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3-Easier ways to shop

Multi-methods of payment

Cash

Credit Term Online payment

Cash on deliveryCredit CardO�ceMate bill payment slipMobile EDC

Warehouse

Free Next Day Delivery for the areas within Bangkok and nearby provinces,and 3-7 days for the areas in provinces outside.

For the purchase orders of 499 Baht

With a wide range of stock area over 7,200 sq.m. and the Intelligent Warehouse

Management Software,all of over 20,000 itemsare never out-of-stock.

Free DeliveryFree Delivery

Message from the Chairman 6

Board of Directors and Executive Management 8

Financial Highlights 13

Company Information and Nature of Business 15

Risk Factors and Risk Management 23

Shareholders Structure and Management 25

Corporate Governance 36

Management’s Discussion and Analysis on the Company’s 45

Operating Results

Report of the Audit Committee 50

Audit Report of Certified Public Accountant 54

Financial Statements 55

Content Page

Message from Chairman of the Board Dear Shareholders of OfficeMate Public Company Limited In 2010, OfficeMate Public Company Limited was enlisted in the Market for Alternative Investment (MAI) with the objective for fund-raising opportunities to create high potential growth of the Company to serve the future business development and competition. The issuance of 20,000,000 common shares was offered to the public under the consideration of the underwriter with the listing date on July 28, 2010. We have been well entrusted by the investors. Management and Administration in 2010 In 2010, the Company was affected by the unsettled political situation which had caused more closing dates in Quarter 2/2010. However, with the overall economic growth, it led to an additional growth of the stationery supplies and office equipment. As a result, the Company’s total revenue by Baht 176.49 million or by 19.31% to Baht 1,090.65 million due to the expansion of the customer base following the sales and marketing promotional plan and advertising through the Company’s catalogue in 2010. The increase of the aforementioned revenue led to the Company’s net profit of Baht 38.83 million, or increased by Baht 8.21 million, accounting for 30.81%. Apart from the adjustment of the sales and marketing strategy to handle the changing situation after the economic crisis in 2009, the marketing strategy which received the cooperation with its trading partners, the promotion to gain more access to the customers with quickness and tailor made service, including the worthwhile utilization of various communication channels to access the target group and to create the utmost efficiency, the Company also placed an importance upon the internal administration of ultimate efficiency by reducing and controlling expense procedures, particularly, the delivery fee. Thus, the sales and administration expenses in 2010 were at Baht 235.80 million which was lower that the growth of revenue from sales when compared with the 2009.

OfficeMate Public Company LimitedAnnual Report 20106

Corporate Governance In 2010, the Board of Directors determined to perform the Company’s business in accordance with the Good Corporate Governance and the Board also placed an importance upon the compliance with the regulations of laws and related rules concerning the listed companies in the mai with the operation of the following details: - The revision and improvement of the Good Corporate Governance Manual, Business Ethic Manual, and the Company’s Operating Authorization Manual were performed to be in accordance with the business operation environment; - The monitor and examination of the internal operation efficiency of the Company aimed to revise the risk management manual of the Company; - In 2010, there was a change of the Board of Directors with a new member, namely, Miss Napasorn Kochasan to be in the position of Mr. Anop Boontaveepat.

Activities for the Society The Company’s emphasis on activities for the society is one of the Company’s missions by “focusing of the importance of the society and environment” which have been continuously performed. In 2010, the Company had taken part in supporting and cooperating in activities promotion such as the Fight against the Crisis with Online Business Project to help political uprising affected entrepreneurs, taking part in helping flood affected people in the Donation for the Flood Affected People Project, the 4th OfficeMate Delivery Project: knowledge for children to develop poor schools’ library with the lack of knowledge resource development by providing books, education equipment, and developing schools’ building to facilitate the youth’s education and research. At last, the Board of Director would like to express our sincere appreciation to the shareholders, trading partner, and customers for their perpetual supports and to the Executives and staff of the Company for their dedication to drive the Company to be the leader of distributor of product and services through distance trade with efficient logistics process. The Company has realized the importance of the implementation of the information technology and telecommunication system. Thus, the Company will have continuous development of research and technology for the utmost benefit of the business operation and potentiality increase of the internal operation process. 21 February 2011 On behalf of the Board of Directors (SAHAS TREETIPBUT) Chairman of the Board (WORAWOOT OUNJAI) Managing Director

OfficeMate Public Company LimitedAnnual Report 2010 7

1. Mr. Sahas Tritipbut Chairman of the Board / Audit Committee / Independent Director 2. Mrs. Angkarat Priebjrivat Director / Chairman of the Audit Committee / Independent Director 3. Miss Chuleeporn Piemsomboon Director / Audit Committee / Independent Director 4. Mr. Worawoot Ounjai Director / Managing Director 5. Mr. Wichit Kitsawatpaisan Director / Executive Director 6. Miss Wilawan Rerkriengkrai Director / Executive Director/ Board of Directors’ Secretary 7. Miss Napasorn Kochasan Director / Executive Director

4 1 2

6 7

5 3

The Company’s Board of Directors


1. Mr. Worawoot Ounjai Managing Director 2. Mr. Wichit Kitsawatpaisan Vice President - Finance 3. Miss Wilawan Rerkriengkrai Vice President - Sales and Customer Relationship Management Division 4. Miss Napasorn Kochasan Vice President - Logistics Division 5. Mrs. Pattama Wannavittayapa Vice President - Marketing Division 6. Miss Saibua Rungsiyopas Vice President - Human Resources and General Management Division 7. Mr. Panu Kitsinthawee Vice President - Information Systems Division

1 2 4

6

3 5

7

The Company’s Executive Committee


Name-Last name/ Position Age Education/ Training Course

Share

holding

(%)

Experiences in the past 5 years Period

(B.E.) Position Company/Type of Business

SAHAS TREETIPBUT

Chairman of the Board

Member of the Audit

Committee

63 -MS (Computer and Information

Sciences)

Syracuse University

-BA (Statistics), Chulalongkorn

Business School, Chulalongkorn

University

- Advanced Management

Program For Overseas Bankers

The Wharton School, University of

Pennsylvania, USA

-Joint Government-Private sectors

National Defense Program, Class 12

National Defense College

- Director Accreditation Program

Thai Institute of Directors

- 2551-Present Chairman of the

Board

Krung Thai General Business

Services Co., Ltd. 2551-Present Chairman of the

Board

OfficeMate Pcl.

2547-2551 Executive Vice

President

Krung Thai Bank Pcl.

Assoc. Prof. ANGKARAT

PRIEBJRIVAT

Chairman of the Audit

Committee

Director

56 -Ph.D. (Accounting)

New York University

-Master of Accounting

Thammasart University

-Bachelor of Accounting


- Monitoring the Internal Audit

Function Program


- Audit Committee Program


- Director Certification Program




- The 4th Senior Executive Program

Capital Market Academy

- 2551-Present Chairman of the

Audit Committee

OfficeMate Pcl.

2551-Present Director OfficeMate Pcl. 2540-Present Associate Professor National Institute of Development

Administration

Miss CHULEEPORN

PIEMSOMBOON

Director

Member of the Audit

Committee

58 -MBA (Marketing)

Chulalongkorn University

- BA (Honor) in Marketing

Chulalongkorn University



- 2551-Present Director OfficeMate Pcl. 2551-Present Member of the

Audit Committee

OfficeMate Pcl.

2551-Present Lecturer Level 7 Kasetsart University

Profiles of Directors, Executives, and the Authorized persons of the Company



Share

holding

(%)



Mr. WORAWOOT OUNJAI

Director

Chairman of Executive

Committee

Managing Director

44 - MBA

National Institute of Development

Administration

- BA (Marketing)

Kasetsart University

- Director Certification Program




52.43% 2551-Present Director OfficeMate Pcl. 2551-Present Chairman of

Executive

Committee

2537-Present Managing Director

Mr. WICHIT KITSAWATPAISAN

Director

Executive Director

Finance Director

43 -Master of Accounting


-Bachelor of Accounting


- Certified SAP Consultant



0.53 2551-Present Director OfficeMate Pcl. 2551-Present Executive Director 2545-Present Finance Director

Mrs. WILAWAN

RERKRIENGKRAI

Director

Corporate Secretary

Executive Director

Sales Administration and

Customer Relations

Director

41 -MBA


-BBA Assumption University of

Thailand



- Company Secretary Program


- Contact center Operation

performance management

standard Certification

COPC® Corp Inc.

