pico 08

Pico (Thailand) Public Company Limited.10 Soi Lasalle 56, Sukhumvit Road, Bangna, Bangna, Bangkok 10260, Thailand

Tel : (66-2) 748-7007 Fax : (66-2) 748-8521 ,748-8522www.picothai.com

Annual Report 2008Pico (Thailand) Public Company Limited.

STRATEGICPARTNER

your

02 Financial Highlights05 Message from the Chairman06 Message from Chief Executive Officer09 Audit Committee Report10 Board of Directors

14 Part I Executive Summary

20 Part II Security Issuing Company21 Risk Factors23 Business Operation28 Description of Services35 Research and Development36 Assets Employed in the Conduct of Business38 Future Plan39 Legal Dispute40 Capital Structure41 Management57 Internal Control59 Intercompany Transactions60 Operating Results and Financial Position67 Other Information

72 Part III Certification of Factual Accuracy76 Attachment 1 Details on Executive and Authorized Managers of the Company80 Attachment 2 Details on Directors of the Company, Subsidiaries and Associated Companies81 Attachment 3 Report of the Independent Certified Public Accountants and Financial Statements

Contents

1PICO (Thailand) Public Company Limited Annual Report 2008

2 Annual Report 2008 PICO (Thailand) Public Company Limited

2008598

1,100%

2008346

1,900%

20081042 1024

2,500%

200850 64

600%

20080.44 0.562.86 3.020.3 0.38

370 429527

627 598

2004 2005 2006 2007 2008Total Assets

11%10%

13%

8%

11%

ROA

244 284 317 328 346

2004 2005 2006 2007 2008

Total Shareholders’ Equity

17%15%

22%

15%19%

ROE

642 720

1112 1042 1024

2004 2005 2006 2007 2008Total Revenues

27%25%

22% 22%25%

Gross Profit %

41 42

71

5064

2004 2005 2006 2007 2008Net Income

6% 6% 6%

5%

6%

Net Income %

0.39

0.36

0.62

0.44

0.56

2.38

2.48

2.77

2.86

3.02

0.27

0.31

0.37

0.30

0.38

Earnings per Share

0.56 Baht/share Increased by 27% over 2007

Net Book Value

3.02 Baht/share Increased by 5% over 2007

Dividend per Share

0.38 Baht/share Highest dividend payment for last 5 years

2004

2005

2006

2007

2008

* In 2004 the Company paid dividend totaling Baht 17.26 million and paid stock dividend at 0.77 new ordinary share per 1 existing ordinary share

Financial Highlight Pico (Thailand) Public Company Limited 5 Years Financial Summary

Unit : Baht million

2004 2005 2006 2007 2008

Total Assets 370 429 527 627 598

Total Shareholders’ Equity 244 284 317 328 346

Total Revenues 642 720 1,112 1,042 1,024

Net Income 41 42 71 50 64

Earnings per Share (Baht) 0.39 0.36 0.62 0.44 0.56

Net Book Value per Share (Baht) 2.38 2.48 2.77 2.86 3.02

Dividend per Share (Baht) 0.27 0.31 0.37 0.30 0.38

Gross Profit Margin (%) 27 25 22 22 25

Net Profit Margin (%) 6 6 6 5 6

Return on Assets (%) 11 10 15 8 11

Return on Equity (%) 17 15 22 15 19

Total Assets

Baht 598 milliondecreased by 5% but ROA increased by 3% over 2007

Total Revenues

Baht 1,024 milliondecreased by 2% but gross profit margin increased by3% over 2007

Total Shareholders’ Equity

Baht 346 millionincreased by 5% and ROE increased by 4% over 2007

Net Income

Baht 64 millionincreased by 28% and net income margin increased by1% over 2007

2004 2005 2006 2007 2008

2004 2005 2006 2007 2008

2004 2005 2006 2007 2008

2004 2005 2006 2007 2008

Total Assets ROA Total Shareholders’ Equity ROE

Total Revenue Gross Profit % Net Income Net Income %

370 429527

627 598

11%10%

15%

8%

11%

244 284 317 328 346

17%15%

22%

15%19%

642 720

1112 1042 1024

27%25%

22% 22%25%

41 42

71

5064

6% 6% 6%

5%

6%

370 429527

627 598

11%10%

15%

8%

11%

244 284 317 328 346

17%15%

22%

15%19%

642 720

1112 1042 1024

27%25%

22% 22%25%

41 42

71

5064

6% 6% 6%

5%

6%

370 429527

627 598

11%10%

15%

8%

11%

244 284 317 328 346

17%15%

22%

15%19%

642 720

1112 1042 1024

27%25%

22% 22%25%

41 42

71

5064

6% 6% 6%

5%

6%

370 429527

627 598

11%10%

15%

8%

11%

244 284 317 328 346

17%15%

22%

15%19%

642 720

1112 1042 1024

27%25%

22% 22%25%

41 42

71

5064

6% 6% 6%

5%

6%



The downturn of world economy and the domestic political problems have widely affected the operations of companies in various businesses. For Pico (Thailand) Public Company Limited, however, it is seen that the ongoing situations are just another test of our strength and also a good chance for the company to execute innovative strategies to create new business opportunities. With more than 20 years of experience in the business, combining with competent personnel and Pico’s worldwide network, we strongly believe 2009 will be another successful year for the company.

Message from

the Chairman

In 2008, Pico Thailand’s performance had been outstanding comparing to the previous year with a net profit of 64 million baht, a 28 percent increase from 2007. This was the result of the expansion of service channels and international and domestic customer bases. Such expansion is considered one of the foundations to create new business opportunities in the upcoming years. Regarding to the direction of 2009, we would like to make this year a year of learning for both Pico Thailand and the Thai society. With the direction in mind, we will put our focus on growing the Knowledge Communication business segment, which is created from our vision to become an important part in providing benefits to the society, especially in the human resource potential development field. The development comes from our belief that, while the situation in the world is still not stabilized, Thailand must be well prepared to handle whatever may come. Hence, giving the knowledge to the society is one of the ways to prepare and enhance the potential of the country.

The Company is confident that expanding the business in Knowledge Communication field will be valuable to the society and will stimulate the learning of the society which will eventually lead to a stronger society. For Pico Group, our strategy is to shift our position to become the Global Total Brand Activation as we believe that this will help to strengthen the company’s position through the synergy of our chain companies. In doing so, it will also allow us to provide better services to our clients as one-stop-brand activation service provider. We believe that our expertise, knowledge, and skill in this business will drive us to achieve this new vision successfully. Finally, I would like to thank all shareholders, the Board of Directors, the management team, and all employees for putting your trust in our company. Your trust and confidence in our company are the important factors that have kept the healthy growth of the company and have made the company recognized as one of the leaders in global event marketing business. Thank you.

2008

(Mr. Pised Chungyampin) Executive Chairman

(Mr. Chia Song Heng) Chairman of the Board


Greeting. May I start by congratulate all our shareholders for being a part owner of one of Thailand’s leading event marketing companies that also has a superbly strong financial position. Our achievements in 2008 have further proved the success of our professional works and company’s successfulness in being a leader in event marketing industry worldwide.

Message from

Chief Executive Officer

Although overall economy was down in 2008, together with political instability that resulted in losing trust from investors, the Company’s continues to show significant growth in sales. Last year, we were able to generated Baht 1,024 million in sales with net profit of Baht 64 million, which gives us a profit per share at Baht 0.56. This allows us to be able to give dividend to our shareholders at Baht 0.38 per share, which is the highest in five years. Among highlights in 2008, we are proud to be a part of facilitator at the UNCTAD XII Ghana (Accra, Ghana) event. The event was considered as one of the biggest international events in which the Company felt honor to received trust from our customer to provide the services for this event. We also involved in organizing ITU Telecom Asia 2008 that helped to boost reputation of Thailand in being one of Asia’s leaders in Information Technology. I am also proud to let you know that the Company also helped to design and build Museum of Siam, which we strongly believe that it will eventually help to raise the importance of Thai culture in our society through the new media of learning. The Company also involved in many Corporate Social Responsibilities (CSR) activities.

In 2008, we helped to build a library at Buddhapanya Temple in Nonthaburi district. I do hope that this library will become a place for our children to learn and grow up to be good people for our society in the future. We also made our annual donations to a school in Petchburi where we also helped to equip them with computers for learning purposes and to ensure that its students will receive equal opportunity to learn as other schools. In 2009, factors such as economy or politic may still present us with more challenges, which cause the company to be more conscious in doing business and making any investment. However, we aim to expand our customer base to cover customers from other countries. We will also aim to equip our staffs with new skills that are necessary to help us to stay competitive in the market by providing our staffs with creative workshops. This will present us with a good opportunity to improve the Company strategy to be more efficient and effective. We will also look to improve quality of work environment for our staffs. We believe in “Quality Work, Quality Life” which means personnel with healthy work-life balance will produce high quality of work.


Therefore, we will help our staffs to better balance their personal life and ensure that they receive the benefits that they deserve, regardless of the level. We believe in investing in our people as employee engagement will help our company to strongly move forward as one. On top of all these promises, we will continue to support programs that help to boost the quality of life for Thai people as we have always been doing. As for business direction in 2009, we aim to expand channels for Knowledge Communication. This will be done by taking our strengths in communication and event marketing, combining with knowledge that need to be communicated to generate effective knowledge communication channels. We believe that this will help to differentiate Pico from the rest of the players in the market, along with helping our society to improve quality of learning for people in Thailand. The Company will continue to keep strong relationships with our current business partners and customers while expanding our customer base to cover new industries in both local market and global market. This will be accomplished through the strong network that the company already has.

I believe that from our experiences, quality of employees, and Pico’s strong network that has over 30 branches in 26 countries worldwide will help us in 2009 by proving our status of being an elite event marketing company worldwide through amazing events in both locally and internationally. We will also show our care to Thailand’s society though many innovations that will come to improve the quality of lives. Finally, I would like to thank all our employees who have always been sharing innovative ideas and giving in all their efforts in leading the Company to another successful year in 2008. I would like to thank all our partners and alliance companies for all the supports we received throughout the year. And I also would like to thank all shareholders for your trust and confidence in our company. Everyone played a key role in helping us achieve our goals and be a successful company today. I do hope that Pico (Thailand) Public Company Limited will always receive the trust from all of you throughout the coming years. Thank you very much.

(Mr. Silchai Kiatpaparn) Chief Executive Officer


Audit Committee Report to the Shareholders

Financial Report Preparation, the Committee diligently reviewed the quarterly and annual financial report for 2008 with the executive management and the independent auditor to ensure that the consolidated statements are presented accurately and in accordance with the generally accepted accounting principles and disclosures were accuracy and adequacy. The Committee reviewed Intercompany transactions to be complied to the rules and regulations of the Stock Exchange of Thailand. Internal Control, the Committee reviewed an internal control with the executive management and the independent auditor to ensure that the Company has a reliable internal control. In addition, the Committee provided an observation and constructive comments on material matters according to the internal audit report for improvement of operations to be more effective and efficient and each operational department to have an adequate control process in place. Risk Management, the executive committee and the executive management realized the importance of risk management. They appointed a dedicated risk management system to present and reduce risks that may affect the Company’s performance. Related Transactions, the Committee reviewed all related transactions to ensure that they were conducted at arms length and is strictly normal trade transactions that the Company closely abides by its commitment to good governance.

Compliance, the Committee reviewed transactions for compliance to the rules and regulations of the Stock Exchange of Thailand and other related business laws. Complete compliance is noted. Good Governance, the Company is found to abide by its commitment to the concept of good governance. Its operation is conducted in a transparent and accountable manner with all stakeholders’ interest in mind. The Committee also reviewed the selection of the independent auditor for the Board of Directors to present to the shareholders for ratification. Mrs. Nachalee Boonyakarnkul certified public accountant no. 3126, and/or Mr. Niti Jungnitnirundr certified public accountant no. 3809 and/or Miss Vipavee Boonyaprasit certified public accountant no. 3096 of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. are recommended to be elected as the Company’s independent auditor for 2009 with a stipend of Baht 2,040,000.

On behalf of the Audit Committee

To the Shareholders of Pico (Thailand) Public Company Limited

(Mr. Chaiyod Bunyagidj) Chairman of the Audit Committee

Pico (Thailand) Public Company Limited

The Audit Committee of Pico (Thailand) Public Company Limited consists of Mr. Chaiyod Bunyagidj as chairman, Mr. Sern Vithespongse and Mrs. Sasitorn Phongsatorn as members of the committee. The Audit Committee performs its duty and responsibility pursuant to the delegation of the Board of Directors. In 2008, 6 meetings were held with the executive management and the independent auditor. The results of the meetings are as follows:


Mr. Chia Song Heng Chairman

Mr. Pised Chungyampin Vice Chairman

Mr. Silchai Kiatpapan Director

Ms. Nitida Thamasoontra (1) Director

Mr. Chong Mang Yong (2) Director

Mr. Chung Chee Keong (3) Director

Mr. Viriya Pholpoke Director and Executive Advisor

Mr. Sern Vithespongse Independent director and audit committee member

Mrs. Sasitorn Phongsathorn Independent Director and audit committee member

Remark (1) Removal from authorized director by the resolution of Extraordinary General Meeting No.1/2008 dated November 8, 2008 (2) Resignation from director on May 20, 2008 (3) As a director on June 6, 2008 to replace Mr. Chong Mang Yong resignation

As of October 31, 2008 there are nine members of the Board of Directors as follows:

1. Mr. Chia Song Heng Chairman

2. Mr. Pised Chungyampin Vice Chairman

3. Mr. Silchai Kiatpapan Director

4. Ms. Nitida Thamasoontra (1) Director

5. Mr. Chung Chee Keong (2) Director

6. Mr. Viriya Pholpoke Director

7. Mr. Chaiyod Bunyagidj Director and Executive Advisor

8. Mr. Sern Vithespongse Independent Director and Chairman of the Audit Committee

9. Mrs. Sasitorn Phongsathorn Independent Director and Audit Committee Member

Remark (1) Ms. Nitida Thamasoontra was removed from an authorized director by the resolution of Extraordinary General Meeting No.1/2008 dated November 8, 2008

(2) Mr. Chung Chee Keong is an authorized director on June 6, 2008. (3) Mr. Chong Mang Yong resigned from an authorized director on May 20, 2008

Board of Directors


Part I Executive Summary



Information Disclosure Form (56-1 Form) for the year ended October 31, 2008 Page 1

Part I : Executive Summary Pico (Thailand) Public Company Limited was established on March 15, 1992 and registered in Market for Alternative Investment: MAI on April 19, 2004. Pico (Thailand) Public Company Limited is a network company of Pico Far East Holding Limited (Pico Far East), which is a world-leading company in providing architectural services and event organization. Pico Far East has a vast network of 30 branches in 26 countries worldwide. The Company is among the leaders in Thailand’s event marketing industry with more than 20 years of experience. The Company is well-known for its one-stop service with strong domestic and international network, which gives the Company’s strength in order to be recognized as one of the leaders in global event marketing industry. The Company has many subsidiaries that are complement and related to company’s operations such as design companies. The subsidiaries are ones of the best in their fields. By subsidizing companies in related fields helps the Company to provide better and more efficient service. The subsidiaries of the Company are PX System Company Limited, Multi Designs Company Limited, NOX Bangkok Company Limited, Inkjet Images (Thailand) Company Limited, Ibrix Company Limited, and DesignLab MISC Company Limited. The services provided by the Company are including organizing of (1) Meeting, Incentive, Convention, and Exhibition (MICE), (2) Event Marketing and Brand Image Building, as well as (3) Knowledge Communication. The main customers of the Company are in vary industries include government sector, private sector, and international customers. For the private sector, the main businesses that the Company has continually given the service to are the automotive and the information and communication technology groups. Event Marketing is the main service that the Company has provided for these customers. Chevrolet, Mercedes Benz, Isuzu and Ford are among the Company’s key accounts. Regarding to the government sector, Knowledge Communication, e.g. museum and exhibition, is the major service. Ministry of Science and Technology is one of the Company’s key customers in 2008. Among the highlights of the Company in 2008 that have taken place in both local and international market includes ITU Telecom Asia 2008, UNCTAD XII Ghana (Accra, Ghana), The 29th Bangkok International Motor Show, Science and Technology Fair 2008, Museum of Siam, and Bio Asia 2008 As of October 31, 2008, the Company has paid-up capital of 115 million baht consisting of 330,000 preferred stocks valued at 1 baht each and 114,669,980 common stocks valued at 1 baht each. Total assets of the Company are 598 million baht. Total liabilities of the Company are 251 million baht. Total equity is 346 million baht. Total revenue is 1,024 million baht. Net profit is 64 million baht and earning per share is 0.56 baht. Throughout the year, the Company has been able to pay dividend to the shareholders at the rate of 0.38 baht per share, which is the highest in the past 5 years.




