset mix profiles

Asset Mix Proportion of assets with growth potential

Revenue Mix

Pre-transaction Post-Transaction

Post-Transaction asset mix is enlarged mainly by FOC assets which are sharable, with growth potential

Note: Calculation based on fund revenue from projected Financial Information for the period 1 April 2015 to 31 March 2016 by independent auditor

FOC 48%

Towers 52%

FOC 57%

Towers 43%

Pre-transaction Post-Transaction

Note: Calculation based on NAV as of 30 Sep 2014 and Appraisal report 26 Jan 2015 from Silom Advisory

Note: Calculation based on NAV as of 30 Sep 2014 and Appraisal report 26 Jan 2015 from Silom Advisory

Fund revenue 2015

pre post

Net revenue from True from new towers (straight

lined for accounting purpose)

581 581

BFKT & AWC towers (revenue sharing) 1,486 1,486

Revenue from third party (Existing assets) 11 11

New Towers - 66

BFKT FOC (net revenue sharing) 1,551 1,551

TUC 1,329 1,329

New FOC - 555

Total revenue 4,959 5,581

Physical Asset

Pre New Post

Towers 11,845 Towers 338 Towers 12,183 Towers

FOC * 803,374

Core-km

303,453

Core-km

1,106,827

Core-km 5,125 5,125

830

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

Pre Post

New towers and FOC assets

THB mm

* Not include FOC under upcountry broadband system Existing assets

13

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Financial Proforma after Transaction

DIF financial ratios are healthy at less than 2.5x Debt/EBITDA and 0.2x Debt/Equity

ActualPost Transaction

(Forecasted)

Revenue 5,946 5,958

EBITDA 5,687 5,657

Net investment income 4,935 4,942

Excess liquidity from advance rental 343 359

Distribution 5,494 5,252

Dividend/Unit 0.946 0.904

Debt 13100 13,100

Net asset 84,849 72,009

Debt/EBITDA 2.30x 2.32x

Debt/Equity 0.15x 0.18x

Peer's Debt/EBITDA* 5.69x

Peer's Debt/Equity* 1.80x

Source: Projected Financial Information for the period 1 April 2015 to 31 March 2016 by the fund manager’s estimate and proforma by the fund’s auditor Peers information from Bloomberg as of Feb 2015

The numbers on table above are based on the assumption of no rental from third party on the new asset

* Peers include American Tower Co, Crown Castle, and Tower Bersama

14

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134 135 139

0 112 192

90 180 130

0 157 181

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120 120 120

Investment Highlights - Towers

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Nationwide portfolio of telecom towers

Telecommunication towers located in all

77 provinces in Thailand

Allows BFKT to reach targeted network

populations of approximately 95% through

3G mobile services

BFKT and Real Future will continue to

use towers for mobile network

requirements and new and expanding 3G

and 4G-LTE networks

The New Tower Assets also will have

available slots to host other mobile

telecommunication service providers

BFKT and TUC’s FOC grid span

approximately 52,362 km across 73

provinces in Thailand

Unique portfolio of telecommunication towers and other infrastructure assets that will be one of the largest and most diverse in Thailand

12,183(3) telecommunications towers located in all 77 provinces of Thailand

Source: Company information. Note: Geographical split of towers includes New Tower Assets. (1) Excluding BMA. (2) BMA = Bangkok Metropolitan Area. (3) Includes 6,000 towers to be delivered by True, with 3,000 due by the end of 2014 and 3,000 due by the end of 2015.

Total 12,183 in ALL 77

provinces

East BFKT & AWC towers: 753

New Tower Assets: 562

% of total: 10.8%

North BFKT & AWC towers: 1,304

New Tower Assets: 835

% of total: 17.6%

Central and West(1)

BFKT & AWC towers: 957

New Tower Assets: 886

% of total: 15.1%

South BFKT & AWC towers: 1,028

New Tower Assets: 793

% of total: 14.9%

Northeast BFKT & AWC towers: 1,319

New Tower Assets: 1,130

% of total: 20.1%

BMA(2)

BFKT & AWC towers: 822

New Tower Assets: 1,794

% of total: 21.5%

16

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Announcement on Colocation with DTAC

Number of Towers Leased by DTAC Supported by All Stakeholders

115

1,000

Contract Signed Estimated numbers of towers by SCBAM and TAM in 2016

“Leasing telecom towers …enhance the fund’s revenue and dividend to investors…and reduce the fund’s single tenant risk.”