- Call center benchmarking

Thailand Productivity Institute

- ISO 9000-2000 - Internal Auditor/

Lead Assessor BVQI Program

-Six sigma black belt project by 3M

0.53 2551-Present Corporate

Secretary

OfficeMate Pcl.

2551-Present Director Executive

Director

2544-Present Sales Administration

and Customer

Relations Director

OfficeMate Pcl.




Share

holding

(%)



Miss NAPASORN

KOCHASAN

Executive Director

Logistics Director

45 -MBA

Chiang Mai University

-BA (Marketing)




-The Manager

- Advance Warehouse

Management

0.53 2554-Present Director OfficeMate Pcl. 2551-Present Executive Director 2551-Present Logistics Director 2546-2551 Operation

Manager

Mrs. PATTAMA

WANNAWITTAYAPA

Executive Director

Marketing Director

43 -MBA

Stamford International University

(Thailand)

-Mini MBA

University of the Thai Chamber of

Commerce

- Bachelor of Communication Arts

Bangkok University



-The Manager, Management and

Psychology Institute

The Chartered Institute of

Purchasing & Supply

0.53 2551-Present Executive Director OfficeMate Pcl. 2551-Present Marketing Director 2546-2551 Marketing Manager

Mr. Phanu Kitsintavee

Information Technology

System Director

36 -M.S. (Computer Science and

Information Systems)


Administration

-Bachelor Business Administration

(BBA) Assumption University

- The manager Program

0.11 2554-

Present

Information

Technology System

Director

OfficeMate Pcl.

2544-2554 Information

Technology System

Manager

Miss Saibua Rangsiyopas

Human Resources Director

46 -Master of Human Resources and

Corporate Development


Administration

-Bachelor of Humanities and Social

Sciences

Prince of Songkla University

- 2552-Present Human Resources

Director

OfficeMate Pcl.

2552 Assistant Executive Plus Co.,Ltd

2536 -2551 Human Resources

Manager

Ek-Chai Distribution System Co.,

Ltd. (TESCO LOTUS)



Financial Highlights

Remark: Based on the weighted number of common shares of 42,098,630 shares (as of December 31, 2008),

56,000,000 shares (as of December 31, 2008) and 68,065,753 shares (as of December 31, 2010)

2008 2009 2010 Statements of Income (Million Baht) Sales Revenue 925.74 871.16 1,045.23 Advertising Revenue 36.32 36.71 37.77 Other Revenue 3.37 6.28 7.65 Total Revenue 965.43 914.16 1,090.65 EBITDA 51.99 63.29 71.44 Net Profit 17.12 26.64 34.84 Balance Sheets (Million Baht) Total Assets 351.29 356.46 442.66 Total liabilities 268.70 254.52 221.33 Shareholders’ Equity 82.59 101.94 221.33 Shares Issued and Fully paid-up Share Capital (Million Shares) 56 56 80 Earnings per share (Baht) 0.41 0.48 0.51 Dividend per share (Baht) 0.13 0.19 0.17 Dividends Payout Ratio on Net Income (%) 42.51 39.95 39.03 Financial Ratios Net Income on Total Revenues (%) 1.77 2.91 3.19 Return on Equity (%) 22.4 28.87 21.56 Return on Total Assets (%) 4.66 7.53 8.72 Debt to Equity (Times) 3.81 2.84 1.47 Interest Coverage (Times) 4.74 8.79 21.32

ปี รายได้รวม (

2551 925.74

2552 871.16

2553 1,045.23

925.74

871.16

1,045.23

750.00

800.00

850.00

900.00

950.00

1,000.00

1,050.00

1,100.00

2551 2552 2553

Total Revenue (Million

Baht)

ปี รายได้รวม ( 2551 925.74

2552 871.16

2553 1,045.23

ปี กาํไรสุทธิ 2551 17.122552 26.642553 34.84

17.12

26.64

34.84

0.00

5.00

10.00

15.00

20.00

25.00

30.00

35.00

40.00

2551 2552 2553

ุ ิ้

Net income (Million Baht)


Roles and Responsibilities toward the Society in 2010 1. OfficeMate Delivery Project: The 4th Knowledge to Children Project It is the project that OfficeMate had improved the libraries of schools which lacked of fund to improved the libraries for students by receiving old books from the donation of OfficeMate’s customers and the people in general. The Company provided free door-to-door picking up of the donation. The Company also bought new academic and experience encouragement books for children. The project has been organized for 4 executive years with the objective to promote reading among children from kindergarten to primary school, including people living in the areas surrounding the schools. In 2010, Klong Kan Ya School, Bang Bor District was the chosen school to join the OfficeMate Delivery Project: The 4th Knowledge to Children Project 2. The Company had jointly donated to help the flood affected people across Thailand by offering Baht 100,000 through the News Family Project of Channel 3 at Maleenont Tower, on October 27, 2010.

3. The Telemarketing Division of the Company had set up the Sharing for Children project to donate necessities and money to the Eastern Child Welfare Protection Home on October 30 -31, 2010.


The Company’s General Information

Company Name OfficeMate Public Company Limited Nature of Business Distribution of stationery and office appliance through a catalog and receive purchase orders through Cal l Center, E-Commerce and E-Procurement systems Head Office 24 Soi On-nuch 66/1, Suanluang, Bangkok 10250 Warehouse 70 Moo 2, Ruampattana Road, Lumtoiting, Nongjok, Bangkok 10530 Registration Number 0107551000134 Registered Capital Baht 80 million, including 80 million shares Paid-up Capital Baht 80 million Home Page www.officemate.co.th Telephone (66) 2739 5555 Fax (66) 2721 1717

References 1. Registrar Thailand Securities Depository Company Limited 62 The Stock Exchange of Thailand Building, 4th, 7th Floor, Ratchadaphisek Road, Klong Toey, Bangkok 10110 Thailand. Telephone (66) 2596 9310 2. Auditor Mr. Vichai Rujitanont CPA License No. 4054 ANS Audit Company Limited 100/2 Vongvanij Building B, Rama 9 Road, Huaykwang, Bangkok, 10320 Thailand Telephone (66) 2645 0107-9


Year Major Development 1994 - Registered its incorporation with a start-up registered capital of Baht 5 million in order to

distribute stationery and office appliances through catalogs which were published for 20,000

copies for the first edition and receiving purchase orders through Call Center 1999 - Started its services through the website, www.officemate.co.th in order to increase the

efficiency and channels to easily access to the placement of purchase order service 2001 - Adjusted warehouse system to be an horizontal plane on an area of 2,000 square meters and

used warehouse management system which facilitates in warehouse management and product

transportation 2002 - Launched Intelligent Call Center system under which software system will play roles in

facilitating the efficient management and control of Call Center 2003 - Developed e-Procurement system, a B2B system to respond to specific organizational customers

’ demand 2005 - Published “at Office” magazine monthly, with approximately 40,000 copies of the first published

edition 2008 - Started to operate its business at the new modern warehouse which can support stationery and

office appliances of more than 10,000 items located on more than an approximately 7,200

square meters 2009 - started its services through the website, www.trendyday.com to respond to personal-use

customers’ demand by introducing new daily products under the brand, Trendyday 2010 - Listed its shares in MAI