The Company has one important principle in driving business, which is “Quality Work, Quality Life” as the Company believes that high quality performance must come from high quality personnel. Therefore, the Company puts its focus on personnel development and urges its employee to continually develop personal specializations. In addition, the Company also provides fair and sufficient welfare to all levels of employees to promote and to create employee engagement or good relationship between employees and the Company which is considered as an important factor in strengthening the Company to be able to drive the business forward efficiently. The goal of 2009 of the Company is to become the leader in Knowledge Communication business and expand the service in the field to other business segment. The goal comes from the Company’s intention to be an important part in developing Thai society. The Company believes that, besides differentiating the Company from other companies, developing Knowledge Communication business will provide value to the society as well. In addition, the Company also has a goal to expand the conference organizing, international trade exposition, and event marketing organizing businesses, all of which are the Company’s core businesses, to cover wider areas. Within 2009, the Company will put emphasize on expanding the service area to various industry groups both internationally and domestically by utilizing the Company’s strong network.


Part II Security Issuing Company




Part II : Security issuing company Company Name : Pico (Thailand) Public Company Limited Principal Business : Management organizing of Meeting, Incentive, Convention, and

Exhibition (MICE), Event Marketing and Brand Image Building, as well as Knowledge Communication

Address : 10 Soi Lasalle 56, Sukhumvit Road, Kwang Bangna, Khet Bangna,

Bangkok 10260 Corporate Registration : Bor Mor Jor. 0107546000296 Telephone : 0 – 2748 - 7007 Facsimile : 0 – 2745 - 8521 / 0 – 2745 - 8522 Website : www.picothai.com



1. Risk Factors Risk factors that may affect the company’s operation are:

1.1 External Factor

The Ever Increasing in Market Competitiveness

Due to recent emergence of several entrepreneurs in the market, The Company needs to always revise its strategy to make sure that it can stay competitive in this industry. Not only the Company has extended its services to cover all functions of event marketing, it also created a different by becoming the market leader in Knowledge Communication. This has become the new strength of the Company that allows the company to keep its customer-based while reaching out to new market.

Economic Downturn Situation

According to recent economic forecasting, the economy crisis in 2008 may cause long term consequences in which the Company has been keeping its eyes on in order to always be prepared to adjust company’s strategy accordingly. The most obvious impact from economic downturn is the lower investment from business partners. Therefore, the Company has adjusted its operation to make the most benefits to out customers by providing total solution service from Generate to Organize. It also offers strategic consulting service through Strategic Partner solution to ensure that the services provide by the Company will match the needs of the customers and to make sure that all the costs are well spend.

Unpredictability of Customers

There are many factors that can effect customer’s business decisions or marketing strategy, the Company cannot depends on proving services to only a specific group of customers. In order to face the unpredictability of the customers, the company has adopted a strategy to expand its customer-base to various industries in both domestic and international. By doing so, the Company will become more flexible in doing its business.

Political Effect

The political instability is another important factor that affects our industry due to the fact that our business rely so much on number of attendees at each event. For the Company, our target customers and partners are both domestic and international. Therefore, the overall country’s image will reflect the decision of the attendees when they make a decision to participate in an event or work with the Company. In order to soften the situation, the company is working closely with Thailand Convention and Exhibition Bureau (TCEB) to fix the image of the country




1. Risk Factors Risk factors that may affect the company’s operation are:

1.1 External Factor

The Ever Increasing in Market Competitiveness

Due to recent emergence of several entrepreneurs in the market, The Company needs to always revise its strategy to make sure that it can stay competitive in this industry. Not only the Company has extended its services to cover all functions of event marketing, it also created a different by becoming the market leader in Knowledge Communication. This has become the new strength of the Company that allows the company to keep its customer-based while reaching out to new market.

Economic Downturn Situation

According to recent economic forecasting, the economy crisis in 2008 may cause long term consequences in which the Company has been keeping its eyes on in order to always be prepared to adjust company’s strategy accordingly. The most obvious impact from economic downturn is the lower investment from business partners. Therefore, the Company has adjusted its operation to make the most benefits to out customers by providing total solution service from Generate to Organize. It also offers strategic consulting service through Strategic Partner solution to ensure that the services provide by the Company will match the needs of the customers and to make sure that all the costs are well spend.

Unpredictability of Customers

There are many factors that can effect customer’s business decisions or marketing strategy, the Company cannot depends on proving services to only a specific group of customers. In order to face the unpredictability of the customers, the company has adopted a strategy to expand its customer-base to various industries in both domestic and international. By doing so, the Company will become more flexible in doing its business.

Political Effect

The political instability is another important factor that affects our industry due to the fact that our business rely so much on number of attendees at each event. For the Company, our target customers and partners are both domestic and international. Therefore, the overall country’s image will reflect the decision of the attendees when they make a decision to participate in an event or work with the Company. In order to soften the situation, the company is working closely with Thailand Convention and Exhibition Bureau (TCEB) to fix the image of the country




1.2 Internal Factor

Human Resources Risks

Our business relies on professional staffs that possess a great deal of skills and creativity to move forward and stay competitive in the market. Therefore, the Company gives high priority in recruiting high potential candidates to join the company. It also continues to give high importance in Employee Engagement by providing a good working environment and provide trainings to staffs for necessary skills. The Company also gives competitive benefits to our staffs to make sure that the company can keep the risk in losing talents under control.

Information Technology Risks

Technology plays an important role for the Company in providing its services from designing to organizing. Therefore, if the company does not have necessary technology and professional staffs that are capable of using the technology, it may lose the trust from customers and business partners. The Company gives high important in investment for technology that required for event marketing industry (i.e. designing software, hardware, printers etc. to keep the company competitive in the market. To reduce the risks that may come with such high investment, The Company will only invest in the “must-have” technology and consider outsourcing for other specific needs from local and international vendors.



2. Business Operation

2.1 Historical Development and Major Changes

Background

Pico (Thailand) Public Company Limited was formed in 1981 as a joint venture between Thai investors led by Mr. Pised Chungyampin and Pico Art International Pte., Ltd. (“Pico Art”) of Singapore, a world class leader in the design and construction of the trade show and exhibition business. The joint venture was named Pico Thai Exhibition Contractor Co. Ltd. Subsequently, Pico Art became listed on the Hong Kong Exchange under Pico Far East Holding Limited (“Pico Far East”) with business expansion covering the entire value chain. Additional investments were also made in the real estate and construction materials. Currently, Pico Far East operates 30 branches in 26 countries

Changes and Development

Pico (Thailand) Co. Ltd. (Public) has continually developed its organizational structure in order to accommodate changes in the business environment and its strategic objectives. Major developments are as follows:

1992 Pico International Enterprise (Thailand) Co., Ltd. was formed on March 15, 1992 with changes in capital structure and shareholding to accommodate increased challenges. Capital was at Baht 15 million with Pico Far East Holding through Pico Art at 49% and Thai investors at 51%.

1995 PX System Company Limited and Multi Designs Company Limited was established. 1996 Artcom Graphic Company Limited (Renamed to NOX Bangkok Co., Ltd. in 2008). and

Inkjet Images (Thailand) Company Limited was established. 2003 Name was changed to Pico (Thailand) Company Limited and registered as a public

company and capital also increased to Baht 65 million in September 16, 2003. 2004 Became listed company and traded as Pico (Thailand) Public Company Limited in the

Market for Alternative Investment (MAI) of the SET on April 19, 2004. 2005 Registered capital increase from Baht 65 million to Baht 115 million on February 25,

2005.




2. Business Operation

2.1 Historical Development and Major Changes

Background

Pico (Thailand) Public Company Limited was formed in 1981 as a joint venture between Thai investors led by Mr. Pised Chungyampin and Pico Art International Pte., Ltd. (“Pico Art”) of Singapore, a world class leader in the design and construction of the trade show and exhibition business. The joint venture was named Pico Thai Exhibition Contractor Co. Ltd. Subsequently, Pico Art became listed on the Hong Kong Exchange under Pico Far East Holding Limited (“Pico Far East”) with business expansion covering the entire value chain. Additional investments were also made in the real estate and construction materials. Currently, Pico Far East operates 30 branches in 26 countries

Changes and Development

Pico (Thailand) Co. Ltd. (Public) has continually developed its organizational structure in order to accommodate changes in the business environment and its strategic objectives. Major developments are as follows:

1992 Pico International Enterprise (Thailand) Co., Ltd. was formed on March 15, 1992 with changes in capital structure and shareholding to accommodate increased challenges. Capital was at Baht 15 million with Pico Far East Holding through Pico Art at 49% and Thai investors at 51%.

1995 PX System Company Limited and Multi Designs Company Limited was established. 1996 Artcom Graphic Company Limited (Renamed to NOX Bangkok Co., Ltd. in 2008). and

Inkjet Images (Thailand) Company Limited was established. 2003 Name was changed to Pico (Thailand) Company Limited and registered as a public

company and capital also increased to Baht 65 million in September 16, 2003. 2004 Became listed company and traded as Pico (Thailand) Public Company Limited in the

Market for Alternative Investment (MAI) of the SET on April 19, 2004. 2005 Registered capital increase from Baht 65 million to Baht 115 million on February 25,

2005.




2.2 Overview of the Business of the Company, Subsidiaries and Associated Companies

Operation

Pico’s business has continually expanded in the scope of products and services as a result of the experience and expertise gained. Products and services are designed to match customers’ needs and new business opportunities are continually explored. Currently, our principal business is the Meeting, Incentive, Convention and Exhibition (MICE) drawing on the inner strength of the company’s specialist personnel and latest technology while simultaneously leveraging on Pico’s worldwide network and resources. This has given us a distinct product advantage and gained customers’ acceptance. Another business is event marketing where we have over 20 years of experience especially in the face to face or field marketing. By adopting a strategic partnership approach with clients, our product delivery is always distinct and different from competitors being tailored specifically to the customers’ needs. This business has become another principal income generator for us. Knowledge communication has become another income earner for us. This is a relative newcomer and came as a result of our intent on creating businesses that are also socially rewarding. It draws on our expertise in communication and event marketing skills which are further refined and molded into an effective communication tool. In addition to the social benefits we believe that this business has definite growth potential as reflected in the importance given to it by the various government sectors. Additionally, we also conduct other businesses and services that complement our main products thus making us a full service provider. Some of these services are: (a) event organizer, (b) supply of construction equipment and decorative materials. We stress an all inclusive or turnkey approach to our service starting from the design concept, planning, constructing, and arranging exhibition, media selection and event management. The overall approach in each of our business segment is to focus on the customer, his needs and communication objectives so that a plan can be set for the event. A communication process is then set up to effectively transmit this specific information to the target market with expected reaction whether in terms of sale or product comprehension. As for the individual business direction our objective is to expand the market share both the physical i.e. site works as well the service i.e. event managing and organizing in the domestic and international arena.



Operation of Subsidiaries and Associated Companies

To effectively and completely meet customer’s needs we have invested in businesses which enhance our products and service delivery capability. Our subsidiaries and associated companies are staffed by experts in their individual fields with ready and distinct solutions to meet our client’s demanding needs. Scope of businesses and services of the subsidiaries and associated companies:

Subsidiary Companies

1) Our subsidiary, PX System Co. Ltd. Exhibition booths assembly for trade and merchandise shows. Also booth and other assets rental.

2) Our subsidiary, NOX Bangkok Co. Ltd. Specialized event marketing management for clients

with exclusive and/or specific target market audience.

3) Our subsidiary, Multi Designs Co. Ltd. for the design for merchandise show and interior design including print media design.

Associated Companies

4) Our associated company Inkjet Images (Thailand) Co. Ltd. for the design and graphic work and printing.

5) Our associated company Ibrix Co. Ltd. for the execution of trade exhibition and related

businesses.

6) Our associated company Design Lab MISC Co Ltd. for specialized architectural design for an exhibition, museum, electronic media and the latest innovative products/ideas

Major Achievements of Our Principal Businesses in 2008

Design and construction of Museum Siam, booth construction and management in the 29th Bangkok Motor Show. Also similar booth construction and management in the International Motor Expo 2008 for: Chevrolet, Mercedes Benz, Isuzu, and Ford. Additionally, we were privileged in having an opportunity to participate in the staging of international events in Ghana (UNCTAD XII Ghana) and the ITU Telecom Asia 2008 in Bangkok. Domestically, we were commissioned to manage the National Science and Technology Exposition and participated in the design and execution of the “Dialogue in the Dark” exhibition.




Operation of Subsidiaries and Associated Companies

To effectively and completely meet customer’s needs we have invested in businesses which enhance our products and service delivery capability. Our subsidiaries and associated companies are staffed by experts in their individual fields with ready and distinct solutions to meet our client’s demanding needs. Scope of businesses and services of the subsidiaries and associated companies:

Subsidiary Companies

1) Our subsidiary, PX System Co. Ltd. Exhibition booths assembly for trade and merchandise shows. Also booth and other assets rental.

2) Our subsidiary, NOX Bangkok Co. Ltd. Specialized event marketing management for clients

with exclusive and/or specific target market audience.

3) Our subsidiary, Multi Designs Co. Ltd. for the design for merchandise show and interior design including print media design.

Associated Companies

4) Our associated company Inkjet Images (Thailand) Co. Ltd. for the design and graphic work and printing.

5) Our associated company Ibrix Co. Ltd. for the execution of trade exhibition and related

businesses.

6) Our associated company Design Lab MISC Co Ltd. for specialized architectural design for an exhibition, museum, electronic media and the latest innovative products/ideas

Major Achievements of Our Principal Businesses in 2008

Design and construction of Museum Siam, booth construction and management in the 29th Bangkok Motor Show. Also similar booth construction and management in the International Motor Expo 2008 for: Chevrolet, Mercedes Benz, Isuzu, and Ford. Additionally, we were privileged in having an opportunity to participate in the staging of international events in Ghana (UNCTAD XII Ghana) and the ITU Telecom Asia 2008 in Bangkok. Domestically, we were commissioned to manage the National Science and Technology Exposition and participated in the design and execution of the “Dialogue in the Dark” exhibition.




DesignLab MISC Company Limited

Specialized design company

Capital registration: 2 MB

The Company’s Structure, Subsidiaries and Associated Companies as of October 31, 2008

(1) On October 27, 2008, Artcom Graphic Company Limited changed the name to Nox Bangkok Company Limited.


PX System Company Limited

Design and construction of booths in an

exhibition hall


Nox Bangkok Company Limited (1)

Event marketing for niche market customer


Multi Designs Company Limited

Creative, design and supply of innovation in

exhibition, marketing activities and

permanent exhibit


Inkjet Images (Thailand) Company Limited

Graphic design and production of large

format printing


Ibrix Company Limited

Trade exhibition


Subsidiaries Associated companies

20.00%

99.99%

40.00%

22.22%

59.99%

89.99%



2.3 Revenue Structure for the Past 3 Years ended October 31,

Revenue broken into business segments as disclosed in note 24 of the annual financial statement ending October 31, 2008. Followings are the record for the past 3 years.

2008 2007 2006 Million Baht % Million Baht % Million Baht %

Trade Exhibition and Display 417.24 41 413.11 41 349.84 34Event Marketing 171.28 17 155.75 15 286.09 28Permanent Exhibition and Museum 46.67 5 271.12 27 236.06 23Graphic Design and Printing 0.40 0 20.28 2 43.84 3Organizer 149.72 15 - - - -Others 222.89 22 154.13 15 121.76 12

1,008.19 100 1,014.40 100 1,037.60 100

2.4 Business Objectives

Pico (Thailand) Public Company Limited has 4 business objectives:

1. Maximum returns to shareholders. We have continually adjusted our strategy to ensure a smooth and maximum yielding business operation. The key support here is the strength of our local partners and extensive overseas network.