Smith Banomyong CEO of SCBAM

Unit: # of Towers

Source: IPO Offering Circular and DIF’s SET Notification (1) As of Dec 2015, TRUE delivered all of 6,000 towers, as stated in the agreement

“DTAC has agreed to lease an initial amount of 115 slots and expects to lease more slots from DIF next year.”

Khalid Shehzad Chief Technology Officer of DTAC

“TAM will focus on signing up more co-tenants for tower assets because …operators …are expanding their networks to fuel growth of their 3G services”

Songtham Phianpattanawit, Managing Director of TAM

“…a promising initial step of infrastructure sharing in Thailand…highly encouraged by NBTC”

Thakorn Tantasith Secretary-General of the NBTC

17

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120 120 120

9,900

4,000

5,000

2,500

AIS

DTAC

TRUE

CAT

TOT

DIF 6,000 ✓

13,000 but under concession with AIS until Sep 2015 (AIS is currently leasing this set of towers from TOT)

?

c.13,000 but under ownership disputes with AIS and DTAC ✘

c.7,500 but under disputes with CAT

✓ Marketable ? Potentially marketable in the future

✘ Not marketable in the foreseeable future

Readily available for rent?

Description

3,000 towers delivered to DIF within 2014 and another 3,000 within 2015

x Exclusively leased to CAT. Will be available for rent to other parties in 2025

x

Concession with AIS ends in Sep 2015. Ownership disputes between TOT and AIS

x Ownership disputes between CAT and operators

Telecom Tower Supply Landscape

Supply of Telecom Towers

2

1

1

2

3

4

Estimated Number of Existing Telecom Towers(2)

Source: IPO Offering Circular, company filings and public news sources (1) Estimated numbers of BTS slots demand and supply by SCBAM and TAM (2) Estimated numbers of existing towers in Thailand by SCBAM and TAM

3

4

DIF is well positioned to capture the demand for BTS slots given its neutrality and

assets that are readily available for rent

Currently the only player who actively markets telco towers to other operators

3,000 towers ready for lease within 2014 and another 3,000 within 2015

Key Drivers for Colocation

Higher frequencies require

more BTS to achieve the

same network coverage

compared to lower

frequencies

Mobile operators want to

rollout networks faster

(driven by the

requirement for 90%

nationwide 3G coverage

within 2015)

Less expensive than

constructing new towers.

Capex savings can

be used for other purposes

Estimated Number of Existing Towers(2)

? 6,183 to be transferred to fund in 2025 after exclusivity with CAT ends

18

?

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134 135 139

0 112 192

90 180 130

0 157 181

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165 80 180

120 120 120

Investment Highlights - FOCs

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134 135 139

0 112 192

90 180 130

0 157 181

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225 132 0

165 80 180

120 120 120

Readily available for rent?

Description

3,000 towers delivered to DIF within 2014 and another 3,000 within 2015

x Exclusively leased to CAT. Will be available for rent to other parties in 2025

x

Concession with AIS ends in Sep 2015. Ownership disputes between TOT and AIS

x Ownership disputes between CAT and operators

2

1

1

2

3

4

3

4

East TUC & AWC: 76,207 core-km

(+359%)

North TUC & AWC: 76,528 core-km

(+530%)

Central and West(1)

TUC & AWC: 149,597 core-km

(+315%)

South TUC & AWC: 64,072 core-km

(+189%)

Northeast TUC & AWC: 60,023 core-km

(+67%)

Assets Capacity & Utilization (excl. BFKT FOC &

UBB)