Nature of Business

History and significant development Officemate Public Company Limited (the “Company”) registered its incorporation on 28 February 1994 by Ounjai family who has experienced in the business of stationery and office appliance distribution more than 40 years. At present, the Company’s registered capital is Baht 80 million with a full paid-up capital of Baht 80 million. At the beginning, the Company had operated its business in stationery and office appliance distribution through catalog sales and receiving purchase orders through Call Center. The Company, subsequently, expanded its business to cover furniture and related office appliances, together with developing its sale system to be easily accessible, convenient, modern and covering more areas through e-Commerce and e-Procurement systems in order to support purchase orders from both Governmental and private organizations who give much attention to effectiveness and transparency in the procurement process. Customers can place their purchase orders through the Company’s website instantly and the Company will provide a next working day delivery service within Bangkok and nearby provinces. To get ready for business expansion in the future, the Company has invested in a new large-size warehouse equipped with modern warehouse management system and modern equipment for transportations. With this investment, the Company will be able to support purchase orders from more than 5,000 organizations per day. In addition, the Company has newly expanded e-Commerce business, so called ec-Commerce (Electronic Community Commerce) with an aim to respond to personal-use customers through the website, www.trendyday.com by introducing new lifestyle products, focused on daily and modern products, under the brand, Trendyday. Adjustment in offensive marketing strategy has been conducted by producing monthly catalogs in order to increase channels for promotional presentation and to be as tools to continuously maintain relationship with customers. Major development of the Company can be summarized below:


Revenue 2550 2551 2552 2553

Million Baht

% Million Baht

% Million Baht

% Million Baht

%

Revenue from sales 811.13 95.8% 925.74 95.9% 871.16 95.3 % 1045.23 95.84%

Advertising revenue 26.09 3.1% 36.32 3.8% 36.71 4.0 % 37.77 3.46%

Other revenues 9.66 1.1% 3.37 0.3% 6.28 0.7 % 7.65 0.70%

Total revenues 846.88 100% 965.43 100% 914.16 100% 1090.65 100%

Overall business operation The Company operates its business in the distribution of stationery and office appliances through catalog sales. Its products are of good quality and more than 10,000 products meet the standards of other leading brands. The Company’s brands (House Brands) are categorized into 11 groups, including computer products, stationery and liquid paper, miscellaneous office appliances, glues, tapes and container products, paper, files and file equipment, meeting and presentation equipment, electronic office equipment, factory supply and building maintenance equipment, beverage, canteen appliances and cleaning equipment and office furniture. The placement of purchase orders can be made through Call Center under an online system, “OfficeMate Contact Center” through the website, www.officemate.co.th and the placement system developed for specific organization, called Office e-Procurement. At present, the Company’s customer base comprises more than 80,000 organizations from many leading organizations such as, PTT Public Company Limited, The Siam Commercial Bank Public Company Limited, Kasikornbank Public Company Limited, HSBC (Thailand) Co., Ltd., Federal Express (Thailand) Co., Ltd., Ajinomoto Co., (Thailand) Ltd., Charoen Pokphand Group, Mitr Phol Group, Airports of Thailand Public Company Limited, and other Governmental organizations such as Ministry of Science and Technology, Chulalongkorn University, The Thai Red Cross Society, Kasetsart University and the Ministry of Public Health. With catalog sales system, the Company is able to expand its business quickly and rapidly and respond to the increase of customers’ demand continuously due to unnecessary of launching of stores which require high investment and settlement period. In 2009, the Company expanded its business to cover personal-use customers through the website, www.trendyday.com, a new-concept website called ec-Commerce (Electronic Community Commerce) which combines an online community with an online placement of purchase orders. Besides stationery and office appliance, Trendyday has introduced daily products of more than 10,000 items, categorized into 15 groups, namely, beauty, health, computer games, fashion, books, gift shop and stationery, movies and DVDs, household decoration, household appliance, gadgets, mobile phones, kitchen appliances, entertainment, cameras, toys and pet products. The Company stresses on the distribution of good quality products and free delivery services within Thailand for the purchase orders of Baht 499 or more by a next working day delivery for the areas within Bangkok and nearby provinces and with satisfaction guaranteed.

Revenue structure The Company’s main revenue is from sales of stationery and office appliances, which are core products of the Company, where as catalogs generate advertising revenue to the Company. The structure of revenue is shown below:


Business goal The Company’s main goal is to be a leading company in the business of stationery and office appliance distribution through catalog sales and online system both through a website (Business to Customer: B2C) and e-Procurement system (Business to Business: B2B). The business aims to potential and stable organizational customers. In the future, the Company plans to increase its market shares in e-Procurement business from Governmental and private organizations in accordance with its service’s standard together with a delivery service of no more than a next working day. In addition, the Company’s goal is to be a leading company in an online department store available through websites, with an aim on personal-use customers. The Company’s plan is to increase a variety of products to respond to a modern lifestyle behavior and to provide information useful for decision making under a convenient and safe process of the placement of purchase orders together with a fast delivery service covering all areas in Thailand. In order to achieve such goal, the Company has set a policy to develop and train its personnel to be equipped with knowledge, ability and expertise in providing services to the Company’s customers. The Company stresses on the maintenance of quality, service standard and development in information technology to be up-to-date and to efficiently respond to customers’ needs.

Customers and targeted customers At present, the Company’s customer base comprises more than 80,000 customers, a majority of which are companies, shops and Governmental agencies located in Bangkok, industrial estate areas and nearby provinces. This is because such areas are within the Company’s competence to provide a next working day delivery service. Examples of the Company’s current customers are PTT Public Company Limited, Kasikornbank Public Company Limited, HSBC (Thailand) Co., Ltd., Federal Express (Thailand) Co., Ltd., Ajinomoto Co., (Thailand) Ltd., Charoen Pokphand Group, Mitr Phol Group, Airports of Thailand Public Company Limited, and other Governmental organisations such as Ministry of Science and Technology, Chulalongkorn University, The Thai Red Cross Society, Kasetsart University and the Ministry of Public Health. In addition, the Company has set a plan to increase a variety of customers’ bases to Bangkok area, nearby provinces and other significant provincial towns in regions through more than 40 sales representatives and continuous advertising. In year 2010, the Company’s customers cover organizations, companies and shops engaged in the business of all kinds. The sale ratio divided by types of business is as follows: A sale volume of 49% is from industries and factories and 24% from general commercial business. Types of customers are varied into many business types including service businesses and specific service businesses, real estates, government services and state enterprises, hospitals and educational institutions and others which show that the Company is capable to completely respond to the needs of various customers and that concept is a significant factor in business growth.


Graph showing sale volume in year 2010 classified by customers’ business type

Graph showing sale volume in year 2010 classified by customers’ region

Sale volume ratio classified by business type 2010

Sale volume ratio classified by region (including Bangkok and Metropolitan region)


Major customers are in Bangkok and metropolitan regions or representing 77% of the sale volume in 2010. The second is in eastern region, representing 9% and 6% and 8% in central region and in other regions, respectively. With efficiency in providing services to cover all areas in Thailand, the Company’s customers’ base expands to all regions and the Company is able to meet the demand from nationwide customers including that from large organizations with many branches all over the country. In addition, the Company sets its goal to expand customers’ base into individual customers. In the beginning, the Company aimed into employees of the Company and customers who have experienced online placement of purchase orders. The Company takes its advantage in transportation to facilitate its customers both in Bangkok and other provinces and applies a marketing strategy, sale promotion and communication through e- Communication to persuade and build customers’ confidence in the Company’s products and services.