2. Committed customer focus with uncompromised quality and continual service

improvement. Our work must meet with or exceeds customer’s expectation. This involves our continuing skills improvement while maintaining our market leadership position.

3. Continued building of corporate stability and progressive development. We believe in the

concept of “Quality work from Quality people” and actively promote personnel development and employee engagement attitude through good working environment, innovation encouragement and equitable compensation system. We believe that quality work can only come as a result of quality of life of our employees.

4. Corporate social responsibility. We intend to continue with the business that will yield

benefits to society and community such as knowledge communication. We believe that knowledge is the critical factor in human resource development which will ultimately result in the development of the country. We therefore intend to increase our involvement in this business segment.




2.3 Revenue Structure for the Past 3 Years ended October 31,

Revenue broken into business segments as disclosed in note 24 of the annual financial statement ending October 31, 2008. Followings are the record for the past 3 years.

2008 2007 2006 Million Baht % Million Baht % Million Baht %

Trade Exhibition and Display 417.24 41 413.11 41 349.84 34Event Marketing 171.28 17 155.75 15 286.09 28Permanent Exhibition and Museum 46.67 5 271.12 27 236.06 23Graphic Design and Printing 0.40 0 20.28 2 43.84 3Organizer 149.72 15 - - - -Others 222.89 22 154.13 15 121.76 12

1,008.19 100 1,014.40 100 1,037.60 100

2.4 Business Objectives

Pico (Thailand) Public Company Limited has 4 business objectives:

1. Maximum returns to shareholders. We have continually adjusted our strategy to ensure a smooth and maximum yielding business operation. The key support here is the strength of our local partners and extensive overseas network.

2. Committed customer focus with uncompromised quality and continual service

improvement. Our work must meet with or exceeds customer’s expectation. This involves our continuing skills improvement while maintaining our market leadership position.

3. Continued building of corporate stability and progressive development. We believe in the

concept of “Quality work from Quality people” and actively promote personnel development and employee engagement attitude through good working environment, innovation encouragement and equitable compensation system. We believe that quality work can only come as a result of quality of life of our employees.

4. Corporate social responsibility. We intend to continue with the business that will yield

benefits to society and community such as knowledge communication. We believe that knowledge is the critical factor in human resource development which will ultimately result in the development of the country. We therefore intend to increase our involvement in this business segment.




3. Description of Services

The company has 4 principal services:

1. Meeting Incentive Convention and Exhibition (MICE) 2. Event Marketing 3. Knowledge Communication 4. Others

3.1 Service Description

1. Meeting Incentive Convention and Exhibition (MICE)

The MICE business is one of our principal business segments. In organizing a meeting our operation begins with the meeting with customer to discuss the design of the meeting, the design of activities, ground management all the way to the final step as the organizer of the event. In the trade exhibition or display business our principal focus is on the creation of an effective communication tool leading to the design and construction of booths, lighting, sound and activities targeting the customer’s attention and understanding. In this business segment we have evolved from being a product design contractor and working with the event organizer on behalf of the customer to being an event or exhibition manager. This means that our service has become more integrated from the design, plan and implementation of a market communication project in accordance with the marketing objective of the customer As an integrated service provider we have direct control on each stage of the exhibition process. International level of quality is, therefore, possible at each step of the service delivery

Major achievements 2008

- Participation in the organizing of the “ UNCTAD XII Ghana” in Ghana , Africa. - Organized the ITU Telecom Asia 2008 and designed the Thailand Pavilion and CAT

Telecom Pavilion - Organized the international symposium “ NANO Thailand Symposium 2008 “ National

NANO Technology Center - Designed venue, decoration and built display used in the 2008 Annual General Meeting

of the Shareholders for PTT



2. Event Marketing

This segment differs from the merchandise and trade exhibition business as it is the customer’s direct marketing communication to his target group aimed primarily at boosting sale. Work contents also differ depending on the individual business and the customer’s communication objective. Additionally, the scope of business may expand to cover other activities aimed at enhancing the relationship between the customer and his consumers or simply to boost the customer’s corporate image e.g. a special festival in seminar format or an entertainment activity. The category of events is mostly dependent on the target audience and can be grouped as follows:

- Business to Business (B to B) Event marketing between those who are business operators. Example is trade show/exhibition.

- Business to Consumer (B to C) Event marketing between business operators targeted

at their consumers such as product launch, concerts/entertainment all of which is aimed at creating and bolstering our customer’s relationship with the consumers.

- Government to Consumer (G to C) Event marketing featuring communication

between the government sector and the public such as the public event on government’s achievements.

- Corporate Identity (CI) Event marketing designed to create and bolster corporate

image of a business such as a new image launch. Event marketing is therefore a recognized marketing tool in the various business segments. It not only adds product value but also reaches the target group directly. We at Pico offers an integrated or turnkey service starting with getting involved in the marketing plan with customer, concept planning and design, constructing an finally putting the show on as the organizer. As an event service provider we also serve the logistic and supportive needs of the customer such as transport and installation services.


- Design and booth construction and management in the Bangkok International Motor Show; Chevrolet, Mercedes Benz, Isuzu and Ford

- Design and booth construction and management in Motor Expo for Chevrolet, Toyota Subaru and Ford etc.

- Planning and execution of the grand opening of the Chevrolet show room, the Chevrolution Road Show and the Chevrolet launch of the “CAPTIVA” model in Malaysia.

- Organizing “Nissan Day” - Design and booth display for GE Money in the Money Expo 2008 - Display booth for PTTEP IPIT 2008 in the 2008 International Petroleum Technology

Conference (IPTC)




2. Event Marketing

This segment differs from the merchandise and trade exhibition business as it is the customer’s direct marketing communication to his target group aimed primarily at boosting sale. Work contents also differ depending on the individual business and the customer’s communication objective. Additionally, the scope of business may expand to cover other activities aimed at enhancing the relationship between the customer and his consumers or simply to boost the customer’s corporate image e.g. a special festival in seminar format or an entertainment activity. The category of events is mostly dependent on the target audience and can be grouped as follows:

- Business to Business (B to B) Event marketing between those who are business operators. Example is trade show/exhibition.

- Business to Consumer (B to C) Event marketing between business operators targeted

at their consumers such as product launch, concerts/entertainment all of which is aimed at creating and bolstering our customer’s relationship with the consumers.

- Government to Consumer (G to C) Event marketing featuring communication

between the government sector and the public such as the public event on government’s achievements.

- Corporate Identity (CI) Event marketing designed to create and bolster corporate

image of a business such as a new image launch. Event marketing is therefore a recognized marketing tool in the various business segments. It not only adds product value but also reaches the target group directly. We at Pico offers an integrated or turnkey service starting with getting involved in the marketing plan with customer, concept planning and design, constructing an finally putting the show on as the organizer. As an event service provider we also serve the logistic and supportive needs of the customer such as transport and installation services.


- Design and booth construction and management in the Bangkok International Motor Show; Chevrolet, Mercedes Benz, Isuzu and Ford

- Design and booth construction and management in Motor Expo for Chevrolet, Toyota Subaru and Ford etc.

- Planning and execution of the grand opening of the Chevrolet show room, the Chevrolution Road Show and the Chevrolet launch of the “CAPTIVA” model in Malaysia.

- Organizing “Nissan Day” - Design and booth display for GE Money in the Money Expo 2008 - Display booth for PTTEP IPIT 2008 in the 2008 International Petroleum Technology

Conference (IPTC)




3. Knowledge Communication

Our other major business segment is the knowledge communication. This business stems from our desire to produce work that is not only financially rewarding but also yields benefits to the community and society. This business draws on our extensive experience and knowledge in the various specialized areas which are then blended and communicated through the various channels to produce an effective learning experience thereby creating a new learning process. We have provided these services to both the private and public sector whose objective is to transmit or spreading knowledge to the public through temporary , semi permanent and permanent exhibition , learning and visitor centers knowledge transfer centers and museums. Our service is premised on the most effective means of communicating the knowledge to the general public. In addition to the venue design we also plan and devise an appropriate learning program of the knowledge to be communicated to the target audience or an individual earner. To achieve this end we need to understand the behavior of the learner, the appropriateness and depth of the material, the ease of the experience absorption and other relevant environmental conditions. Due consideration of these factors will result in our thorough understanding of the subject by the learner who can make further gain by combining this new learning with his existing knowledge/ experience. Personal as well societal benefits will have been achieved. Our operation begins with the initial project outline, research, design of the learning program, exhibition design, production and ending up with the museum management


- Design and construction of Museum Siam - Improvement of museum and the history lesson building of the military preparatory

school, Nakorn Nayok Province - Design and construction Information Center for Office of His Majesty’s Principal Private

Secretary - Design and exhibition management “Dialogue in the Dark” in the National Science and

Technology Symposium 2008. - Organizer of the National Science and Technology Fair 2008 - Organizer of the 2008 “Reading” fair - Organizer of the 2008 academic seminar NSTDA Annual Conference - Organizer of the seminar and related exhibition on “ Global Warming Exhibition” of the

ICT Ministry - Informal seminar of Institute for gifted and innovative learning “ The 2008 Annual

conference: Creative Brain…towards Creative Economy and Society”



4. Others

Beside the services mentioned, we have other services to support and facilitate the customer’s business.

- Rental of large air-conditioned tents from 1,000 sq. m. up to more than 20,000 sq. m. This serves to provide additional temporary space to exhibition organizers or large projects requiring significant covered space.

- Graphic design for signage and banner projects used in advertising and/or public relation work

- Furnishings to complement the counter display as product point of purchase. These are eye catching units placed in the exhibition booth or department store to increase sale in accordance with the target’s marketing plan

- Interior design of offices and corporate identity


- Construction and temporary building in the Metalex 2007 exhibition

3.2 Market and Competition

1. Overview of the market and marketing policy

Despite the continued steady growth in the event marketing competition is not intense relative to the other business segments since the industry is characterized by small producers with limited service capability compared to Pico. However, the current economic slowdown and political instability may impact our operation.

As a market leader we are determined to continually develop our organization to accommodate the changing environment to meet the expectation of our customers. We are committed to the following improvements and development:

1. Develop a close relationship with customer. Our focus is to get close to the customer through the dispensing of advice on event marketing management. Additionally, we also focus on the expansion of our customer base throughout the various industrial segments both in and outside of Thailand.

2. Using the latest and state of the art technology. We continually strive to improve on our design, conceptual ideas and human resources in order to accommodate the changing technological environment and to maintain our recognized leadership position in the technology area.

3. Improvement in quality of services rendered. We focus on the delivery of an integrated service package where the customer can conveniently avail of our one stop service and save time. Apart from the comprehensive service package strict quality control; at each step of service delivery is always assured.

4. Service quality improvement. Our strategic objective is uncompromised service and customer’s complete satisfaction. We believe that service quality is a reflection of personnel quality. We, therefore, give primary consideration to personnel development and improvement so as to ensure product/service quality and customer’s satisfaction.




4. Others

Beside the services mentioned, we have other services to support and facilitate the customer’s business.

- Rental of large air-conditioned tents from 1,000 sq. m. up to more than 20,000 sq. m. This serves to provide additional temporary space to exhibition organizers or large projects requiring significant covered space.

- Graphic design for signage and banner projects used in advertising and/or public relation work

- Furnishings to complement the counter display as product point of purchase. These are eye catching units placed in the exhibition booth or department store to increase sale in accordance with the target’s marketing plan

- Interior design of offices and corporate identity


- Construction and temporary building in the Metalex 2007 exhibition

3.2 Market and Competition

1. Overview of the market and marketing policy

Despite the continued steady growth in the event marketing competition is not intense relative to the other business segments since the industry is characterized by small producers with limited service capability compared to Pico. However, the current economic slowdown and political instability may impact our operation.

As a market leader we are determined to continually develop our organization to accommodate the changing environment to meet the expectation of our customers. We are committed to the following improvements and development:

1. Develop a close relationship with customer. Our focus is to get close to the customer through the dispensing of advice on event marketing management. Additionally, we also focus on the expansion of our customer base throughout the various industrial segments both in and outside of Thailand.

2. Using the latest and state of the art technology. We continually strive to improve on our design, conceptual ideas and human resources in order to accommodate the changing technological environment and to maintain our recognized leadership position in the technology area.

3. Improvement in quality of services rendered. We focus on the delivery of an integrated service package where the customer can conveniently avail of our one stop service and save time. Apart from the comprehensive service package strict quality control; at each step of service delivery is always assured.

4. Service quality improvement. Our strategic objective is uncompromised service and customer’s complete satisfaction. We believe that service quality is a reflection of personnel quality. We, therefore, give primary consideration to personnel development and improvement so as to ensure product/service quality and customer’s satisfaction.




For 2009 our policy direction is to grow the knowledge communication business as it is a relatively new segment in the market with a strong growth potential. We believe that we will be able to become drive this business as a leader in both the domestic and international market place.

2. Customer Profile

Our customers are those with a track record of consistent growth with an international aspiration. These are state and/or state supported companies and private operation which need to increase market awareness/penetration and turnover. They are divided into 2 categories as follows: 1. State enterprise and other government agencies, the public sector regularly conducts

events to publicize the workings of its units in order to increase public awareness and understanding. This includes also the promotional activities for government supported industries aimed at sustaining the economic growth. The agencies that are responsible for such activities are: the Ministry of Culture, the Ministry of Information and Communication Technology, Ministry of Science and Technology, Ministry of Education and the Department of Export Promotion.

2. The private sector is as follows:

- The automobile sector : This group emphasizes event marketing as it provides a venue for the consumer to make the decision immediately.

- The telecommunication sector : This is a business characterized by high growth

and intense competition and pays a significant interest in the event marketing / communication.

- The energy sector : This group has a record of consistent growth and

recognizes the importance of corporate social responsibility. It regularly conducts activities aimed at increasing the public understanding of its organizations.

- The financial institution sector : The retail banking business is characterized by

intense competition with constantly changing marketing strategy to meet customer’s demand. Event marketing is therefore the preferred choice of communication for this industry.

- Other sectors : With the continued economic growth the

consumer product, business also needs to communicate more to meet the challenges of greater competition e.g. the apparel, food and jewelry industry.




Income Portion 2008 2007Customer Group (MB) % MB %

State enterprises/government 144 14 397 40Private Sectors

Automotive 278 27 254 25Telecommunication 262 26 65 6Energy 15 2 0 0Financial Institute 9 1 28 3Food and beverage 0 0 12 1Others 300 30 258 25

1,008 100 1,014 100

3. Our Project Management Process

1. Direct customer contact Our marketing team constantly tracks customer’s business and needs. Specific product/service package is then tailored and presented to customer to match his objectives and budget. If selected, the marketing team will pass on the package to the production department which will carry on with the customer.

2. Customer relationship management

We are committed to an international standard of excellence. Customer’s trust and complete satisfaction are foremost on our agenda. This assures us of repeat business

3. Business alliances

Business alliances with the trade organizers and other players in the event marketing industry is a channel that provides a marketing channel to customer

4. Customer’s recommendation

With over 20 years experience with international standard operation, we often receive referral business from our satisfied clients

5. Pico Far East and the extensive worldwide network

With our Pico Far East affiliation and its extensive network in 26 countries we have direct access to various institutional names when they come to Thailand




3.3 Product Sourcing

The keys steps in our products sourcing process are as follows:

Marketing

- Study customer’s background/information - Customer contact to determine their marketing and objective and requirements - Conceptual design and operational plan

Design

- Research on specific requirements of customer - Realization of conceptual design, structure or exhibition with support from subsidiaries such

as Multi Designs Co., Ltd. or Design Lab MISC Co., Ltd. - Budget and breakdown presented to client

Construction

- We will either do the construction or sub-contract out to outside specialists with tracking on quality. We will perform the supervision and final survey before handing over to client.