Increase the chance to attract 3rd parties

More extensive grid (increase 240%) offers

more coverage to other national operators

Majority (74%) of new FoC is access system

(compared with 54% before acquisition),

implying increase in marketability due to more

comprehensive coverage

Immediate cashflow generation with long-term lease

back from TUC

Improved margin from Economy of scale

Note: 1/ Excluding Bangkok * Excluding BFKT’s 680,400 core-km under revenue sharing and excluding FOC under upcountry broadband system

Total 426,427* core-km

nationwide

East TUC: 16,596 core-km

North TUC: 12,148 core-km

Central and West(1) TUC: 36,018 core-km

South TUC: 22,188 core-km

Northeast TUC: 36,025 core-km

Pre* Post*

Pre New Post

Capacity 122,974

Core-km*

303,453

Core-km

426,427

Core-km*

Utilization 60%-72% 65%-70% 63%-71%

Unused

Capacity

29,320

Core-km

(@72% TUC

reserve)

89,635

Core-km

(@70% TUC

reserve)

118,956

Core-km

Overview of DIF’s FOC Portfolio (excl.BFKT & Upcountry Broadband System) Nationwide portfolio of FOC grid that will be one of the largest and most diverse grid in

Thailand

20

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134 135 139

0 112 192

90 180 130

0 157 181

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225 132 0

165 80 180

120 120 120

Readily available for rent?

Description

3,000 towers delivered to DIF within 2014 and another 3,000 within 2015

x Exclusively leased to CAT. Will be available for rent to other parties in 2025

x

Concession with AIS ends in Sep 2015. Ownership disputes between TOT and AIS

x Ownership disputes between CAT and operators

Key Drivers of FOC Business

2

1

1

2

3

4

3

4

Consumer’s demand for more and faster data usage from mobile and fixed broadband internet

FOC business is growing fast and is with great potential due to rapid increase in consumer’s and corporate’s demand

Mobile segment

Higher penetration of smartphones in Thailand along with increasing

demand of non-voice services will drive demand for data network

Fixed broadband segment

Exponentially increasing internet and fixed broadband users will drive

demands for higher bandwidth from operators for improved internet

experience

0%

50%

100%

2008E 2009E 2010E 2011E 2012E

Thailand Bangladesh China

India Indonesia Malaysia

Pakistan

0

10

20

30

40

2012 2013 2014 2015 2016 2017

Mobile data plan subs

0

500

1,000

1,500

20

12

E

20

13

F

20

14

F

20

15

F

20

16

F

20

17

F

2G 3G 4G

Smartphone

penetration

Thailand’s increasing

smartphone penetration

Numbers of mobile

data plan subs

~56% CAGR growth

for mobile data usage

(2012-2017F)

Total network data

traffic by technology

Data traffic mostly

uses under 3G and in

the future 4G

0

500,000

1,000,000

1,500,000

2,000,000

2,500,000

2014

2013

2012

2009

2008

2007

2006

2005

2004

2003

2002

2001

2000

0

5,000,000

10,000,000

15,000,000

20,000,000

25,000,000

30,000,000

2013

2011

2009

2007

2005

2003

2001

1999

1997

1995

1993

1991

Total domestic

bandwidth

~57% 10Y CAGR growth

(2004-2014) for domestic

bandwidth from operators

Numbers of internet

users in Thailand

~16% 10Y CAGR growth

(2003-2013) of internet

users

Number of subs and

subscriber market share

Fixed broadband market is

shared among few players

‘000 TB

million

Bandwidth (Mbps)

Users

Source: Analysys Mason (information dated 5 July 2013) , NECTEC website (http://internet.nectec.or.th/webstats/, as of Oct 2014)

36% 37% 38% 38% 39% 40%

0

1

2

3

4

5

6

20

12

E

20

13

F

20

14

F

20

15

F

20

16

F

20

17

F

TRUE TOT 3BB Others

Fixed

broadband

subs

(million)

21

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134 135 139

0 112 192

90 180 130

0 157 181

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225 132 0

165 80 180

120 120 120

Readily available for rent?