Distribution and delivery Distribution channels of the Company can be divided into two channels as follows: 1. Placement of purchase orders to staff of the Company through Call Center The Company distributes stationery and office appliances through 4-color catalogs, published annually in 200,000 copies in year 2010 so as to present various products of more than 10,000 items. These catalogs represent as shop windows fulfilled with various products from the Company under recognized brands. Customers can make a comparison of products before placing their purchase orders through Call Center at “OfficeMate Contact Center: 02-739-5555” supported by more than 200 telemarketing staffs. These staffs are trained to understand the products and services regularly, including a placement of purchase order system through 30 fax lines called OfficeMate Fax Ordering at 02-763-7555 to support the placement of purchase orders from regular customers which are organizations. In addition, the Company publishes catalogs monthly in order to increase tools for introduction of new and monthly promotional products and for building and maintaining relationship with customers continuously. Individual customers can place their purchase orders by phone at “Trendy Contact Center: 02-730-7777” and by fax at “Trendyday Fax Ordering 02-763-5555” 2. Online placement of purchase orders The Company has developed the system of the placement of purchase orders through the website, www.officemate.co.th which aims to organizational customers, companies and shops (Business to Business: B2B). These customers tend to place their purchase orders for office appliance products. Under this website, like catalog sales, the customers can register and place their purchase orders for all types of products which have been always developed and adjusted to be in line with changes in market plans and technologies. The website, www.trendyday.com aims to service to individual customers (Business to Customer: B2C). Under this website, not only users can place their purchase orders for daily products but they also can communicate and enjoy online social network under a variety of special forms so as to respond to modern users.



In addition, the Company has developed e-Procurement system to match with specific organizational customers’ demand. This system connects a product procurement system of customers into a placement of purchase order system of the Company. The Company has set its policy to be aggressive in the business through e-Procurement system. This system facilitates customers to save their time and procedures for placing of purchase order and to reduce hidden costs incurred from maverick purchasing, including to control and check the purchase order. This system not only creates value added to customers but makes the Company different from others. With regard to product delivery, the Company provides a next working day free delivery service for the minimum purchase orders of 499 Baht to customers in Bangkok area and 11 nearby provinces, namely, Samut Prakan, Nonthaburi and certain areas in Nakhon Pathom, Chonburi, Ayutthaya, Rayong, Pathum Thani, Chachoengsao, Samut Sakhon, Prachinburi and Sa Kaeo by more than 60 cars. For customers in the provinces outside the Company’s service, the Company will deliver products via Thailand Post Co., Ltd. and reliable delivery services companies free-of-charge within 3-7 working days.

Competitive situation in stationery and office appliances distribution The competition in prices in stationery and officer appliances distribution market is high because product characteristics are not different and there are many competitors in the market. Enterprisers in this business can be divided into 4 groups as follows: (1) Modern trade group such as Tesco Lotus, Big C, and Carrefour which provide stationery zones with low-price products but not various (2) A group providing only stationery and office appliances (Category Killer), a distribution channel of which can be classified into 2 types as follows: - Distribution through their own stores. This type mainly aims to walk-in customers (cash and carry). Previously, there were two enterprisers under this group, namely, Office Depot and Office Center but they are the same company now after Office Depot, Thailand has purchased the business of Office Center in May 2008. - Non-store distribution such as through call center and online purchase order placement through websites such as Lyreco (Thailand) Co., Ltd. and Officemate Public Company Limited (3) General stationery and office appliance stores which are many and located in common communities. (4) A group selling specific products directly to customers such as Double A and Metro Systems Corporation.

Marketing strategy In order to be able to compete with other enterprisers, the Company has proceeded with the following marketing strategies: 1. Being One Stop Service which provides a variety of products through sales representatives and sales supporting system so as to efficiently provide information and recommendations to customers for purpose of reducing customers’ procurement costs.


2. Providing distribution service of daily products through online system in order to respond to individual customers’ needs and offering online social network to support online community 3. Building a standard for products presented in catalogs to be of good quality and acceptable to customers, manufacturers and other business of similar nature and to be as an advertisement to promote products and organizations, both the Company and manufacturers or suppliers. - One price policy, inspected and trusted by the procurement divisions of more than 80,000 leading organizations which are continuously strict to our services. Customers are confident that our prices are standard and comparable under selection and inspection process conducted by the Company’s procurement division. - Free delivery service for the minimum purchase of 499 Baht. This strategy creates the Company’s compatibility due to it saves customers’ time. - Continuous promotional products. Customers can access to the Company’s monthly promotion through free monthly catalogs which are distributed to companies and organizations and through the Company’s website. Examples of the Company’s promotions are Officemate Member Rewards under which every purchase of 100 Baht can be converted to 5 points and customers can use their points to redeem rewards through the website, www.trendyday.com , e-coupon, a promotion program for products under Trendyday website, aiming to encourage customers to place their purchase orders through a website regularly. Customers can register to get e-coupon through the website. - Sale services and maintenance of relationship. The Company realizes the importance of customers’ satisfaction which is considered a significant factor for achievement in catalog sales business. The Company has developed systems to facilitate customer’s convenience such as OfficeMate Contact Center system, equipped with staff who are ready to service and provide information in case that any questions may occur and OfficeMate Live Support system, a service providing information and suggestions about placement of purchase orders by our staff through online conversation on the Company’s website. Customers can access to the Company’s services and information during working hours on working days and they can place their purchase orders or check on details of products, search for specific products, question on any services, request news or question on any promotions and other services. The Company guarantees customers’ satisfaction on products and is pleased to accept any change or return within 7 days if customers are not satisfied with the products or services. This process builds customers’ confidence in the Company’s products and after-sale services.


Risk Factors and Risk Management

Risk factors in business operation of the Company can be summarized as follows: Risk from economics condition fluctuation The fluctuation of economics condition may result in that the Company’s customers, which mainly are companies and shops, manage their budgets more carefully which causes the decrease of the volume of purchase orders for stationery and office appliances or the slowdown of the volume of purchase orders and consequently affecting a sale volume of the Company. To reduce such risk, the Company has planned to increase a variety of types of products to additionally respond to the demand from customers under our partners’ brands and house brands which are tools to increase the volume of purchase orders. In addition, the Company has planned to expand a variety of its organizational customer base and expand its customer base more to individuals. Since 2009, the Company has increased daily products such as beauty and health products, computer games, books, household appliances and toys to respond to personal-use customers’ needs. Risk from industrial competition There are many competitors in the business of stationery and office appliances distribution, including distribution of the products related to daily life. In addition, since this business does not cost a high investment, it gives an opportunity to new investors to easily complete with us. Different characteristics of enterprisers such as retail shops, modern traders, direct sales and catalog sales, create the different forms of competitions. The Company focuses to maintain its leadership in the business of distribution of stationery and office appliances through catalog sales and e-Commerce system and to expand its business to meet individual customers’ needs all over by emphasizing on the importance of product quality with compatible prices, the modern management system so as to adjust and develop its sales through call center system and the placement of purchase orders through website, together with providing delivery and after sale service free-of-charge. The Company’s purpose is to make the services from the Company different, create an ability to compete with others, including maintain endurable market shares. Risk from major shareholders who have influence on decision making on policy and management of the Company After public offering, Unchai family, a major shareholder and executive of the Company will hold shares in aggregate of approximately 71.49% of the paid-up capital, resulting in gaining of the control over a resolution of a shareholders’ meeting on any matters, except for the matters regulated


by laws or Articles of Association of the Company to obtain three-fourths of the votes in a shareholders’ meeting. Therefore, other shareholders may not aggregate their votes for purpose of inspection and balancing power from major shareholders, except for the matters under which Mr. Worawoot Ounjai has an interest in accordance with the definition of the Stock Exchange of Thailand. However, a group of major shareholders intend to operate business with clear, independence, transparency and endurance in accordance with Good Corporate Governance, which can be checked by the shareholders, as elaborated in management structure of the Company. The management structure comprises three committees namely, Board of Directors, Audit Committee and Executive Committee which comprises individuals equipped with knowledge and ability and there are clear scopes of responsibilities of such committees. Risk of relying on executives In the start of the business, the Company had relied on executives who played roles in determination of objectives, business strategies and business management in order to enhance the growth of the business with efficiency by systematic work procedures such as call center system, warehouse management system and modern information technology system in order to allow the Company to operate its business with a low risk of relying on such executives. However, the Company still relies on such executives to determine strategies and business directions, business plans and decisions related to future projects. Risk management The Company foresees the importance of a risk management of the organization as a whole. The Company has established a committee to proceed with a risk management and to act in inspecting and directly supervising on a risk management such as financial risks, operation risks and business risks. The committee of risk management shall report to the Audit Committee quarterly as it may deem appropriate and the Audit Committee shall carefully consider a risk management report and propose to the Board of Directors afterwards.