Project Management

- Once production is completed, we will commence to build a stand by team to manage all aspects of the project to ensure of success e.g. publicity, cleaning and security. We will be in charge of these services until the end of the project

3.4 Work in Progress as of October 31, 2008

Undelivered works

Total Value (MB)

1 Event Marketing 82.002 Knowledge Communication 22.683 Others 2.94 107.62



4. Research and Development The Company’s research and development focuses on the enhancement of our capability to convey the professionalism in each line of business and utilize the knowledge to the up most extent by sending of personnel for training in and outside of the country as well as always on the lookout for overseas talents to join our team and research together with finding the ways to adapt new products and procedures to be used in individual projects.




4. Research and Development The Company’s research and development focuses on the enhancement of our capability to convey the professionalism in each line of business and utilize the knowledge to the up most extent by sending of personnel for training in and outside of the country as well as always on the lookout for overseas talents to join our team and research together with finding the ways to adapt new products and procedures to be used in individual projects.




5. Assets Employed in the Conduct of Business

5.1 Property, Plant and Equipment as of October 31, 2008

- Details of the company’s land and building

Property, plant and equipment

Area

Type of rights

Net Value (MB)

Commitment

Title deeds no. 216194-7 Soi Sukhumvit 105 (Lasalle 56) Sukhumvit Road, Bangna District, Bangna Sub-district Bangkok 10260

2 rai 200 square wah

Outright Owner 43.70 None

Office Building, 10 Soi Lasalle 56 Sukhumvit Road, Bangna District, Bangna Sub-district Bangkok 10260

4,097 sqm Outright Owner 34.21 None

Land Improvement Outright Owner -

- Details of other assets

Assets

Type of ownership

Net book value (MB)

Commitment

Remark

Vehicles Outright owner 0.10 None Vehicles On hire purchase 7.91 7.91 with leasing companies Office Equipment Outright owner 4.78 None Computer Outright owner 4.66 None Equipment & Machinery Outright owner 0.02 None Office Decoration Outright owner 5.28 None Operating accessories Outright owner 7.17 None




5.2 Intangible Assets

The Company pays an annual royalty equals to 2.53 % of total revenue to Pico Art International Pte. Ltd. (“Pico Art”). This is in connection with an “Offshore Services Agreement and “Intellectual Property License Agreement” dated July 10, 1992 and amended November 3, 2003. Under this agreement, the company is entitled to use the logo, trade name, technology and new innovation of Pico Art International Pte., Ltd. in its conduct of business. This privilege will continue, irrespective of Pico’s Art’s shareholding in the company, provided that the royalty payment is paid until the company terminates the agreement. Additionally, Pico Art agrees not to compete for business in Thailand directly or indirectly. The agreement does not preclude Pico to serve foreign clients in a foreign country provided that it is a direct request by the clients.

5.3 Investment Policy

Pico’s policy is to invest in a business operation that will complement and enhance its ability to deliver an integrated product offering e.g. a design company. Pico invested in PX System Co., Ltd. and Multi Designs Co., Ltd. in 1995 and Artcom Graphic Co., Ltd. (Renamed to NOX Bangkok Co., Ltd. on October 27, 2008) and Inkjet Images (Thailand) Co., Ltd. in 1996. Additional investments were made in 2006 in IBRIX Co., Ltd., and DesignLab MISC Co., Ltd. in order to extend our product range. These investments permit Pico to offer a comprehensive and integrated product/service to clients. In the management of these companies, Pico is represented on the executive board and participates in the setting of policy and the implementation thereof. The subsidiaries and joint ventures are encouraged to seek outside businesses to lessen dependence on Pico with no greater than 30% of turnover being “captive” business. This will encourage independent growth and reduce the overall operating risks.




6. Future Plan The Company will focus on the flexibility to change and adapt our organization in line with the changes in the business environment. Due consideration will be given to the political, economic risks and the changes in our customer’s profile and the community in general. We have established our future direction and policy as follows:

- Expansion into the international market capitalizing on our established expertise.

- Integrate our operation to cover the entire process from upstream to downstream e.g. from construction to management. This will have a significant impact on our operation within 5 years time horizon.

- Expand the scope of business especially in the educational projects that will yield increased

benefits and returns to the community.



7. Legal Dispute In 2008, the Company has one legal dispute, which is still in the Labor Court, and its detail is as follows:

Court case : Central Labor Court Court Case No. : Black No. 2312/2551 Starting case date : June 9, 2008 Prosecutor : Miss Nitida Thamasoontra Defendant : Pico (Thailand) Public Company Limited Factual basis : Total approximately Baht 50 million Progress of court case : Under investigation of prosecutor

The opinion of management on this case:

Should the defendant win the case, there is no any liability for the Company. However, the management believed that in case the Company loses the case, the prosecutor shall receive compensation in the amount of 10 month and notice of 1 month salaries of the last month salary amount according to the labor law.




7. Legal Dispute In 2008, the Company has one legal dispute, which is still in the Labor Court, and its detail is as follows:

Court case : Central Labor Court Court Case No. : Black No. 2312/2551 Starting case date : June 9, 2008 Prosecutor : Miss Nitida Thamasoontra Defendant : Pico (Thailand) Public Company Limited Factual basis : Total approximately Baht 50 million Progress of court case : Under investigation of prosecutor

The opinion of management on this case:

Should the defendant win the case, there is no any liability for the Company. However, the management believed that in case the Company loses the case, the prosecutor shall receive compensation in the amount of 10 month and notice of 1 month salaries of the last month salary amount according to the labor law.




8. Capital Structure

8.1 Stock of the Company

The Company has a registered capital of Baht 115,000,000 with Baht 114,999,980 paid up, divided into 330,000 preferred shares with the par value of Baht 1 and 114,669,980 common shares with the par value of Baht 1.

Rights of Common and Preferred Shares

With respect to receipt of dividend payment, the Company’s bylaws establish no difference in rights between common and preferred shares. In voting rights, preferred shares will be subordinated to common shares. 10,000 preferred shares will count as 1 vote whereas one common share equals one vote.

8.2 Common Shareholders

Name list and portion of top ten shareholders shown as book registered as of October 31, 2008

Item

Shareholder Name list

Share Amount

Share holding %

1 Pico Art International Pte Ltd. (1) 46,000,100 40.12 2 Mr. Pised Chungyampin (2) 29,207,438 25.47 3 Thai NVDR Co., Ltd. 4,394,679 3.83 4 Citibank International Plc. (Luxembourg Branch) 3,871,800 3.38 5 Mr. Supawit Wattanaphant 2,177,400 1.90 6 Mrs. Jirphan Sathienpakiranakorn 2,000,000 1.74 7 Mr. Silchai Kiatpapan (2) 1,537,285 1.34

8 Mr. Suwiphant Ditsayamolthon 1,276,138 1.11 9 Credit Suisse Singapore Branch 1,121,400 0.98

10 Mrs. Asara Tulyathan 1,074,455 0.94 92,660,695 80.81

Remarks: (1) Chairman of the company is a director of Pico Art International Pte Ltd.

(2) Be an executive director of the Company

8.3 Dividend Policy

Provided that there are no other needs such as major business expansion, the Company and subsidiaries have the policy to pay out the dividend at the rate of approximately 40% of net profit after taxes.


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Organization Structure of Directors

There are 5 boards in the Company’s structure.

1) The Board of Directors

As of October 31, 2008 there are 9 members of the Board of Directors. 5 of whom are non management and 3 are independent directors as follows:

1 Mr. Chia Song Heng Chairman 2 Mr. Pised Chungyampin Vice Chairman 3 Mr. Silchai Kiatpapan Director 4 Ms. Nitida Thamasoontra (1) Director 5 Mr. Chong Mang Yong (2) Director 6 Mr. Chung Chee Keong (3) Director 7 Mr. Viriya Pholpoke Director and Executive Advisor 8 Mr. Chaiyod Bunyagidj Independent director and Chairman of the audit committee 9 Mr. Sern Vithespongse Independent director and audit committee member 10 Mrs. Sasitorn Phongsathorn Independent Director and audit committee member With Mr. Chaijit Tehasuwanarat as the secretary to the Board of directors

Remark (1) Removal from authorized director by the resolution of Extraordinary General Meeting No.1/2008 dated November 8, 2008

(2) Resignation from director on May 20, 2008 (3) As a director on June 6, 2008 to replace Mr. Chong Mang Yong resignation

Terms of Office

Members of the Board serve a period of 3 years. In the annual general meeting of shareholders, 1/3 of all directors must retire by rotation with the longest serving directors retiring first. Retiring directors may be reelected to serve another term.

Directors Authorized to Sign and Bind the Company

Directors authorized to sign and bind the Company are Mr. Pised Chungyampin together with Mr. Chia Song Heng or Mr. Silchai Kiatpapan or Mr. Chung Chee Keong, constituting 2 signatures with the Company’s seal affixed.



Scope of Authority of the Board of Directors

1 The Board of Director’s functions

The Board of Directors shall act to ensure maximum benefits from the conduct of the Company’s business by using its knowledge and experience to the fullest capability. It shall conduct its role according to the Company’s memorandum of association and bylaws with due care and discretion to protect the rights of and be responsible to the shareholders.

2 Establishing the Company’s objectives, business direction and policy

The Board is charged with the setting of appropriate policy and business direction of the Company except the policy or business direction which requires shareholders’ approval.

3 Appointment and supervision of the Executive Committee

The Board is empowered to appoint a committee consisting of directors as it deems appropriate to act as an Executive Committee to manage on its behalf. In this respect the Board of Directors at its meeting 1/2003 held on August 29, 2003 resolved to appoint an Executive Committee and clearly established its scope, power and duties. The Board of Directors will be responsible for the supervision to ensure that the Executive Committee effectively carries out the approved policies.

4 Appointments and delegation of authority to other persons.

The Board of Directors may appoint any other person to conduct the Company’s business under its supervision or it may delegate authority to said person as it deems appropriate. The time period of this authority delegation shall be set as the Board deems appropriate and the Board may rescind, remove, alter or modify such delegation. Such appointment or delegation shall fall under the following rules:

1) Any appointment and authority delegation shall not be bestowed on person(s) with a vested interest in or is in conflict with the Company or its subsidiaries.

2) Person(s) so appointed and delegated shall not be able to approve transactions that involve themselves or persons that may be in conflict with, possessing vested interest in or having any other potential conflict of interest against the Company or its subsidiaries

3) Appointment and delegation must be accompanied by a clear establishment of scope of authority, duty, and responsibility and must be in accordance with the resolution of the Board of Directors meeting attended by independent directors or members of the audit committee. In the case that such delegation of power is objected to by a member of the independent director or an audit committee member such objection shall be clearly recorded in the minutes of the meeting.




Scope of Authority of the Board of Directors

1 The Board of Director’s functions

The Board of Directors shall act to ensure maximum benefits from the conduct of the Company’s business by using its knowledge and experience to the fullest capability. It shall conduct its role according to the Company’s memorandum of association and bylaws with due care and discretion to protect the rights of and be responsible to the shareholders.

2 Establishing the Company’s objectives, business direction and policy

The Board is charged with the setting of appropriate policy and business direction of the Company except the policy or business direction which requires shareholders’ approval.

3 Appointment and supervision of the Executive Committee

The Board is empowered to appoint a committee consisting of directors as it deems appropriate to act as an Executive Committee to manage on its behalf. In this respect the Board of Directors at its meeting 1/2003 held on August 29, 2003 resolved to appoint an Executive Committee and clearly established its scope, power and duties. The Board of Directors will be responsible for the supervision to ensure that the Executive Committee effectively carries out the approved policies.

4 Appointments and delegation of authority to other persons.

The Board of Directors may appoint any other person to conduct the Company’s business under its supervision or it may delegate authority to said person as it deems appropriate. The time period of this authority delegation shall be set as the Board deems appropriate and the Board may rescind, remove, alter or modify such delegation. Such appointment or delegation shall fall under the following rules:

1) Any appointment and authority delegation shall not be bestowed on person(s) with a vested interest in or is in conflict with the Company or its subsidiaries.

2) Person(s) so appointed and delegated shall not be able to approve transactions that involve themselves or persons that may be in conflict with, possessing vested interest in or having any other potential conflict of interest against the Company or its subsidiaries

3) Appointment and delegation must be accompanied by a clear establishment of scope of authority, duty, and responsibility and must be in accordance with the resolution of the Board of Directors meeting attended by independent directors or members of the audit committee. In the case that such delegation of power is objected to by a member of the independent director or an audit committee member such objection shall be clearly recorded in the minutes of the meeting.




2) The Executive Committee

As of October 31, 2008, the Company has 6 executive committee members as follows:

1 Mr. Pised Chungyampin Chairman 2 Mr. Chia Song Heng Vice Chairman 3 Mr. Silchai Kiatpapan Executive Committee Member 4 Mr. Chokchai Vatcharanirunkul Executive Committee Member 5 Ms. Supaporn Sawangjitt Executive Committee Member 6 Mr. Chaijit Tehasuwanarat Executive Committee Member

Scope of Duty and Authority of the Executive Committee

1 To propose for the Approval by the Board of Directors the followings: - Business objectives and direction. - Business strategy and policy. - Annual business plan and budget. - Organizational structure and management including details on selection, training,

recruitment and termination of employees.

2 Supervision and overseeing that the Company’s business operation follows the Board’s approved business strategy, policy and plan.

3 Screening of business contractual obligations of the Company, acquisition of assets or rights to

be used to the benefit of the Company. This includes the setting up of negotiating processes in the closing of the said contracts.

4 Screening of fiduciary contracts, lending, borrowing and undertaking of guarantee by the

Company.

5 Acting on contract amendment and termination in accordance with the Executive Committee’s discretion.

6 To consider the profit and loss account of the Company and the proposal of an interim or annual

dividend payment to the Board of Directors for approval.

7 To engage in any other action in order to support the above or as may be delegated by the Board of Directors from time to time.

The foregoing duties and powers of the Executive Committee shall be under the law and the Company’s bylaws. The Executive Committee shall not have the authority to approve transaction that its members or others may be in conflict with or possess a vested interest in or having any conflict of interest against the Company or its subsidiaries. Should such a case arise, the Executive Committee shall refer the case for consideration by the Board of Directors.




3) The Audit Committee

As of October 31, 2008, there are 3 members of the Audit Committee as follows: 1 Mr. Chaiyod Bunyagidj Chairman of Audit Committee 2 Mr. Sern Vithespongse Audit Committee member 3 Mrs. Sasitorn Phongsathorn Audit Committee member Mr. Chaijit Tehasuwanarat servicing as secretary to the committee

Qualifications of the Audit Committee and Independent Directors

1 Holding less than 1% of the outstanding shares with voting rights in the Company, subsidiaries, associated companies or persons deemed to represent conflict of interest (including such persons described in code 258 of the Securities and Exchange Act B.E. 2535).

2 Having no part in management including not being a member of the employees, staff, salaried advisor or authorized management of the Company, subsidiaries, associated companies or a person deemed to represent a conflict of interest during the past 2 year before appointed.

3 Having no direct or indirect business relationship, benefits, stake in the Company. This covers the financial and administration of the Company, subsidiaries, associated companies or persons where conflicts could compromise independence.

4 Not being closely related to management, major shareholders of the Company, subsidiaries, associated companies or persons who may be in conflict. Not also having been appointed as attorneys representing the interest of the directors or the major shareholders.

5 Not having been appointed as a Company director to represent major shareholders who may related to other majors shareholders.

6 Having no other condition that would impair the rendering of independent opinion

7 Independent Director processing the quality as outline in 1-6 above may be assigned by the Board of directors to carry on the operation of the Company, subsidiaries and associated Company or other juristic entities that may be in a conflict of interest situation. The decision may be made collectively.