Description

3,000 towers delivered to DIF within 2014 and another 3,000 within 2015

x Exclusively leased to CAT. Will be available for rent to other parties in 2025

x

Concession with AIS ends in Sep 2015. Ownership disputes between TOT and AIS

x Ownership disputes between CAT and operators

Key Drivers of FOC Business (Cont.)

2

1

1

2

3

4

3

4 Along with rapidly growing demand, regulatory support for digital economy opens up opportunity for

DIF to serve as a neutral platform

+

Government’s support to create platform for Digital Economy

Government ready to support and facilitate digital

economy

Thailand needs to develop telecommunication

infrastructure and networks, in form of “National

Broadband Backbone”, which would connect with the

“International Gateway”

ICT ministry plans to develop the broadband network to

provide access to at least 95% by 2020 up from 27% in

2014

Consumer’s demand for more and faster data usage from mobile and fixed broadband internet

Mobile segment

Higher penetration of smartphones in Thailand along with

increasing demand of non-voice services will drive demand

for data network

Fixed broadband segment

Exponentially increasing internet and fixed broadband users

will drive demands for higher bandwidth from operators for

improved internet experience

DIF, as a neutral telecom infrastructure platform, will be able to serve the industry’s rapidly increasing demand of data usages, from its available dark fiber capacity, providing telecom operators with:

More economical for long-term usage

Shorter time to market

Higher flexibility from DIF’s extensive grid coverage

Source: Information on digital economy from 1) news from The Government Public Relations Department as of Dec 2014 http://thailand.prd.go.th/print_news.php?id=7531 2) NBTC broadband penetration as of Q4 2014 3) ICT ministry policy framework as of Aug 2014

22

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0 112 192

90 180 130

0 157 181

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165 80 180

120 120 120

Stages of Demand & Opportunity to DIF

Capacity

Demand under Capacity Current Stage High Demand Growth Maturing Stage

Use one own’s network

• Demand < operator’s

capacity / coverage

• Operator utilizes its own

invested network to

perform their services

Rent bandwidth from other

operators

• Demand > operator’s

capacity / coverage

• Operator begins to rent

capacity (bandwidth) from

others where they require

coverage

• Likely prefers renting

capacity than investing

• Relatively more expensive

Lease dark fiber from DIF

• Demand > operator’s capacity /

coverage in scale

• Operator requires to secure large

bandwidth and likely to invest in

dark fiber and equipment

• Opportunity for DIF to lease its

unused dark fiber

• Relatively cheaper than renting

bandwidth

Opportunity for consolidation of

nationwide FOC into DIF

• DIF reaches economy of scale,

providing:

• Competitive pricing for leasing

of dark fiber over each player’s

investing in own’s network

• Opportunity to DIF for

additional acquisitions and

consolidation of nationwide

FOC grid

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Key Target Customers & Opportunity to DIF’s FOC

Key Players Business Segment Network coverage Key Developments

Mobile, Broadband, and

Corporate link Nationwide

Mobile, Broadband, and

Corporate link Nationwide

Mobile, Broadband, and

Corporate link Nationwide

Broadband, and

Corporate link Nationwide

Corporate link Specific province and not

fully nationwide Currently having MoU

Corporate link Specific province and not

fully nationwide

Currently having MoU

Corporate link Specific province and not

fully nationwide

Currently having MoU

Mobile, Broadband, and

Corporate link

Nationwide for mobile

Base station only

Currently under discussion with DIF

Internal use for mobile Nationwide for mobile

Base station only

Currently under discussion with DIF

DIF’s

Potential

Target

Customers

DIF’s potential target customers are telecom players who do not have nationwide coverage and/or players who may require specific areas of reach to their customers

24

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0 157 181

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Appendix

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120 120 120

DIF structure (as of 31 March 2015)

Source: Company information.

DIF

True

Public unitholders

Marketing of services for telecom infrastructure assets

Fund supervisor appointment agreement

Telecom asset manager

71.89%

Dividends

Dividends

Investment advisory committee

SCB Asset Management

(as Management Company)

Kasikornbank Public Co., Ltd. (as Fund Supervisor)

Fund scheme

Investment advice

28.11% Pay rent for telecom assets

26