Shareholding structure and Management

List of Major Shareholders as of 29 October 2010

Remark : * Ounjai Family consists of

1. Mr. Worawoot Ounjai hold 41,941,000 shares or 52.43% of paid-up capital

2. Mrs. Malinee Ounjai hold 4,000,000 shares or 5.00% of paid-up capital

3. Mrs. Pranee Ounjai hold 3,250,000 shares or 4.06% of paid-up capital

4. Ms. Jutima Ounjai hold 2,000,000 shares or 2.50% of paid-up capital

5. Ms. Jutiporn Ounjai hold 2,000,000 shares or 2.50% of paid-up capital

6. Ms. Ploy Ounjai hold 2,000,000 shares or 2.50% of paid-up capital

7. Mr. Poom Ounjai hold 2,000,000 shares or 2.50% of paid-up capital

No. Name-Last Name No. of Shares % 1. Ounjai Family* 57,191,000 71.49

2. Mrs Piyarat Boonsawang 2,598,200 3.25

3. Mr. Wichaya Meka-Apirak 850,000 1.06

4. Ms. Tanaporn Prechathanachot 750,000 0.94

5. Mr. Monchai Leesirikul 700,000 0.88

6. Mr. Anuchit Kijtharnthong 700,000 0.88

7. Mr. Peeranat Tantipoj 642,300 0.80

8. Mr. Anop Boonthaveepat 481,000 0.60

9. Mrs. Kanittha Viriyaphol 450,000 0.56

10. Ms. Napasorn Kochasan 421,000 0.53

11. Mrs. Pattama Wannavittayapa 421,000 0.53

12. Mr. Wichit Kitsawatpaisan 421,000 0.53

13. Ms. Wilawan Rerkriengkrai 421,000 0.53

14. Mr. Napat Panchakunathorn 420,000 0.52


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Authorized Directors with the Company’s Seal Affixed Mr. Worawoot Ounjai signs with the Company’s seal affixed or Mr. Wichit Kitsawatpaisan, Ms. Wilawan Rerkriengkrai, Ms. Napasorn Kochasan, two-thirds of the aforementioned Directors jointly sign with the Company’s seal affixed. Scope and Power of the Board of Directors 1. To comply with laws, objectives, regulations, and the resolution of the shareholders’ Annual General Meeting with honesty, responsibility, carefulness, protection of the Company’s interest on the basis of the Good Corporate Governance principles; 2. To revise and consider providing opinion on important details such as policy, business operation strategy, business plan, large project budget, administration power, and others as stipulated by law, including the supervision and management of the Executive in order to comply with the assigned policy with efficiency and effectiveness; 3. To establish reliable accounting system, financial report, and auditing, as well as to ensure the efficiency and effectiveness of the internal control system, the internal auditing, and the risk management; 4. To prepare the annual report of the Board of Director and to be responsible for the preparation and the disclosure of the financial statement to present the annual financial status and the operating results which to be proposed to the shareholders of the Company;

Management Structure The Company’s management structure consists of 3 Committees, namely, the Board of Director, the Audit Committee, and the Executive Committee, and the Executive with the following details: 1. The Board of Directors The Board of Directors consists of 7 members, who have already participated in the training courses of the Thai Institute of Directors, as follows: - 3 Non-Executive Independent Directors, accounting for more than one-thirds of the Board of Directors. - 4 Executive Directors

Name Position 1. Mr. Sahas Trtipbut Chairman of the Board and Independent Director

2. Mrs. Angkarat Priebjrivat Independent Director

3. Ms. Chuleeporn Piemsomboon Independent Director

4. Mr. Worawoot Ounjai Director

5. Mr. Wichit Kitsawatpaisan Director

6. Ms. Wilawan Rerkriengkrai Director

7. Ms. Napasorn Kochasan Director

Ms. Wilawan Rerkriengkrai also acts as the Secretary to the Board of Directors.


Ms. Valdee Sibunruang from IVL Auditing Co., Ltd. is the Independent Auditor and the Secretary to the Audit Committee. Remark : 1. Mrs. Angkarat Priebjrivat, Mr. Sahas Treetipbut, and Ms. Chuleeporn Piemsomboon are the Directors with knowledge and experience in the auditing of the Company’s financial statements. 2. The 3 Independent Directors of the Company have no business relationship or professional services to the Company. Scope and Power of the Audit Committee 1. To verify the accuracy and sufficiency of the Company’s financial report; 2. To ensure the suitability and effectiveness of the Company’s internal control system and internal auditing system and to consider the independency of the internal auditing unit, as well as to provide an approval of consideration of appointment, transfer, disemployment of the head of the internal auditing unit or other units with the responsibility of the internal auditing;

Name Position 1. Mrs. Angkarat Priebjrivat Chairman of the Audit Committee 2. Mr. Sahas Tritipbut Member of the Audit Committee 3. Ms. Chuleeporn Piemsomboon Member of the Audit Committee

5. The Board of Directors may assign a Director or Directors or others to perform a task on behalf of the Board of Directors. However, the aforementioned authorization shall not include the authorization which facilitates the Director or the authorized person from the Director to approve the transaction with the conflicts of interest of the Director or the person, or any other interest with the Company or its subsidiaries, unless the approval of the transaction is the normal business transaction which follows the general trading agreement as stipulated by the Board of Directors on the authority and/or financial amount under the condition and procedure stated in the connected transaction, and the acquisition and disposal of the important assets of the listed companies following the regulations of the Stock Exchange of Thailand or the notifications of the Securities and Exchange Commission. Thus, the scope and power of the Board of Directors shall conform to law and regulations of the Company and related organizations, namely, the Securities and Exchange Commission and the Stock Exchange of Thailand. Also, the Directors or persons with possible conflicts of interest, or interested persons in any form shall be abstained from voting right of that certain subject.

2. The Audit Committee The Audit Committee consists of 3 Independent Directors, namely,


3. To ensure the Company’s compliance with the Securities and Exchange law, the regulation of the Stock Exchange, and laws related with the Company’s business; 4. To consider, select, and appoint candidates with independency to be the Company’s Auditor and to propose the remuneration of the said person, as well as to attend the meeting with the Auditor without the presence of the management at least once a year; 5. To consider the connected transaction or possible conflicts of interest transaction to follow laws and the regulations of the Stock Exchange, to ensure the reasonability and the utmost benefit to the Company of the aforementioned transactions; 6. To prepare the Audit Committee report by disclosing in the Company’s Annual Report. The report shall be signed by the Chairman of the Audit Committee and shall consist of at least the following details: a) Opinion on accuracy, completeness, and creditability of the Company’s financial statement; b) Opinion on the sufficiency of the Company’s internal control system; c) Opinion on the compliance with the Securities and Exchange law of the Stock Exchange or the law related to the Company’s business; d) Opinion on the suitability of the Auditor; e) Opinion on the transaction with possible conflicts of interest; f) Numbers of the meetings of the Audit Committee and the attendance of each member of the Audit Committee; g) Opinion or remark which the Audit Committee receives from its performance following the Charter; h) Other items which the shareholders or general investors should be acknowledged under the scope and responsibility assigned by the Board of Directors. 7. Any operation assigned by the Board of Directors with an approval from the Audit Committee. To comply with the aforementioned duties, the Audit Committee shall be directly responsible to the Board of Directors, and the Board of Directors shall have the responsibility of the Company’s operation toward the third party.