Scope of Authority of the Audit Committee

The Audit Committee has the duties as delegated by the Company’s board of directors, as follows: 1 To review the Company’s financial reporting process to ensure that it is accurate and adequate;

2 To review Company’s internal control system and internal audit system to ensure that they are

suitable and efficient, to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chef of an internal audit unit or any other unit in charge of an internal audit;

3 To review the Company’s compliance with the law on securities and exchange , the Exchange’s

regulations, and the laws relating to the Company’s business;




4 To consider, select and nominate an independent person to be the Company’s auditor, and to

purpose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year;

5 To review the Connected Transactions, or the transactions that may lead to conflicts of interest,

to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company;

6 To prepare and to disclose in the Company's annual report, an audit committee's report which

must be signed by the audit committee's chairman and consist of at least the following information:

(a) an opinion on the accuracy, completeness and creditability of the Company's financial report (b) an opinion on the adequacy of the Company's internal control system, (c) an opinion on the compliance with the law on securities and exchange, the Exchange's

regulations, or the laws relating to the Company's business, (d) an opinion on the suitability of an auditor, (e) an opinion on the transactions that may lead to conflicts of interests, (f) the number of the audit committee meetings, and the attendance of such meetings by each

committee member, (g) an opinion or overview comment received by the audit committee from its performance of

duties in accordance with the charter, and (h) other matters to be concerned by shareholders and investors under the assignment and by

the Company’s Board of Directors

7 To perform any other act as assigned by the Company’s board of directors, with the approval of the audit committee.

4) The Nomination Committee

The Nomination Committee was appointed by the Board of Directors’ meeting No. 6/2007 on December 14, 2007 as follows:

1 Mr. Chia Song Heng Chairman 2 Mr. Pised Chungyampin Director 3 Mr. Silchai Kiatpapan Director 4 Ms. Nitida Thamasoontra (1) Director 5 Mr. Chong Mang Yong (2) Director 6 Mr. Viriya Pholpoke Director 7 Mr. Chaiyod Bunyagidj Director 8 Mr. Sern Vithespongse Director 9 Mrs. Sasitorn Phongsathorn Director


(2) Resignation from director on May 20, 2008



5) The Remuneration Committee

The Remuneration Committee was appointed by the Board of Directors’ meeting No. 6/2007 on December 14, 2007 as follows:

1 Mr. Chia Song Heng Chairman 2 Mr. Chaiyod Bunyagidj Director 3 Mr. Sern Vithespongse Director 4 Mrs. Sasitorn Phongsathorn Director 5 Mr. Viriya Pholpoke Director

Scope of Duty and Authority of the Nomination and Remuneration Committees

1 To screen and select the appropriate person (s) as member (s) of the Board of Directors and to propose the selected individual to the Board of Directors who then submit to the shareholders’ meeting for approval.

2 To determine the remuneration package and other benefits, duty and responsibility of Executive

Chairman and Executive Chief Officer, along with procedure and performance evaluation, will be for consideration of yearly compensation.

9.2 Selection of Directors and Management Executives

In the selection process for directors the chairman will appoints the Nomination Committee to assist in the consideration of persons with appropriate qualifications which do not run contrary to the laws governing public companies. Criteria used will be vision, basic qualifications and extensive experience which will be beneficial to the Company. Such person must be of highest moral value and unquestioned ethics in accordance with code 68 of the Public Company Act 2535 and the relevant announcements of the SEC and SET. The selected person is then submitted to the Board for election during its meeting. In the case that a directorship becomes vacant for reasons other than the rotational retirement the remaining directors at its subsequent meeting may elect a suitably qualified person to fulfill the vacated position. No shareholder’s meeting is needed for this election. The replacement director may only serve out the remaining tenure of the vacated director.




5) The Remuneration Committee

The Remuneration Committee was appointed by the Board of Directors’ meeting No. 6/2007 on December 14, 2007 as follows:

1 Mr. Chia Song Heng Chairman 2 Mr. Chaiyod Bunyagidj Director 3 Mr. Sern Vithespongse Director 4 Mrs. Sasitorn Phongsathorn Director 5 Mr. Viriya Pholpoke Director

Scope of Duty and Authority of the Nomination and Remuneration Committees

1 To screen and select the appropriate person (s) as member (s) of the Board of Directors and to propose the selected individual to the Board of Directors who then submit to the shareholders’ meeting for approval.

2 To determine the remuneration package and other benefits, duty and responsibility of Executive

Chairman and Executive Chief Officer, along with procedure and performance evaluation, will be for consideration of yearly compensation.

9.2 Selection of Directors and Management Executives

In the selection process for directors the chairman will appoints the Nomination Committee to assist in the consideration of persons with appropriate qualifications which do not run contrary to the laws governing public companies. Criteria used will be vision, basic qualifications and extensive experience which will be beneficial to the Company. Such person must be of highest moral value and unquestioned ethics in accordance with code 68 of the Public Company Act 2535 and the relevant announcements of the SEC and SET. The selected person is then submitted to the Board for election during its meeting. In the case that a directorship becomes vacant for reasons other than the rotational retirement the remaining directors at its subsequent meeting may elect a suitably qualified person to fulfill the vacated position. No shareholder’s meeting is needed for this election. The replacement director may only serve out the remaining tenure of the vacated director.




9.3 Directors’ Compensation

1) Monetary Compensation

Directors The shareholders at its 2008 Annual General Meeting of Shareholders held on February 15, 2008 approved directors’ compensation and bonus payment for 2008 in the amount not exceeding Baht 5,000,000 with the allocation to be decided by the directors. This approval is effective immediately after approval and is valid until change is resolved by the shareholders. The criteria for director’s fee as follows: 1. Monthly compensation Baht 5,000 per person 2. Meeting attendance at Baht 15,000 per meeting attended 3. Baht 200,000 annual compensation per person to 3 audit committee members payable

quarterly 4. The Board of Directors has approved a bonus payment to the 3 independent directors and

one advisor totaling 4 persons with payment to be considered from individual responsibility of each director.

Monetary compensation to directors in 2008 as a resolution of the Board of Directors as follows:

Name

Monthly Fee (person/year)

Attending Fee

Audit Committee

Bonus

Total (Baht/Year)

1. Mr. Chia Song Heng 60,000 60,000 120,0002. Mr. Pised Chungyampin 60,000 75,000 135,0003. Mr. Silchai Kiatpapan 60,000 75,000 135,000

4. Miss Nitida Thamasoontra (1) 60,000 60,000 120,000

5. Mr. Chong Mang Yong (2) 35,000 15,000 50,0006. Mr. Chung Chee Keong (3) 25,000 30,000 55,0007. Mr. Viriya Pholpoke 60,000 75,000 800,000 935,0008. Mr. Chaiyod Bunyagidj 60,000 75,000 200,000 840,000 1,175,0009. Mr. Sern Vithespongse 60,000 60,000 200,000 810,000 1,130,00010. Mrs. Sasitorn Phongsathorn 60,000 75,000 200,000 810,000 1,145,000

540,000 600,000 600,000 3,260,000 5,000,000



Management In 2008 and 2007 monetary compensation was paid to 6 members of management and 1 advisor in the amount of Baht 25.21 million and Baht 30.40 million respectively.

2) Other compensation

- None -



9.4 Good Corporate Governance

The Company’s policy is for its members of the Board to comply with the regulations of listed companies with respect to the duty and responsibility of directors. Subsequent to the Company’s transformation to a public company, the Board of Directors and the Audit Committee together established supervisory guidelines in overseeing the Company’s operation and to clearly define the scope of authority of directors and management. This covers compliance to the law, memorandum of the association, bylaws and the resolutions of the shareholders with honesty, integrity and utmost care to ensure maximum benefits to the Company. The directors are also charged with establishing the Company’s policy and business direction and to ensure that the set policy is followed by management. Pursuant to the guidelines established by the SET for listed companies in 2006 on operation oversight 5 principal areas are established:

1. Rights of Shareholders

Shareholders are the rightful owners of the Company whose rights and privileges are recognized and respected. These are: shares buy/sell, shares transfer, profit sharing, rights to attend meetings, participate in agenda deliberation and voting. The Board of Directors shall arrange a shareholders’ meeting with a 7 day advance notice to all shareholders. Shareholders will be informed in writing of all agenda together with the directors; opinion and recommendation for each of the agenda presented. During the meeting the shareholders will have the rights to freely question and express their opinion during the deliberation of each issue. Minutes of the meeting will be recorded accurately and in full covering questions and answers for shareholders’ later perusal.

2. Equal Treatment to All Shareholders

Each shareholder or group of shareholders is treated equally whether they are management or non management, majority or minority shareholders or foreign shareholders:

- Shareholders unable to attend meeting may appoint proxy holders to attend and vote on their behalf.

- To ensure transparency and accountability - Shareholders who are executive committee members shall not add unnecessary agenda to the

meeting especially significant issues where shareholders need time to study the motion prior to making a decision.

3. Stakeholders

All stakeholders are equally treated to foster a harmonious relationship leading to the growth and prosperity of the Company in the long run.




9.4 Good Corporate Governance

The Company’s policy is for its members of the Board to comply with the regulations of listed companies with respect to the duty and responsibility of directors. Subsequent to the Company’s transformation to a public company, the Board of Directors and the Audit Committee together established supervisory guidelines in overseeing the Company’s operation and to clearly define the scope of authority of directors and management. This covers compliance to the law, memorandum of the association, bylaws and the resolutions of the shareholders with honesty, integrity and utmost care to ensure maximum benefits to the Company. The directors are also charged with establishing the Company’s policy and business direction and to ensure that the set policy is followed by management. Pursuant to the guidelines established by the SET for listed companies in 2006 on operation oversight 5 principal areas are established:

1. Rights of Shareholders

Shareholders are the rightful owners of the Company whose rights and privileges are recognized and respected. These are: shares buy/sell, shares transfer, profit sharing, rights to attend meetings, participate in agenda deliberation and voting. The Board of Directors shall arrange a shareholders’ meeting with a 7 day advance notice to all shareholders. Shareholders will be informed in writing of all agenda together with the directors; opinion and recommendation for each of the agenda presented. During the meeting the shareholders will have the rights to freely question and express their opinion during the deliberation of each issue. Minutes of the meeting will be recorded accurately and in full covering questions and answers for shareholders’ later perusal.

2. Equal Treatment to All Shareholders

Each shareholder or group of shareholders is treated equally whether they are management or non management, majority or minority shareholders or foreign shareholders:

- Shareholders unable to attend meeting may appoint proxy holders to attend and vote on their behalf.

- To ensure transparency and accountability - Shareholders who are executive committee members shall not add unnecessary agenda to the

meeting especially significant issues where shareholders need time to study the motion prior to making a decision.

3. Stakeholders

All stakeholders are equally treated to foster a harmonious relationship leading to the growth and prosperity of the Company in the long run.




The followings are undertaken: Employees: The Company is fully cognizant that employees are its most important asset

and the key to its growth. Training programs are established and on going to develop the best talents in the business. Competitive compensation package and benefits such as provident fund, life and health insurance are periodically reviewed to ensure that we remain competitive in the market. Feedbacks are encouraged so that management can learn of grievances and work toward a mutually acceptable resolution.

Trading partners: Honor the market practice and contractual obligations in dealing with our

trading partners Customers: Maximum benefits to the customers through the best and highest service

quality, product standard, responsive to needs and respect of customer’s privileged information.

Competitors: We believe that competition induces creative development and we abide by

the rules of a good competition. We will not resort to predatory practices on our competitors.

Creditors: We believe that contractual obligations must be honored to foster a mutually

beneficial relationship in the longer term. Community: We are aware of our duty and responsibility to the community and strive to

ensure that the rights of all stakeholders are protected through strict compliance to the law and regulations. In cooperation with General Motor Sales (Thailand) and Chevrolet Sales (Thailand) we have built 15 libraries for provincial schools with 7 completed and handed over: Banrongdu School in Petchaboon, Baanphonoi School in Trang, Hua Hin Rajbamrung School in Karasin and Baan Huay Plu Nang School in Trang, Wat Baan Ang School in Chanthaaburi, Wat Baan Kai School in Rayong and Baan Rai Nai School in Prachuabkirikhan. Additional 8 libraries are completed throughout the country.

4. Disclosure and Transparency

We recognize the significance of disclosures, financial or otherwise to the public. These disclosures are made through the channels prescribed by the law and the SET in its annual disclosure form and annual report and also other channels such as our website and the regular meeting with securities analysts. We are confident that shareholders can have access to the necessary information from these channels. Moreover, shareholders and the general public can readily reach our investor relations officer for additional information. Mr. Chaijit Tehasuwanarat, Chief Financial Officer, serves as the investor relations officer and may be reached at 02-748-7007 or email address [email protected]



5. Responsibility of Directors

Structure of the Board of Directors

- The Company’s BOD consists of 9 directors with 3 being independent directors. The ratio of independent directors is 1/3 which is in compliance with the standard established by the SET. Members of the Board serve for a period of 3 years. The longest serving director will take turn in retiring in the proportion of 1/3 of total.

- 3 directors are appointed as executive committee members tasked with the implementation of the Company’s direction, business plan and established annual budget. The division of duty and responsibility of directors and executive committee members is clearly divided. The BOD is tasked with the oversight of the executive committee members in its implementation of the established policy. The chairman of the BOD and he chairman of the executive committee are different persons so as to provide a check and balance.

Furthermore, an audit committee is appointed comprising of 3 independent directors. It is charged with the oversight of the Company’s operation and to ensure that the planning and business making decisions are appropriately taken and that the decision is not dominated by the executive committee or a single group of persons.

- Checks and balances of non management directors

By design the committees and boards are appointed so that no person or group of persons can dominate the decision making process to ensure of operational efficiency an established check and balance mechanism.

Director who are member of executive committee 3 persons Director who are not member of executive committee 5 persons Independent directors 3 persons

- The audit committee members consist exclusively of independent directors to assist in the

oversight of operation. The audit committee holds quarterly meeting and reports to the Board of Directors.

- The Chief Financial Officer is appointed as the secretary to the board of directors, the audit

committee with the duty to advise on legal aspects and other pertinent regulations that the directors need to be cognizant of. He also coordinates that the resolution made the Board of directors meeting be implemented.




5. Responsibility of Directors

Structure of the Board of Directors

- The Company’s BOD consists of 9 directors with 3 being independent directors. The ratio of independent directors is 1/3 which is in compliance with the standard established by the SET. Members of the Board serve for a period of 3 years. The longest serving director will take turn in retiring in the proportion of 1/3 of total.

- 3 directors are appointed as executive committee members tasked with the implementation of the Company’s direction, business plan and established annual budget. The division of duty and responsibility of directors and executive committee members is clearly divided. The BOD is tasked with the oversight of the executive committee members in its implementation of the established policy. The chairman of the BOD and he chairman of the executive committee are different persons so as to provide a check and balance.

Furthermore, an audit committee is appointed comprising of 3 independent directors. It is charged with the oversight of the Company’s operation and to ensure that the planning and business making decisions are appropriately taken and that the decision is not dominated by the executive committee or a single group of persons.

- Checks and balances of non management directors

By design the committees and boards are appointed so that no person or group of persons can dominate the decision making process to ensure of operational efficiency an established check and balance mechanism.

Director who are member of executive committee 3 persons Director who are not member of executive committee 5 persons Independent directors 3 persons

- The audit committee members consist exclusively of independent directors to assist in the

oversight of operation. The audit committee holds quarterly meeting and reports to the Board of Directors.

- The Chief Financial Officer is appointed as the secretary to the board of directors, the audit

committee with the duty to advise on legal aspects and other pertinent regulations that the directors need to be cognizant of. He also coordinates that the resolution made the Board of directors meeting be implemented.




Board of Directors Meeting

The Board supports regular attendance and encourages the participation of the members at meetings which are scheduled quarterly at the minimum. Meetings are held to inform of events with members encouraged in the business deliberations and participate in the decision making processes. Directors are informed in advance of the meeting date and venue with agenda and pertinent material supplied. During each meeting directors may introduce additional agenda for discussion. Open and meaningful discussions are encouraged with the secretary to the board responsible for the recording of the minutes. 5 meetings were held in 2008 as per the following details.



The Audit Committee

6 Audit Committee meetings were held in 2008

Name Attendance

1. Mr. Chaiyod Bunyagidj 62. Mr. Sern Vithespongse 63. Mrs. Sasitorn Phongsathorn 6

Name Attendance

1. Mr. Chia Song Heng 42. Mr. Pised Chungyampin 53. Mr. Silchai Kiatpapan 54. Miss Nitida Thamasoontra (1) 45. Mr. Chong Mang Yong (2) 16. Mr. Chung Chee Keong (3) 27. Mr. Viriya Pholpoke 58. Mr. Chaiyod Bunyagidj 59. Mr. Sern Vithespongse 410. Mrs. Sasitorn Phongsathorn 5



Directors and Management’s Compensation

Directors’ compensation: Compensation is based upon responsibility, duty, role which is clearly defined. The compensation is in line with industry’s norm. Executive directors’ compensation: The compensation of the executive committee members is in accordance with the corporate performance and the individual performance of each member of management. The review process will be in line with peer companies in the same industry or similar sized companies. Corporate and individual performance will also be used in the review to be conducted by the chairman of the BOD together with the other directors with no vested interest.