3. Executive Committee The Executive Committee of the Company consists of 6 members, namely:

Name Position 1. Mr. Worawoot Ounjai Chairman of the Executive Committee 2. Mr. Wichit Kitsawatpaisan Executive Director 3. Ms. Wilawan Rerkriengkrai Executive Director 4. Ms. Napasorn Kochasan Executive Director 5. Mrs. Pattama Wannavittayapa กรรมการบริหาร6.Mr.Panu Kitsinthavee Executive Director Executive Director


Scope and Power of the Executive Committee 1. To stipulate business policy, goal, operational plan, business strategy, and annual budget to propose to the Board of Directors for further consideration of approval; 2. To manage the Company in order to follow the business objectives, goal, operating plan, business strategy, and budget approved by the Board of Directors; 3. To stipulate the corporate structure and the internal administration authority for the utmost efficiency; 4. To consider approve the investment expenditure or transactions, applying for loans or credit from financial institutions of the Company’s normal transaction within the credit line of each transaction or connected transactions with the total amount of no more than Baht 50 million or equivalent, or as assigned by the Board of Directors; 5. To perform any assigned duties by the Board of Directors; The authorization to the aforementioned Executive Committee must perform under the laws and the Company’s regulations, of which excludes the authorization which facilitates the Executive Committee to approve a transaction that they or persons with possible conflicts of interest or interest against the Company or its subsidiaries. The connected transaction or acquisition or disposal of the important assets of the Company or its subsidiaries as stipulated by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) shall comply with the said principles and procedures.

4. Executives The Company’s the Executives following the definition stipulated by the SEC consist of 7 members, namely:

Name Position 1. Mr. Worawoot Ounjai Managing Director 2. Mr. Wichit Kitsawatpaisan Finance Director 3. Ms. Wilawan Rerkriengkrai Sales Administration and Customer Relations Director 4. Ms. Napasorn Kochasan Logistics Director 5. Mrs. Pattama Wannavittayapa Marketing Director 6. Ms. Saibua Rungsiyopas Human Resources Director 7. Mr. Panu Kitsinthavee Information Technology System Director


Scope and Power of the Managing Director 1. To stipulate the corporate structure and management procedures to cover details of selection, training, employment, and disemployment of the Company’s staff; 2. To have the authority to appoint and to demote the Company’s staff under the position of the Managing Director; 3. To prepare business plan and stipulate administration authority, including preparing business operation budget and annual expenses budget; 4. To operate business in compliance with the business plan and strategy to be in accordance with the policy and guidelines proposed to the Executive Committee and the Board of Directors; 5. To have the authority of approve and assign the authority of disbursement for procurement of assets, services, and transactions for the Company’s interest. The said authority of approval is the approval of normal trading transaction with the financial limit of no more than Baht 5 million or equivalent per each transaction. 6. To perform other duties as assigned by the Board of Directors. The aforementioned powers shall be performed under the law, rules, and regulations of the Company. However, the assignment of the authorization shall not include the authority to facility the Managing Director to approve the transaction that the Managing Director or persons with possible conflicts of interest or interest against the Company or its subsidiaries unless the transaction is the normal business transaction and follows the general trading agreement as stipulated by the Board of Directors concerning the authority and/or financial limit under the principles, conditions, and procedures concerning the connected transaction or acquisition or disposal of the important assets of the Company or its subsidiaries as stipulated by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). Nomination of the Directors and Executives At present, the Company has not appointed the Nomination Committee to select candidates to be in the position of the Directors. However, when the positions of the Company’s Directors or Independent Directors are vacant, the Board of Directors is entitled to select the candidates to propose to the shareholders with the consideration of various factors, namely, knowledge, ability, experience concerning the business, and having qualification and not any prohibited characteristics as specified by the Public Limited Company Act, B.E. 2535 and the notification of the Securities and Exchange Commission (SEC) and other related laws concerning selection and appointment the Company’s Directors which shall be performed with the majority votes at the shareholders’ meeting following the principles and procedures as follows: (1) One share equals one vote. (2) Each shareholder shall cast the full amount of shares under (1) to vote for either an individual or several persons as deemed appropriate at the meeting of shareholders. The shareholder shall not allot his or her votes to any person in any number. (3) After the vote, the candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in that order in the amount required in the election. Where there is an equality of votes cast for candidates in descending order causing the number of directors to be exceeded, the remaining appointments shall be made by drawing lots in a manner determined by the chairman


The Directors of the Company shall hold a position for 3 years. In addition, at the Annual General Meeting, at least one-thirds of the Directors shall leave the position. If the amount of the Directors cannot be divided into three, the closest amount of the Directors to the one-thirds shall leave the position in the first year. In the second year of the Company’s listing in the Stock Exchange, the drawing lot shall be performed for the Directors’ leaving the term of service. In the following years, the Directors who are in the position with the longest period shall leave the position. Nonetheless, the Director who periodically leaves the position can be re-elected to the position.

Remuneration of Directors and Executives Remuneration in Cash 1. Directors The resolution of the Annual General Meeting of Shareholders No. 1/2010 on March 12, 2010, had approved the remuneration of the Board in the forms of meeting allowance, reward, bonus, or other remunerations for 2010 at the total of Baht 1.0 million per year with the stipulation of the meeting allowance provided to the Non-Executive Directors as follows: Chairman of the Board Baht 18,000 per meeting Directors Baht 12,000 per meeting Chairman of the Audit Committee Baht 18,000 per meeting Members of the Audit Committee Baht 12,000 per meeting In 2010, the Company’s remuneration to the Directors is as follows:

Remark Ms. Napasorn Kochasan is the Director who replaced Mr. Anop Boonthaveepat on November 8, 2010.

Name Position

Meeting Allowance

(Baht) 2010

Bonus (Baht)

No. of Meeting Attendance

No. of Meetings

1. Mr. Sahas Tritipbut Chairman of the Board

90,000 72,000 5/5

2. Mrs. Angkarat Priebjrivat Independent Director

60,000 72,000 5/5

3. Ms. Chuleeporn Piemsomboon Independent Director

60,000 48,000 5/5

4. Mr. Worawoot Ounjai Director - - 5/5 5. Mr. Wichit Kitsawatpaisan Director - - 5/5 6. Ms. Wilawan Rerkriengkrai Director - - 5/5 7. Ms. Napasorn Kochasan Director - - 1/5


3. Other Remunerations The resolution of the Extraordinary Meeting of Shareholders No. 3/2008 on May 2, 2008 approved the issuance and offering of the Company’s ordinary shares for capital increase to Directors and employees in a total of 4,000,000 shares to reward for their work dedication and to motivate employees for their efficient performance. However, the resolution of the Annual General Meeting of Shareholders No. 1-2010 on March 12, 2010 had already approved the issuance and offering of the Company’s ordinary shares for capital increase. The ordinary shares for capital increase were issued and offered to the Executives and staff on March 29-31, 2010 at Baht 1.85 per share. In addition, the Company had stipulated that the Executives and the staff with the aforementioned offered shares shall be abstained from selling all of the amount of shares within the 1 -year and 6-month period starting from the date when the Company’s shares being traded in the Stock Exchange of Thailand. With the completion of the 6-month period after the Company’s shares being traded in the Stock Exchange, the 25% of the aforementioned shares can be gradually sold.

The meetings of the Audit Committee in 2010

2. Executives In 2010, the Company’s remuneration paid to the Executives is as follows:

Remuneration 2010

No. of Executives

Million (Baht)

Monthly salary and Bonus 7 12.14 Other remunerations such as commission, additional

7 1.15 special remuneration Contribution to the Social Security Fund Contribution to the Provident Fund, etc. Total 7 13.29

Name Position

Meeting Allowance

(Baht)

No. of Meeting Attendance

No. of Meetings 2010

1. Mrs. Angkarat Priebjrivat Chairman of the Audit Committee

72,000 4/4

2. Mr. Sahas Tritipbut Member of the Audit Committee

48,000 4/4

3. Ms. Chuleeporn Piemsomboon Member of the Audit Committee

48,000 4/4


Auditors’ Remuneration In 2010, the Company’s remuneration of the Auditor was paid to ANS Audit Ltd. at Baht 500,000 per year for the auditing of the Company’s financial statement.