Insider Information Supervision

A policy is established so that inside information is not to be used for personal gain. This covers spouses and minor children of employees. The details are as follows:

1. All members of management in every department must be informed of their responsibility to report their stockholding and the penalties for failure to comply in accordance with Securities and Exchange Act B.E. 2535 and the regulations of the SET.

2. The Company’s policy is to allow senior management to disclose only minimal internal

information to staff so as to permit the conduct of operation. Additionally members of management are prohibited to use insider information in the trading of the Company’s stock.

Internal Control

The Company has an established an adequate control process on operation. This process is constantly updated and developed to accommodate the changing conditions. Management regularly audits to ensure that rules and regulations are strictly adhered to. Regular appraisal of the process is made to ensure that changes in organization are recognized. Outside internal auditors are commissioned to regularly review operation with report submitted directly to the chairman of the audit committee.




Directors and Management’s Compensation

Directors’ compensation: Compensation is based upon responsibility, duty, role which is clearly defined. The compensation is in line with industry’s norm. Executive directors’ compensation: The compensation of the executive committee members is in accordance with the corporate performance and the individual performance of each member of management. The review process will be in line with peer companies in the same industry or similar sized companies. Corporate and individual performance will also be used in the review to be conducted by the chairman of the BOD together with the other directors with no vested interest.

Insider Information Supervision

A policy is established so that inside information is not to be used for personal gain. This covers spouses and minor children of employees. The details are as follows:

1. All members of management in every department must be informed of their responsibility to report their stockholding and the penalties for failure to comply in accordance with Securities and Exchange Act B.E. 2535 and the regulations of the SET.

2. The Company’s policy is to allow senior management to disclose only minimal internal

information to staff so as to permit the conduct of operation. Additionally members of management are prohibited to use insider information in the trading of the Company’s stock.

Internal Control

The Company has an established an adequate control process on operation. This process is constantly updated and developed to accommodate the changing conditions. Management regularly audits to ensure that rules and regulations are strictly adhered to. Regular appraisal of the process is made to ensure that changes in organization are recognized. Outside internal auditors are commissioned to regularly review operation with report submitted directly to the chairman of the audit committee.




9.5 Personnel

1. Total staff of the Company and subsidiaries as of October 31, 2008

Permanent

employees Daily

employees

Pico (Thailand) Public Company Limited 109 2 Subsidiaries 40 63 Total 149 65

Sectional breakdown of 109 employees Person

Management 11 Strategic Marketing 7 Human Resources 12 Finance and Accounting 12 Marketing (Event Marketing) 67

2. Employee Compensation

2.1 In 2008 total monetary compensation to employees of Pico and subsidiaries consists of salaries and bonuses amounting to Baht 91.30 million.

Unit : Million Baht 2008 2007

Salary 70.64 72.14 Bonus 20.66 14.37 Total 91.30 86.52

2.2 Other Compensation Provident fund contribution 2008 Employees of the Company and subsidiaries contribute 3% of monthly salary to the provident fund plan which is matched by equal contribution from the companies. Employees are entitled to the benefits based upon their length of service with 2, 3 and 5 years of service drawing 30%, 50% and 100% from the fund on leaving, respectively.

Unit : Million Baht 2008 2007

Provident fund contribution 2.44 1.89




3. Changes in number of personnel for the past 3 years.

In 2008 14 resigned with 15 new hired In 2007 9 resigned with 24 new hired In 2006 24 resigned with 23 new hired

4. Significant legal disputes during the past 3 years

There is one legal dispute in 2008. Such case is still in the Labor Court. Please see details under “Legal Disputes”.

5. Personnel development policy

To ensure continued corporate growth human resource development is an integral part of our policy. We are committed to develop our human resources and improve our human resource administration so that work quality goes hand in hand with quality of life. Staff members are encouraged to build on their strengths in accordance with our business approach and to be ready to meet the competition and respond to changes.

Our human resource administration goes hand in hand with job satisfaction along the following guidelines:

Recruitment and Selection Process

We have a guideline for the recruitment of high caliber staff members. A selection committee utilizes standardized fests based on capability in recruiting required personnel for the corporate assignment. Consideration is also given to the assessment of manpower requirement commensurate with the responsibility and business operation.

Staff Training

Our most important resource is our employees. We are committed to the development of each and every staff member to develop to his fullest potential Training courses are provided both in and outside of the Company e.g. the quality service development (ISO9001:2000), the strategic Marketing Plan, communication techniques for managers, advanced sale administration and presentation skills course. The training also extends to overseas training and observation visits such as Talent Enrichment Program II (TEPII) at Singapore, Expo Zaragoza at Spain, Communic Asia 20008 at Singapore.

Additionally, we foster a learning culture within the working environment by providing a lounge with a reading corner staffed with educational materials, internet and UBC. We truly believe that a good, clean and peaceful working environment is an undeniable prerequisite for good quality work. We, therefore, pay significant attention to the maintenance of premises as if our employees’ second home.




Employee Relations

We have established an ongoing employee relations program to ensure that employees are well bonded .Staff members are encouraged to participate in the various aspects of corporate activities such as the New Year party. Additionally, core activities with social contribution are also encouraged such as donation drive for needy students, visits to orphanages and similar foundations.

Welfare Benefits

We have an equitable compensation system in place. A provident fund, health and life insurance program are in place. Other benefits such as car and telephone allowance, per diem and staff uniform are continually reviewed to keep pace with the changes in economic conditions. Additionally, staff has an access channel to air grievances to management for due consideration and further mutually beneficial resolution.

Security and Occupational Hazards

A safety committee is establishes to ensure of work place safety. Regular inspections on safety and security of premises are conducted. Adequate safety equipment is provided and staff is well advised on fire safety and the appropriate use of fire fighting equipment.




10. Internal Control The Board of Directors has appointed an Audit Committee consisting of 3 independent directors, none of whom holds any position in the Company. The Audit Committee’s responsibility is for the oversight of the financial report preparation for accuracy, adequate disclosure, compliance to the governing rules and regulations and effective internal control process. The Company has engaged a consultant to supervise the internal audit process with a report done on a quarterly basis in 2008. The consultant regularly meets with the Audit Committee to review the audit results and the adequacy of the internal control process. The Audit Committee’s report is attached.






The Audit Committee of Pico (Thailand) Public Company Limited consists of Mr. Chaiyod Bunyagidj as chairman, Mr. Sern Vithespongse and Mrs. Sasitorn Phongsatorn as members of the committee.

The Audit Committee performs its duty and responsibility pursuant to the delegation of the Board of Directors. In 2008, 6 meetings were held with the executive management and the independent auditor. The results of the meetings are as follows:

Financial Report Preparation, the Committee diligently reviewed the quarterly and annual financial report for 2008 with the executive management and the independent auditor to ensure that the consolidated statements are presented accurately and in accordance with the generally accepted accounting principles and disclosures were accuracy and adequacy. The Committee reviewed Intercompany transactions to be complied to the rules and regulations of the Stock Exchange of Thailand.

Internal Control, the Committee reviewed an internal control with the executive management and the independent auditor to ensure that the Company has a reliable internal control. In addition, the Committee provided an observation and constructive comments on material matters according to the internal audit report for improvement of operations to be more effective and efficient and each operational department to have an adequate control process in place.

Risk Management, the executive committee and the executive management realized the importance of risk management. They appointed a dedicated risk management system to present and reduce risks that may affect the Company’s performance.

Related Transactions, the Committee reviewed all related transactions to ensure that they were conducted at arms length and is strictly normal trade transactions that the Company closely abides by its commitment to good governance.

Compliance, the Committee reviewed transactions for compliance to the rules and regulations of the Stock Exchange of Thailand and other related business laws. Complete compliance is noted.

Good Governance, the Company is found to abide by its commitment to the concept of good governance. Its operation is conducted in a transparent and accountable manner with all stakeholders’ interest in mind.

The Committee also reviewed the selection of the independent auditor for the Board of Directors to present to the shareholders for ratification. Mrs. Nachalee Boonyakarnkul certified public accountant no. 3126, and/or Mr. Niti Jungnitnirundr certified public accountant no. 3809 and/or Miss Vipavee Boonyaprasit certified public accountant no. 3096 of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. are recommended to be elected as the Company’s independent auditor for 2009 with a stipend of Baht 2,040,000.


(Mr. Chaiyod Bunyagidj) Chairman of the Audit Committee Pico (Thailand) Public Company Limited





The Audit Committee of Pico (Thailand) Public Company Limited consists of Mr. Chaiyod Bunyagidj as chairman, Mr. Sern Vithespongse and Mrs. Sasitorn Phongsatorn as members of the committee.

The Audit Committee performs its duty and responsibility pursuant to the delegation of the Board of Directors. In 2008, 6 meetings were held with the executive management and the independent auditor. The results of the meetings are as follows:

Financial Report Preparation, the Committee diligently reviewed the quarterly and annual financial report for 2008 with the executive management and the independent auditor to ensure that the consolidated statements are presented accurately and in accordance with the generally accepted accounting principles and disclosures were accuracy and adequacy. The Committee reviewed Intercompany transactions to be complied to the rules and regulations of the Stock Exchange of Thailand.

Internal Control, the Committee reviewed an internal control with the executive management and the independent auditor to ensure that the Company has a reliable internal control. In addition, the Committee provided an observation and constructive comments on material matters according to the internal audit report for improvement of operations to be more effective and efficient and each operational department to have an adequate control process in place.

Risk Management, the executive committee and the executive management realized the importance of risk management. They appointed a dedicated risk management system to present and reduce risks that may affect the Company’s performance.

Related Transactions, the Committee reviewed all related transactions to ensure that they were conducted at arms length and is strictly normal trade transactions that the Company closely abides by its commitment to good governance.

Compliance, the Committee reviewed transactions for compliance to the rules and regulations of the Stock Exchange of Thailand and other related business laws. Complete compliance is noted.

Good Governance, the Company is found to abide by its commitment to the concept of good governance. Its operation is conducted in a transparent and accountable manner with all stakeholders’ interest in mind.

The Committee also reviewed the selection of the independent auditor for the Board of Directors to present to the shareholders for ratification. Mrs. Nachalee Boonyakarnkul certified public accountant no. 3126, and/or Mr. Niti Jungnitnirundr certified public accountant no. 3809 and/or Miss Vipavee Boonyaprasit certified public accountant no. 3096 of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. are recommended to be elected as the Company’s independent auditor for 2009 with a stipend of Baht 2,040,000.


(Mr. Chaiyod Bunyagidj) Chairman of the Audit Committee Pico (Thailand) Public Company Limited




11. Intercompany Transaction Various intercompany transactions were conducted and recorded during the year. Merchandise costs and services charges involved in transactions with subsidiary and associated companies or entities that may be deemed as having conflict of interest are recorded at market with the transactions conducted under prevailing terms and conditions of the trade. Details are disclosed in the notes 20 attached to the financial statements for the year ended October 31, 2008.

Regulation and approval process for intercompany transactions

The independent directors have oversight on intercompany transactions and review all such transactions deemed to be potentially conflict of interest. The board of directors then approved all such transactions with directors involved in such transactions abstaining from participating in the decision making.

Future intercompany transactions

Intercompany transactions with shareholders or related companies are in line with general business practice giving access to share the intellectual property rights of the joint ventures. The executive management, in approving such transactions, places maximum benefits to the company as the foremost criterion. It is expected that related transactions such as sales with accompanying trade payable and purchases with trade credit and service fees will continue as normal trade engagements. Related transactions will be reviewed to ensure that they are normal trade transaction. Compliance to the announcements of the Stock Exchange of Thailand will be ensured with persons with vested interest prohibited from the decision making process.




12. Operation Results and Financial Position 12.1 Financial Statements

a. Summary of Report of the Independent Certified Public Accountants

The report of the independent certified public accountants for last three fiscal years from years 2006 to 2008 are an unqualified opinion on the consolidated and separated financial statements which present fairly, in all material respects, the financial position and the results of operations its cash flows in accordance with generally accepted accounting principles.

Year

Certified Public Accountant (Thailand)

Auditor’s Office

Registration No.

Auditor’s opinion

2008 Nachalee Boonyakarnkul Deloitte touché Tohmatsu Jaiyos Audit Co., Ltd

3126 Unqualified

2007 Nachalee Boonyakarnkul Deloitte touché Tohmatsu Jaiyos Audit Co., Ltd

3126 Unqualified

2006 Somporn Dulyawit Deloitte touché Tohmatsu Jaiyos Co., Ltd

3709 Unqualified

b. Summary of Operating Results and Financial Position

A summary of operating results and financial position for the years ended October 31, is as follows

Unit: Baht Thousand Consolidation Company 2008 2007 2006 2008 2007 2006

Cash and cash equivalents 144,328 86,309 136,666 124,337 68,835 111,220Trade account receivables 197,862 174,429 118,312 189,187 154,882 107,848Total current assets 460,156 497,749 401,776 426,696 448,284 350,961Investments in subsidiaries,

associated companies 12,263 10,952 10,268 32,051 32,051 13,565Property, plant and

equipment 108,828 109,798 109,169 97,321 91,944 91,991Total assets 597,807 626,717 527,333 567,822 576,838 460,326Trade accounts payable 130,820 178,062 107,746 131,333 159,542 99,590Total current liabilities 246,011 293,871 204,472 226,214 257,372 174,955Total liabilities 251,480 298,548 209,762 231,683 262,049 180,245Total shareholders’ equity 346,327 328,169 317,571 336,139 314,789 280,082Book value per share (Baht) 3.02 2.86 2.77 2.93 2.75 2.44




Unit: Baht Thousand

Consolidation Company 2008 2007 2006 2008 2007 2006

Revenues from the rendering of services 1,008,196 1,035,170 1,108,795 931,595 901,019 949,030

Other income 16,000 7,307 3,580 22,347 33,916 9,908Gross profit 256,219 227,817 247,327 222,023 183,073 203,944Total expenses 185,385 168,607 156,304 160,134 136,944 128,652Net income 64,484 50,138 71,254 67,351 69,207 68,041Earnings per share 0.56 0.44 0.62 0.59 0.60 0.59

Unit: Baht Thousand


Net cash provided by (used in)

Operating activities 109,779 10,570 97,549 110,386 28,889 85,600Investing activities (8,723) (21,496) (51,049) (6,262) (34,214) (35,675)Financing activities (43,037) (39,430) (41,969) (48,622) (37,059) (41,957)Cash & cash equivalents balance Increase (decrease), net 58,019 (50,357) 4,530 55,502 (42,385) 7,968As at beginning 86,309 136,666 132,135 68,835 111,220 103,252As at ending 144,328 86,309 136,666 124,337 68,835 111,220

Please see further information in the report of the independent certified public accountants and financial statements in appendix, the attachment 3.




c. Significant Financial Ratio


Liquidity Ratios Current Ratio (time) 1.87 1.69 1.96 1.89 1.74 2.01Quick Ratio (time) 1.51 1.67 1.81 1.51 1.71 1.84Cash current ratio (time) 0.59 0.29 0.57 0.55 0.27 0.52Receivable turnover (time) 5.39 6.86 9.50 5.41 6.83 9.44Collection (day) 67 53 38 67 53 38Trade payable turnover (time) 4.87 5.65 9.05 4.88 5.54 8.86Payment (day) 74 64 40 74 65 41

Profitability Ratios Gross operating profit (%) 25.41 22.01 22.31 23.83 20.32 21.49Operating profit (%) 8.61 6.43 8.53 9.04 8.88 8.98Net profit (%) 6.40 4.81 6.41 7.23 7.40 7.10Return on equity (%) 18.62 15.53 23.67 20.04 23.27 24.50

Operating Efficiency Return on assets (%) 10.53 8.69 14.90 11.77 13.35 15.97Return on fixed assets (%) 58.99 45.79 74.35 71.17 75.25 82.62Assets turnover (time) 1.67 1.81 2.33 1.67 1.80 2.25

Key Financial Indicators Total debts to equity ratio (time) 0.73 0.91 0.66 0.69 0.83 0.64Total debts to equity ratio (time) 0.02 0.01 0.02 0.02 0.01 0.02Interest coverage (time) 154.55 76.23 167.27 178.13 149.51 151.54Book value per share (Baht) 3.02 2.86 2.77 2.93 2.75 2.44Earning per share (Baht) 0.56 0.44 0.62 0.59 0.60 0.59Dividend per share (Baht) 0.38 0.30 0.37 0.38 0.30 0.37




12.2 Explanation and Analysis of Operating Results and Financial Position

Operation Overview

For the year 2008, there is another year with the outstanding Company’s performance as good business management plan. The Company has consolidated revenue Baht 1,024 million, which is down by Baht 18 million or 2% compared to last year. However, the Company has gross profit Baht 256 million with its gross profit margin at 25% higher than last year by Baht 28 million or 12%. While the selling and administrative expenses are Baht 185 million increased by Baht 17 million or 18%. As above explanation, the Company has net income of Baht 64 million, a rise of Baht 14 million or 28.61% comparing to last year.