Policy and dividend payment of the Company The Company’s policy of dividend payment is to pay the dividend of no less than 40% of the net profit after the reduction of the tax and legal reserves. The dividend payment may be changed depending on the operating results, business expansion plan, liquidity, necessity, and other appropriateness in the future. The annual consideration of the Company’s dividend payment shall receive the approval from the shareholders’ meeting unless it is the interim dividend payment which is under the authority of the Board of Director to approve and shall be reported to the next shareholders’ meeting.

Supervision of the Internal Information Usage To create transparency and to protect any seeking for the self-interest from the Company’s internal information usage which has not been disclosed to the public, as well as to avoid any scandal against the suitability of the share trading of the Company’s insiders, the Company has established the discipline of practice for Directors, Executives, and the staff of the Company to follow: - Directors, Executives, and staff of the Company shall remain the secrecy and/or the internal information of the Company as well as to abstain from the disclosure of the information or seeking for thee self-interest from the information, or for others’ interest in either direct or indirect way. In addition, they shall abstain from the trading or transferring the Company’s securities by using the secrecy and/or internal information of the Company, and/or enter any transaction by using the secrecy and/or internal information of the Company which may lead to the damage of the Company in either director or direct way; - Directors, Executives, and staff of the units which receive the Company’s internal information shall not use the information prior to the disclosure to the public and shall not perform any trading or transferring of the Company’s securities within a period of 1 month before the disclosure of the quarterly and annual financial statement;

Internal Control The Company places an importance upon the good internal control system by preparing the written manual of disciplines and operating procedures with the separation of the duties and responsibilities of operating authority of officers and executives concerning several subjects, the property supervision, the approval of the transaction, the recording of the accounting and financial information, separation of the duties of controlling officers and assessment officers, in order to create suitable checking and balancing.


At the meeting of the Board of Directors No. 1/2011, on February 21, 2011, attended by the Audit Committee, had considered and assessed the internal control system of the Company of which divided into 5 categories: the Company and environment, risk management, the Management’s supervision of the operation, information system and communication of information, and the monitoring system. The Board of Directors had acknowledged the opinion of the Audit Committee in agreeing with the Auditor and the Company’s internal auditors that the internal control system of the Company was adequate and appropriate with the Company’s business operation. In addition, the auditor and the internal auditors of the Company had found no significant flaw of the internal control system which posted significant impact on the Company’s financial status. The Board of Directors acknowledged the opinion of the Audit Committee in agreeing with the Auditor and the Company’s internal auditors from IVL Ltd. that the Company’s internal control system was adequate and appropriate with the Company’s business operation. The 5 categories of the assessment of the Company’s internal control system can be summarized as follows: 1) The Company and Environment The Company had the corporate structure which stipulated the scope of duties and responsible persons, including the remuneration following the business operation objectives by preparing the operating plan and budgeting plan to help control the operation. 2) Risk Management The Company had consistently considered the assessment of the internal and external risk factors as well as stipulated the guidelines for practice in order to reduce risk with possible damages in the future. The Company had also established the risk management team with a clear responsibility to prepare and monitor risk management plan which would be proposed to the Executive Committee for consideration before further proposing to the Board of Directors. 3) The Management’s supervision of the operation The Company had clearly stipulated the scope, duties, and approved financial limit of the Management by preparing the written manual of the ethic as the standard in order to create operational transparency. 4) Information system and communication of information The Company had established appropriate information management system with adequate information for the decision making of the Management, including the information storage system which could be examinable. 5) The Monitoring System The Management of the Company constantly had meetings to evaluate the operating results, revising the goal and policy to be in accordance with the present situation with the consideration of causes and improvement guidelines, and the internal auditing performed by the internal auditors, to further propose to the Audit Committee and the Board of Directors at least a meeting per quarter.


Corporate Governance

Good Corporate Governance Policy of OfficeMate Public Company Limited The Company recognizes that Good Corporate Governance is significant, which helps supporting operational results of the Company and consequently enhances continuous growth and confidentiality to the shareholders, investors and all related parties. The Company, therefore, adheres to operate its business strictly in accordance with good corporate governance policy, laws, the regulations of the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) and encourages its executives and employees to always recognize good corporate governance by instructing the principle of good corporate governance and the Company’s ethics so that they will comply with such principles correctly and in line with the Good Corporate Governance of the Stock Exchange of Thailand (SET). Good Corporate Governance means organizing structures systematically and building a process relationship among the Board of Directors, Managements and Shareholders in order to create compatibility of the Company, leading to a growth and increase of a value to shareholders in a long term by taking into account the utmost benefit of the shareholders (Fiduciary Duty) and other stakeholders. The principles to achieve such structure and process are as follows: - To perform a duty with care (Duty of Care) - To perform a duty with loyalty in order to maintain the interests of the Company and its shareholders (Duty of Loyalty) - To abide by laws, objectives, Articles of Association and resolutions of shareholders’ meetings (Duty of Obedience) - To disclose information correctly, accurately and transparently (Duty of Disclosure) The essence of Good Corporate Governance can be divided into 5 groups as follows: Group 1: Rights of Shareholders Principles Shareholders are the owners of the Company and control the Company by appointing the Board of Directors to act as their representatives. Shareholders are eligible to make decisions on any significant corporate changes. Therefore, the Company encourages the shareholders to use their rights. The Company’s Practices The Company emphasizes and realizes the equitable treatment of shareholders such as the rights to purchase, sell, transfer securities held by the shareholders; the rights to receive profit sharing of the Company and other rights related to shareholders’ meetings such as the rights to express opinions, make decisions on the Company’s significant matters such as allotment of dividend, election or removal of directors, approval on significant transactions which command business operational directions of the Company and amendment of Articles of Memorandum and Articles of Association. In addition, the Company’s policy is to operate other matters which support and facilitate the use of shareholders’ rights as follows:


1. Board of Directors requires that an invitation of a shareholders’ meeting be submitted together with supporting information for each addenda item, information on shareholders’ rights to attend the meeting and shareholders’ voting rights for their acknowledgement in advance per the requirements of the relevant laws or the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). All information shall be posted on the Company’s website prior to the distribution of an invitation to the shareholders in order to give a shareholder an opportunity to adequately review and study the information for the meeting in advance before receiving the information in a hard copy version. 2. In the case that a shareholder cannot attend a meeting by his/herself, the Company shall allow the shareholder to appoint an independent director or any other person to be the proxy to attend the meeting on his/her behalf by completing one of the Proxy Forms submitted to the shareholder along with the invitation of the meeting. 3. Prior to the meeting, the Company shall grant a shareholder an opportunity to submit his/ her opinions, recommendations or questions in advance. 4. In a meeting, the Company shall appropriately manage and provide opportunity for a shareholder to express his/her opinions, recommendations or questions regarding to each agenda item freely before giving a resolution in each agenda. There shall be directors, executives and other related persons attending a shareholders’ meeting to answer questions from the shareholders and such Q&A and other significant opinions shall be recorded in the minutes of the meeting for shareholders’ inspection. Group 2: Equitable Treatment of Shareholders Principles All shareholders, including those with management positions and the non-executive shareholders, including the foreign shareholders will be treated equally and fairly. Minority shareholders who are infringed shall be entitled to compensations. The Company’s Practices The Board of Directors’ policy is to protect the rights of shareholders and treat the shareholders equally, especially minority shareholders as follows: 1. To grant minority shareholders the opportunity to propose agenda items in advance of a meeting 2. To grant minority shareholders the opportunity to propose nominated persons to be appointed as directors 3. To require independent directors to take care of minority shareholders. Minority shareholders can suggest or make a claim to the independent directors so that the independent directors will consider and proceed with such claim as they deem appropriate. 4. If unnecessary, not to add agenda items which have not been notified to the shareholders in advance, especially an important agenda under which the shareholders will take time to review and study before making decisions.