Revenue from the Rendering of Services

2008 2007 2006 MB % MB % MB %

Trade show and exhibition 417 41 413 40 350 32 Event Marketing 171 17 156 15 286 26 Permanent Exhibition & Museum 47 5 292 28 307 27 Organizer 150 15 - - - - Others 223 23 174 17 166 15

1,008 100 1,035 100 1,109 100

- In 2008, revenues from trade show and exhibition is a main source of income or representing

41% of total revenue. Although instability of political situation is a challenge for all businesses, the Company is able to generated sales volume close to the previous year. Examples of this kind of services are the 29th Bangkok International Motor Show, National Science and Technology Fair 2008, and ITU Telecom Asia 2008.

- Revenues from event marketing increased by Baht 15 million or 10% since the Company has

arranged events in Malaysia such as Captiva Launch Campaign and Chevrolution Launching & Road show.

- The income from permanent exhibition & museums declined by almost 80% after the

completion of large projects last year. Uncertainty in political situation and financial crisis are among the factors that caused the government to slow down investments into private sectior.

- New services, such as organizing service, are the Company’s intention to generate more

income by broadening the variety of services to meet the needs of all customers. ITU Telecom Asia 2008 is one of the Company’s successes for organizing service.

- The revenue from other services increased from Baht 173 million to Baht 223 million, an

increase of 28%. Besides large tent rentals, design and installation of counters display for many retail outlets, UNCTAD XII Ghana has generated the major income for this part.




Other Income

The Company has other income Baht 16 million consisting of dividend income Baht 0.3 million, share of profit from investments using the equity method Baht 2 million, and other income Baht 13 million as commission received from contractors who serves UNCTAD XII Ghana.

Gross Profit

The Company has gross profit Baht 256 million with its gross profit margin 25% higher than last year by Baht 28 million or 12%. The increase of gross profit margin is resulted from the growth of oversea exhibition service.

Selling and Administrative Expenses

Selling and administrative expenses are Baht 185million, increased by Baht 17 million or 10%, mainly due to staff cost adjustment according to cost of living raised and reserved allowance for doubtful account.

Net Income and Earnings per Share

As above explanation, the Company has net income Baht 64 million after netting of accumulated depreciation Baht 17 million, interest expenses Baht 0.56 million, and income tax Baht 20 million. As such, the earnings per share is Baht 0.56 million.

Cash Flows

In 2008, the Company has net cash flows from operating activities of Baht 110 million, an increase of Baht 99 million compared to last year, used in investing activities Baht 9 million, and used for financing activities Baht 43 million mostly for dividend. As such, end of the year 2008 the Company has cash balance Baht 144 million of which Baht 85 million is invested in bonds.




Analysis of Financial Position

Cash and Cash Equivalents

Cash balance of Baht 14 million representing 24% of total assets is increased by Baht 58 million compared to last year due to outstanding performance. Most of cash used for working capital in order to maintain liquidity and business expansion. In addition, the Company incested in bonds for earning an interest received. At the end of year 2008, the current ratio increased and stood at 1.87 times but the quick ratio decreased and stood at 1.51 times compared to last year since the Company invested in bonds Baht 85 million.

Trade Account Receivables

At the end of year 2008, the Company has trade account receivables of Baht 198 million increased by Baht 22 million or 12%. For long outstanding balances due to receivables are from government sector, which its regulation and payment procedure takes longer period than private sector. The aging of trade account receivables as follows: 2008 2007 2006 MB % MB MB % MB

Not to due date 133.02 67.23 103.18 58.68 78.06 65.99 Within 3 months 20.85 10.54 37.47 21.31 23.23 19.63 Between 3 months to 6 months 21.60 10.92 18.83 10.71 10.67 9.02 Between 6 months to 12 months 18.34 9.27 14.72 8.37 6.31 5.33 More than 12 months 4.13 2.08 1.33 0.75 1.75 1.48 Note Receivables - 0.32 0.18 - - Less Allowance for doubtful account (0.08) (0.04) - - (1.71) (1.45)

197.86 100.00 175.85 100.00 118.31 100.00

Total Current Assets

Total current assets are Baht 460 million decreased from last year by Baht 38 million or 8% mainly as a decrease of the gross amount due from customers for contract work the Company delivered completed works to customers.

Non Current Assets

The non-current assets mainly are property, plant and equipment Baht 109 million after netting of accumulated depreciation Baht 60 million, and investments in subsidiaries and associated companies Baht 12 million.

Trade Accounts Payables

At the end of year 2008, the Company has trade account payables of Baht 131 million decreased by Baht 47 million or 26% as debts payament.




Total Liabilities

At the end of year 2008, the Company has total liabilities Baht 251 million decreased by Baht 47 million or 16% mostly from trade account payables decrease as debt payment. Total liabilities Baht 251 million are consisted of trade account payables Baht 131 million, accrued expenses Baht 34 million, the gross amount due to customers for contract work.

Shareholders’ Equity and Net Book Value

AT the end of year 2008, shareholders’ equity is Baht 346 million increased by Baht 18 million or 5% as the result from outstanding performance. In 2008, the Company paid the 2007 annual dividend (Baht 0.20 per share) and interim dividend for year 2008 (Baht 0.20 per share) totaling Baht 46 million therefore the net book value is Baht 3.02 per share.

12.3 Audit Remuneration

The audit fee for year ended October 31, 2008 is Baht 2.04 million.




13. Other Information - None -


Part III Certification of factual accuracy




Part III : Certification of factual accuracy “We have carefully reviewed the annual information disclosure format with due care and attention, as executive directors of the company or as the senior-most office-holder in accounting. We certify that the said information is complete, factual and containing no untruths or lacking in material information that should be disclosed. Further, we certify that:

1) The financial statements and related financial information are part of the annual information disclosure. The information so presented displays complete and material information related to the financial condition, operating results and cash flows of the company.

2) We are responsible to ensure that the company adopted an effective information disclosure and

that pertinent and material information of the company be disclosed correctly and completely. This also covers the supervision of the implementation of the said disclosure process.

3) We are responsible to ensure that the company implemented a good internal control system and

to supervise that the said system is adhered to. We have informed the auditors and the audit committee of our assessment of the internal control system on December 12, 2008. This covers the deficiencies and material changes to the internal control system including the misdeeds which may affect the preparation of the company’s financial report.

Therefore, as evidence that all of the documents presented are the same documents that we have certified, we have delegated Mr. Chaijit Tehasuwanarat to sign on each page of these documents on our behalf. Should Mr. Chaijit Tehasuwanarat’s signature be missing from any page, we shall consider that it is not the information that we have certified.”

Name Position Signature

Mr. Chia Song Heng Director and Chairman

Mr. Pised Chungyampin Director and Executive Chairman

Mr. Silchai Kiatpapan Director and Chief Executive Officer Authorized Person Position Signature

Mr. Chaijit Tehasuwanarat Chief Financial Officer




Certification of factual accuracy “We have reviewed the information contained in this annual report. With due care and diligence as directors of the company we have no reason to believe that the stated information is not complete or containing untruths which may falsely lead others to believing, or lacking in material information that should be disclosed. Therefore, to signify that all documents hereby presented, are the same as what we have certified we delegate Mr. Chaijit Tehasuwanarat to sign on all pages on our behalf. Should Mr. Chaijit Tehasuwanarat’s signature be missing from any page, we shall consider that it is not the information that we have certified.” Name Position signature

Mr. Chaiyod Bunyagidj

Chairman of Audit Committee and Independent Director

Mr. Sern Vithespongse Audit Committee and Independent Director

Mrs. Sasitorn Phongsathorn

Audit Committee and Independent Director

Mr. Viriya Pholpoke Director and Executive Advisor

Mr. Chung Chee Keong Director

Authorized Person Position Signature

Mr. Chaijit Tehasuwanarat Chief Financial Officer


Appendix


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.

10.

Mrs

. Sas

itorn

Ph

ongs

atho

rn

51

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elor

of S

cien

ce in

Ch

emic

al E

ngin

eer,

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alon

gkor

n U

nive

rsity

M

aste

r Deg

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in B

usin

ess

Adm

inis

trat

ion,

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re D

ame

Uni

vers

ity, C

alifo

rnia

, U.S

.A

Dire

ctor

s Ce

rtifi

catio

n Pr

ogra

m (D

CP) c

lass

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ov 1

7, 2

005

– pr

esen

t

Dec

19,

200

5 –

pres

ent

Jul 1

, 200

5 –

Dec

18,

200

5

2004

- 20

05

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it Co

mm

ittee

and

In

depe

nden

t Dire

ctor

Pr

esid

ent

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Pre

side

nt

Seni

or D

irect

or,

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orat

e Fi

nanc

e

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(Tha

iland

) Plc

. La

nd a

nd H

ouse

s Re

tail

Bank

Plc

. Bo

ok C

lub

Fina

nce

Publ

ic C

o., L

td.

Uni

ted

Adv

isor

y Se

rvic

es C

o., L

td.


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(Tha

iland

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lic C

ompa

ny L

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d

Info

rmat

ion

Dis

clos

ure

Form

(56-

1 Fo

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nded

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6

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ars

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peri

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N

ame

Age

(Yr)

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atio

n %

of s

hare

hol

din g

Peri

od

Posi

tion

Co

mpa

ny

11.

Mr.

Chok

chai

Va

tcha

rani

runk

ul

48

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elor

’s D

egre

e: P

oliti

cal

Scie

nce,

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kham

hean

g U

nive

rsity

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20

01 -

pres

ent

Seni

or E

xecu

tive

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Pr

esid

ent

Pico

(Tha

iland

) Plc

.

12.

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s Su

papo

rn

Saw

angj

itt

40

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ine

Art

s an

d A

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rt,

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alon

gkor

n U

nive

rsity

0.32

20

03 -

pres

ent

Exec

utiv

e Vi

ce P

resi

dent

Pi

co (T

haila

nd) P

lc.

13.

Mr.

Chai

jit

Teha

suw

anar

at

42

Inte

rnat

iona

l Ban

king

and

Fi

nanc

e, U

nive

rsity

of

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am, U

.K.

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Pico

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lic C

ompa

ny L

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d

Info

rmat

ion

Dis

clos

ure

Form

(56-

1 Fo

rm) f

or th

e ye

ar e

nded

Oct

ober

31,

200

8 Pa

ge 5

7

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achm

ent 2

: Det

ails

on

Dir

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rs o

f the

Com

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sidi

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d A

ssoc

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d Co

mpa

nies

N

ame

list

Pico

(Tha

iland

) Plc

.

PX S

yste

n

Co.,

Ltd.

NO

X Ba

ngko

k

Co.,

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ti D

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ns

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et Im

ages

(Tha

iland

) Co.

, Ltd

.

Ibri

x

Co.,

Ltd.

Des

ignL

ab M

ISC

Co.,

Ltd.

1.

Mr.

Chia

Son

g H

eng

X, /,

//-

- -

--

-

2.

Mr.

Pise

d Ch

ungy

ampi

n X,

/, //

-

- -

- -

-

3.

Mr.

Silc

hai K

iatp

apan

/,

//-

- -

- -

-

4.

Mis

s N

itida

Tha

mas

oont

ra (1

) -

- -

- -

- -

5.

Mr.

Chon

g M

ang

Yong

(2)

- -

- -

- -

-

6.

Mr.

Chun

g Ch

ee K

eong

(3)

/-

- -

- -

-

7.

Mr.

Viriy

a Ph

olpo

ke

/-

- -

- -

-

8.

Mr.

Chai

yod

Buny

agid

j /

- -

- -

- -

9.

Mr.

Sern

Vith

espo

ngse

/

- -

- -

- -

10.

Mrs

. Sas

itorn

Pho

ngsa

thor

n /

- -

- -

- -

11.

Mr.

Chok

chai

Vat

char

aniru

nkul

//

/ /

- /

- -

12.

Mis

s Su

papo

rn S

awan

gjitt

//

- /

/ -

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13.

Mr.

Chai

jit T

ehas

uwan

arat

//

/ /

/ -

/ -

X :

Chai

rman

/ :

Dire

ctor

// :

Exe

cutiv

e Co

mm

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(1

) M

s. N

itida

was

rem

oved

from

aut

horiz

ed d

irect

or a

t the

EG

M N

o.1/

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lutio

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eld

on N

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ber 8

, 200

8 (2

) M

r. Ch

ong

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g Yo

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sign

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om d

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n da

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r. Ch

ung

Chee

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ng b

eing

as

dire

ctor

inst

ead

of M

r. Ch

ong

Man

g Yo

ng o

n da

ted

June

6, 2

008


Report of the Independent Certified Public Accountants and

Financial Statements


REPORT OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE SHAREHOLDERS AND BOARD OF DIRECTORS PICO (THAILAND) PUBLIC COMPANY LIMITED We have audited the consolidated balance sheets of Pico (Thailand) Public Company Limited and its subsidiaries and the separate balance sheets of Pico (Thailand) Public Company Limited as at October 31, 2008 and 2007, and the related consolidated and separate statements of income, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management as to their correctness and completeness of the presentation. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the aforementioned consolidated and separate financial statements present fairly, in all material respects, the financial position of Pico (Thailand) Public Company Limited and its subsidiaries and of Pico (Thailand) Public Company Limited as at October 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in accordance with generally accepted accounting principles.

Nachalee Boonyakarnkul Certified Public Accountant (Thailand)

BANGKOK Registration No. 3126

December 12, 2008 DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD.