Regarding the supervision of insider trading, the Company has regulated a measurement to protect a misuse use of inside information (Insider Trading) by related persons which include the Company’s directors, its executives, staff and employees (including a spouse and minor child of the said persons) who are related to such information. Under the measurement, such persons are prohibited from disclosing such information to other persons outside the Company or the persons whose duties are not related to such information and using inside information to gain benefits for him/herself and related persons by virtue of his/her position or duty and by using the confidential information. The detail of measurement is as follows: 1. To prohibit directors, executives or any organizations, which receive inside information, from disclosing such information to the persons outside the Company or the persons whose duties are not related to such information; and purchasing or selling securities of the Company during 1 month before the financial statements of the Company have been disclosed to the public. 2. To determine guideline on maintaining and protecting the use of inside information in writing and to notice to all personals for their complying with such guideline. 3. To require directors and executives to report their change in securities holding to the Office of the Securities and Exchange Commission (SEC) pursuant to Section 59 of the Securities and Exchange Act. B.E. 2535. In this regard, when the directors and executives purchase, sell, transfer or accept a transfer of the securities of the Company, they must report their change in securities holding to the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) within 3 business days after the date of purchase, sale, transfer or acceptance of transfer. The directors and executives, in addition, must submit a copy of the report to the Company for record. Group 3: Roles of Stakeholders Principles Stakeholders of the Company will be treated fairly in accordance with their legal rights as specified in relevant laws. The Board of Directors will set up a mechanism to promote cooperation between the Company and its stakeholders to create wealth, financial stability and sustainability of the firm. The Company’s Practices The Board of Directors recognizes all supports from stakeholders which will create a compatibility and profit to the Company and consequently promote a long term achievement of the Company. The Company realizes the importance of the rights of all stakeholders, whether inside the Company, i.e., employees and executives of the Company or outside the Company, i.e., customers, partners, competitors, creditors, governmental bodies, society and other related agencies as follows: Shareholders : The Company is committed to be a good representative of the shareholders to operate the business so as to provide the utmost satisfaction to the shareholders by taking into consideration a long-term growth of the value of the Company, a good and continuous return and conducting its business in a transparent and trustable manner. The Company realizes the risks involving in the business operation and always reviews a measurement to help lessen the risks.


Customers : The Company is committed to provide a high level of satisfaction to customers and support relationship based on mutual benefits by developing quality of goods and services of the Company. The Company is ready to handle with customers’ claims immediately upon notice per the requirement stipulated in the ethics of the Company. The Company is responsible in providing the customers with a good quality of products and services with suitable prices. The Company discloses correctly and accurately news and information relating to products and services and provides consultations and recommendations about how to make the most efficiency use of products. In addition, the Company, with its full capacity, cooperates with customers to seek resolution of any problems in order to reduce any impacts to the customers as much as possible and always conducts a survey on customers’ satisfaction for purpose of creating cooperation on products development with customers and business stability. Competitors : The Company supports and encourages a free and fair competition under good and ethical frameworks pursuant to laws. Creditors: The Company observes all rules and conditions of agreements and financial obligations to its creditors strictly, correctly and completely. Employees : The Company supports and develops the Company’s employees’ ability to achieve their best capability by providing fair employment and good and safe work environment. Governmental : The Company realizes the importance in strict compliance with laws and Bodies regulations of related agencies. Society : The Company greatly realizes the importance of environment, safety and responsibility to society. The Company adopts the most efficient safety and environment control and supports social and local activities within the areas of business. In addition, the Company has set its policy on occupational health, safety and environment. The Company stresses on the protection from accident arising out of activities, products and services of the Company, violence control and protection of any impacts that may occur. The Company has planned to efficiently handle with emergency by coordinating with Governmental and community agencies. Such emergency plans are always reviewed and the Company conducts the practices regularly. In addition, the Company completely provides the information regarding responsible persons and contact tools in its website to grant the opportunity to its stakeholders such as shareholders, customers and society to contact the Company and to share their opinions, questions or other recommendations. Group 4: Disclosure and Transparency Principles The Board of Directors shall ensure that all important information relevant to the Company, both financial and non-financial, is disclosed correctly, accurately, on a timely basis and transparently through easily, equally and trustfully accessible tools.


The Company’s Practices Disclosure and transparency 1. The Company sets a policy to disclose the Company’s information correctly, completely, accurately, trustfully, regularly and on a timely basis in accordance with the regulations of the Stock Exchange of Thailand through many tools such as annual repots and website of the Company. 2. The Board of Directors has authorized a managing director and a secretary of the Company or a person(s) designated by a managing director to contact with other general persons regarding investor relations such as shareholders, financial institutions and security analysts and establish public relation/ marketing agencies to publicize news and information which benefits to investors, staff, related persons and public. 3. The Board of Directors of the Company requires the Audit Committee to review a quality of financial reports and internal control system, and to disclose important and adequate information in notes to financial statements and report it to the Board of Directors for its acknowledgement. 4. The Board of Directors shall prepare a report, in brief and easy-to-understand, on assessment of status and trend of the Company to be included in annual reports. 5. The Board of Directors and executives who are required to report their change in securities holding in the Company must report their change in accordance with the regulations of the securities supervision commission of the Company and the Securities and Exchange Commission of Thailand (SEC). 6. The Board of Directors arranges to disclose in annual reports the conduct of duty of directors and/or directors in specific matters through out the last year such as number of meetings held, number of meeting attendance of each director and directors’ opinions. 7. The Board of Directors arranges to disclose good corporate governance policy and the results of such compliance. 8. The Board of Directors arranges to disclose directors and senior executives’ remuneration policy which sets out a duty and responsibility of each person, form or characteristic of remuneration, and amount of remuneration received as a director of subsidiaries. Risk Management 1. The Board of Directors has determined to establish risk management division of the Company to inspect and supervise preliminary risk management such as financial risks, operation risks, business risk or event risks. The risk management committee shall report to the Audit Committee quarterly and the Audit Committee shall carefully consider a risk management report and propose it to the Board of Directors afterwards. 2. The risk management committee shall analyze and assess any internal and external risks which may occur and affect the Company and shall prepare a risk management report to propose to the Audit Committee afterwards.


Group 5: Responsibilities of the Board of Directors Principles The Board of Directors plays an important role in supervising the business to achieve the utmost benefit to the Company. The Board of Directors has a responsibility for its performance towards the shareholders and is independent from the management. The Company’s Practices 1. Structure of the Board of Directors The Board of Directors of the Company comprises of highly qualified individuals with knowledge, ability and experience to enable interests to the Company. The Board of Directors plays an important role in determining policies, objectives, business plans and budgets of the Company including supervising management to efficiently and successfully operate the business in compliance with designated policies under the following guidelines: 1 A shareholders’ meeting shall approve an appointment of the Board of Directors. 2. The Board of Directors consists of at least 5 members, comprising of 3 independent directors which amount to more than one-third of the total directors so as to appropriately balance voting in any matters. 3. A chairman of the Company is not the same person as a chairman of executive directors so as to segregate the determination of policies in principle and supervision from a daily management. 4. The Company has established two sub committees, namely, Audit Committee and Executive Committee and clearly determined their scope and authorities. 5. In Annual General Shareholders’ Meetings, one-third of the directors must retire from office or if their number is not a multiple of three, then the number nearest to one-third must retire from office. The directors who will retie during the first and second years following the registration of the Company shall be drawn by lots. In subsequent years, the directors who have been longest in office shall retire. Nevertheless, a retiring director is eligible for re-election. 6. The Company has appointed a secretary of the Board of Directors to perform the duty regarding administering Board of Directors’ meetings and shareholders’ meetings, advising rules and regulations relative to the Board of Directors, and administering the Board of Directors’ activities, as well as coordinating with others on compliance with the Board of Directors’ resolutions. 7. The Company has appointed a secretary of the Company to have an authority to conduct a business operation on behalf of the Company or the Board of Directors as required by laws as follows: 1. To prepare and maintain the following documents: 1. Director registration; 2. Invitations of the Board of Directors’ meetings, minutes of Board of Directors ’ meetings and annual reports of the Company;

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