2008 2007 2008 2007

ASSETS

CURRENT ASSETS

Cash and cash equivalents 58,318,300 82,601,763 39,417,100 68,835,032

Cash and cash equivalents - Joint Venture 767,055 3,390,744 - -

Current investments (Note 5) 85,242,951 316,864 84,920,247 -

Trade accounts receivable, net (Note 6) 197,862,064 174,428,655 189,186,592 154,882,046

Amounts due from related parties (Note 20) 96,575 114,049 516,064 689,363

Amounts due from related parties - Joint Venture 15,557 18,439 - -

Short-term loan to a related party (Notes 7 and 20) 885,600 4,899,476 1,476,000 8,165,794

Other current assets

The gross amount due from customers

for contract work, net (Notes 8 and 20) 62,983,094 171,178,718 61,377,035 161,390,054

Bill of exchange used as collateral

- Joint Venture 1,476,000 1,476,000 - -

Others (Note 20) 52,372,415 58,472,918 49,803,174 54,321,436

Others - Joint Venture 136,650 851,524 - -

Total Current Assets 460,156,261 497,749,150 426,696,212 448,283,725

NON-CURRENT ASSETS

Investments in subsidiaries, associated companies

and Joint Venture, net (Notes 9 and 20) 12,263,206 10,952,249 32,051,047 32,051,047

Other long-term investments 3,229,025 2,866,710 - -

Property, plant and equipment, net (Note 10) 108,827,642 109,798,179 97,321,138 91,943,768

Intangible assets, net (Note 11) 4,441,258 3,628,358 4,238,630 3,433,528

Other non-current assets 8,322,193 1,722,444 7,515,400 1,126,296

Other non-current assets - Joint Venture 567,352 - - -

Total Non-Current Assets 137,650,676 128,967,940 141,126,215 128,554,639

TOTAL ASSETS 597,806,937 626,717,090 567,822,427 576,838,364

FINANCIAL STATEMENTS FINANCIAL STATEMENTS

PICO (THAILAND) PUBLIC COMPANY LIMITED AND SUBSIDIARIES

AS AT OCTOBER 31, 2008 AND 2007

CONSOLIDATED SEPARATE

BALANCE SHEETS

BAHT

Notes to the financial statements form an integral part of these statements


2008 2007 2008 2007

CURRENT LIABILITIES

Bank overdrafts and short-term loan

from financial institutions (Note 12) 7,632,327 291,773 - -

Trade accounts payable (Note 13) 130,820,106 178,062,260 131,332,689 159,541,816

Short-term loan from related parties

- Joint Venture 1,948,882 1,653,682 - -

Current portion of obligations under

hire-purchase agreements (Note 15) 2,927,877 1,760,263 2,927,877 1,760,263

Amounts due to related parties (Note 20) 21,380,866 20,643,101 21,380,866 20,646,497

Amount due to a related party - Joint Venture 422,496 422,496 - -

Other current liabilities

Accrued expenses (Note 20) 33,635,642 26,485,527 29,363,440 21,063,986

Accrued expenses - Joint Venture 88,825 37,203 - -

The gross amount due to customers

for contract work (Notes 14 and 20) 12,080,691 13,801,851 11,239,565 9,704,147

Deposits received from customers 6,189,802 23,267,303 5,676,697 22,198,852

Others 28,883,622 27,149,935 24,292,934 22,456,304

Others - Joint Venture - 295,200 - -

Total Current Liabilities 246,011,136 293,870,594 226,214,068 257,371,865

NON-CURRENT LIABILITIES

Obligations under hire-purchase agreements (Note 15) 4,158,248 4,677,579 4,158,248 4,677,579

Other non-current liabilities 1,310,674 - 1,310,674 -

Total Non-Current Liabilities 5,468,922 4,677,579 5,468,922 4,677,579

TOTAL LIABILITIES 251,480,058 298,548,173 231,682,990 262,049,444

BALANCE SHEETS (CONTINUED)

LIABILITIES AND SHAREHOLDERS’ EQUITY





BAHT


2008 2007 2008 2007

(CONTINUED)

SHAREHOLDERS’ EQUITY

SHARE CAPITAL

Registered share capital

330,000 preferred shares of Baht 1 each 330,000 330,000 330,000 330,000

114,670,000 ordinary shares of Baht 1 each 114,670,000 114,670,000 114,670,000 114,670,000

115,000,000 115,000,000 115,000,000 115,000,000

Issued and paid-up share capital

330,000 preferred shares of Baht 1 each,

fully paid 330,000 330,000 330,000 330,000

114,669,980 ordinary shares of Baht 1 each,

fully paid 114,669,980 114,669,980 114,669,980 114,669,980

114,999,980 114,999,980 114,999,980 114,999,980

ADDITIONAL PAID-IN CAPITAL

Premium on ordinary shares, net (Note 16) 101,250,000 101,250,000 101,250,000 101,250,000

LAND REVALUATION SURPLUS (Note 10) 27,917,379 27,917,379 27,917,379 27,917,379

RETAINED EARNINGS

Appropriated

Legal reserve 11,500,000 11,500,000 11,500,000 11,500,000

Unappropriated 86,010,988 67,527,391 80,472,078 59,121,561

TOTAL COMPANY SHAREHOLDERS'

EQUITY 341,678,347 323,194,750 336,139,437 314,788,920

MINORITY INTEREST 4,648,532 4,974,167 - -

TOTAL SHAREHOLDERS’ EQUITY 346,326,879 328,168,917 336,139,437 314,788,920

TOTAL LIABILITIES AND

SHAREHOLDERS’ EQUITY 597,806,937 626,717,090 567,822,427 576,838,364

BAHT



LIABILITIES AND SHAREHOLDERS’ EQUITY


BALANCE SHEETS (CONTINUED)




2008 2007 2008 2007

REVENUES

1,008,195,686 1,014,398,625 931,595,194 901,018,731

- Joint Venture - 20,771,589 - -

304,355 1,176,500 9,449,329 28,616,665

Other income (Note 20) 13,283,037 3,970,986 12,897,900 5,299,219

Other income - Joint Venture 52,120 262,361 - -

2,360,955 1,897,066 - -

Total Revenues 1,024,196,153 1,042,477,127 953,942,423 934,934,615

EXPENSES

751,976,899 793,348,798 709,572,031 717,945,346

- 14,004,468 - -

185,317,605 167,209,143 160,133,952 136,943,872

67,700 1,397,782 - -

Total Expenses 937,362,204 975,960,191 869,705,983 854,889,218

AND INCOME TAX 86,833,949 66,516,936 84,236,440 80,045,397

INTEREST EXPENSES 510,234 610,255 472,902 535,398

INTEREST EXPENSES - JOINT VENTURE 51,622 262,361 - -

INCOME TAX 19,980,875 13,754,854 16,413,029 10,302,626

INCOME TAX - JOINT VENTURE 82,594 272,824 - -

INCOME AFTER INTERST EXPENSES

AND INCOME TAX 66,208,624 51,616,642 67,350,509 69,207,373

(1,725,035) (1,479,115) - -

NET INCOME 64,483,589 50,137,527 67,350,509 69,207,373

BASIC EARNINGS PER SHARE (Note 19) BAHT 0.56 0.44 0.59 0.60

WEIGHTED AVERAGE NUMBER

OF ORDINARY SHARES SHARES 114,669,980 114,669,980 114,669,980 114,669,980

Revenues from the rendering of services (Note 20)

Revenues from the rendering of services

SEPARATE

FINANCIAL STATEMENTSFINANCIAL STATEMENTSCONSOLIDATED


STATEMENTS OF INCOME

FOR THE YEARS ENDED OCTOBER 31, 2008 AND 2007

BAHT

using the equity method

Dividend income (Note 20)


Selling and administrative expenses - Joint Venture

INCOME BEFORE INTEREST EXPENSES

NET INCOME OF MINORITY INTEREST

Selling and administrative expenses (Note 20)

Costs of the rendering of services (Note 20)

Costs of the rendering of services - Joint Venture

Share of profits from investments


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2008 2007 2008 2007

CASH FLOWS FROM OPERATING ACTIVITIES

Net income 64,483,589 50,137,527 67,350,509 69,207,373

Items to reconcile net income to net cash flows

provided by operating activities:

Depreciation and amortization of intangible assets 17,295,185 16,829,057 12,054,695 10,542,754

Doubtful accounts and bad debt 4,116,500 1,019,171 4,116,500 786,840

(Profits) losses on sale and writing off of fixed assets

and intangible assets (846,658) 422,895 (945,784) 285,393

Unrealized losses on exchange rate 1,188 88,462 1,188 88,015

Dividends received from investments

using the equity method 1,049,998 916,665 - -

Share of profits from investments

using the equity method (2,360,955) (1,897,066) - -

Losses on sale of investment in

associated company - 167,619 - 1,821,280

Net income of minority interest 1,725,035 1,479,115 - -

Income from operations before changes in

operating assets and liabilities 85,463,882 69,163,445 82,577,108 82,731,655

Operating assets (increase) decrease

Trade accounts receivable (23,540,174) (56,340,526) (34,411,310) (47,025,779)

Amounts due from related parties 17,474 156,886 173,299 (70,096)

Amounts due from related parties - Joint Venture 2,882 (18,439) - -

Inventories - 367,213 - 367,213

The gross amount due from customers for contract work 104,378,061 (88,808,664) 96,195,456 (83,305,315)

Other current assets 5,928,705 (15,218,078) 4,346,463 (10,710,924)

Other current assets - Joint Venture 714,874 9,028,818 - -

Other non-current assets (6,599,749) (262,953) (6,389,104) 283,195

Other non-current assets - Joint Venture (567,352) - - -

165,798,603 (81,932,298) 142,491,912 (57,730,051)


STATEMENTS OF CASH FLOWS


BAHT




2008 2007 2008 2007

(CONTINUED)

Operating liabilities increase (decrease)

Trade accounts payable (47,259,282) 70,240,778 (28,226,255) 59,876,137

Amounts due to related parties 733,331 8,902,354 729,935 8,905,750

Amount due to a related party - Joint Venture - (552,000) - -

Accrued expenses 7,150,115 (7,159,049) 8,299,454 (7,570,883)

Accrued expenses - Joint Venture 51,622 37,203 - -

(1,721,160) 8,318,405 1,535,418 7,882,930

Deposits received from customers (17,077,501) 15,833,630 (16,522,155) 14,148,236

Deposits received from customer - Joint Venture - (2,077,159) - -

Other current liabilities 1,087,809 3,772,079 767,361 3,376,577

Other current liabilities - Joint Venture (295,200) (4,814,310) - -

Other non-current liabilities 1,310,674 - 1,310,674 -

Net cash provided by operating activities 109,779,011 10,569,633 110,386,344 28,888,696

- 810,000 - -

- 4,920,000 - -

- (1,476,000) - -

4,899,476 155,439 6,689,794 259,065

a related company (885,600) - - -

(12,998,474) (18,690,019) (12,950,056) (12,197,536)

(1,465,933) (2,204,608) (1,466,381) (2,204,608)

2,089,395 392,970 1,464,323 236,596

Purchase of investment in subsidiaries - - - (20,436,200)

Purchase of investment in other companies (362,315) (1,656,710) - -

additional shares - (3,876,200) - -

Cash received from sale of investment in

associated company - 128,700 - 128,700

Net cash used in investing activities (8,723,451) (21,496,428) (6,262,320) (34,213,983)

STATEMENTS OF CASH FLOWS (CONTINUED)


CASH FLOWS FROM OPERATING ACTIVITIES


BAHT



Cash payment for purchase of intangible assets

- Joint Venture

Cash payment for bill of exchange used as collateral

- Joint Venture

Cash received from short-term loan to

a related company

Cash payment for short-term loan to

Cash payment for purchase of fixed assets

The gross amount due to customers for contract work

CASH FLOWS FROM INVESTING ACTIVITIES

Cash received from deposits at banks used as collateral

Cash received from deposits at banks used as collateral

Cash received from sale of fixed assets

Cash payment to minority interest on purchase of the


BAHT

2008 2007 2008 2007

CASH FLOWS FROM FINANCING ACTIVITIES

Bank overdrafts and short-term loan

from financial institutions 7,340,554 291,773 - -

Cash received from short-term loan from related parties

- Joint Venture 295,200 103,626 - -

Cash payment for obligations under

hire-purchase agreements (2,621,717) (2,575,170) (2,621,717) (2,559,347)

Increase share capital of minority shareholders - 6,040,000 - -

Dividends paid (45,999,992) (34,499,994) (45,999,992) (34,499,994)

(2,050,670) (8,790,000) - -

Net cash used in financing activities (43,036,625) (39,429,765) (48,621,709) (37,059,341)

Net increase (decrease) in cash and cash equivalents 58,018,935 (50,356,560) 55,502,315 (42,384,628)

Cash and cash equivalents balance as at beginning 86,309,371 136,665,931 68,835,032 111,219,660

Cash and cash equivalents balance

as at ending (Note 4.2) 144,328,306 86,309,371 124,337,347 68,835,032



Dividends of subsidiaries paid to minority shareholders


STATEMENTS OF CASH FLOWS (CONTINUED)




Pico (Thailand) Public Company Limited and Subsidiaries Notes to the Consolidated and Separate Financial Statements For the Years Ended October 31, 2008 and 2007 1. Operations of the Company and Subsidiaries

Pico (Thailand) Public Company Limited and subsidiaries are companies registered in Thailand. The information of business and locations of the Company and subsidiaries as at October 31, 2008 and 2007 are as follows: Number

of employee Name Registered date Business type Location* 2008 2007 Pico (Thailand) Public

Company Limited March 27, 1992 Design and fabrication of

exhibition booths for trade exhibition organizers, company showrooms and shop counters, interiors for museums, theme park and visitor centers

10 Soi Lasalle 56 Sukhumvit Rd., Kwang Bangna, Khet Bangna, Bangkok

113 112

Subsidiaries PX System Company

Limited February 23, 1995 Rental of equipment and

contractor on the trade exhibition standard booths


24 27

Nox Bangkok Company Limited *(Formerly Artcom Graphic Company Limited)

March 12, 1996 Graphic banner and inkjet printing design


- 12

Multi Designs Company Limited

April 19, 1995 Trade exhibition and interior design


12 12

The major shareholder of Pico (Thailand) Public Company Limited is Pico Art International Pte Ltd. which was incorporated in Singapore. The Company became listed on the Market for Alternative Investment on April 20, 2004. For the year ended October 31, 2008, staff costs of the Company and subsidiaries in the consolidated and the separate financial statements are approximately Baht 122.83 million and Baht 103.65 million, respectively and for the year ended October 31, 2007 the staff costs of the Company and subsidiaries in the consolidated and the separate financial statements are Baht 108.94 million and Baht 85.79 million, respectively. * On August 20, 2007, PX System Company Limited changed its address from located at number 10 to be

located at number 12, commencing on August 20, 2007 onward. * On October 27, 2008, Artcom Graphic Company Limited changed its name to Nox Bangkok Company

Limited, commencing on October 27, 2008 onward. As at October 31, 2008, Nox Bangkok Company Limited has no employee because it is under an organization restructuring plan.


2. Basis for Preparation of the Consolidated and Separate Financial Statements

2.1 The statutory financial statements are prepared in the Thai language in accordance with

accounting standards and practices generally accepted in Thailand. The financial statements are shown in accordance with the Notification of the Department of Commercial Registration (currently the Department of Business Development) dated September 14, 2001 regarding “The Brief Particulars in the Financial Statements B.E. 2544”.

2.2 The consolidated financial statements include the accounts of Pico (Thailand) Public Company

Limited, three subsidiaries and Joint Venture (applied proportionate consolidation) by eliminating significant balances and business transactions with such parties. The portions of the Company’s ownership and investment as at October 31, 2008 and 2007 are as follows:

% of ownership

Subsidiary companies

PX System Company Limited 90.00Nox Bangkok Company Limited

(Formerly Artcom Graphic Company Limited) 99.99

Multi Designs Company Limited 59.99

Joint Venture

% of proportion

Joint Venture of Ekca Thai Co., Ltd., Pico (Thailand) Pcl. and Bewcon Co., Ltd. 40.00

2.3 Accounting standards announced but not effective The Federation of Accounting Professions has issued Notifications of Federation of Accounting Professions No. 9/2550 dated May 2, 2007, No. 38/2550 dated September 21, 2007 and No. 62/2550 dated December 7, 2007 regarding the following accounting standards that were announced in the Royal Gazette, but were not in effect in 2007:

TAS 25 (Revised 2007) Cash Flow Statements TAS 29 (Revised 2007) Leases TAS 31 (Revised 2007) Inventories TAS 33 (Revised 2007) Borrowing Costs TAS 35 (Revised 2007) Presentation of Financial Statements TAS 39 (Revised 2007) Accounting Policies, Changes in Accounting Estimates and Errors TAS 41 (Revised 2007) Interim Financial Reporting TAS 43 (Revised 2007) Business Combination TAS 49 (Revised 2007) Construction Contracts TAS 51 Intangible Assets

These accounting standards will supersede previously issued accounting standards when they become effective. The Company has assessed the impact of these accounting standards, when they are effective, for financial periods beginning on or after January 1, 2008 and does not expect them to have a material effect on the financial statements.


3. Significant accounting Policies

The significant accounting policies are summarized below: 3.1 Allowance for doubtful accounts

Allowance for doubtful accounts is provided at the estimated collection losses on receivables, based on the Company’s collection experience together with a review of the financial position of each debtor.

3.2 Investments in subsidiaries, associated companies, Joint Venture and other companies Investments in subsidiaries, associated companies and Joint Venture included in the separate financial statements are accounted for by cost method. Investments in associated companies included in the consolidated financial statements are accounted for by equity method. Investments in other companies are general investments which are stated at cost. Debt securities held-to-maturity are stated at the amortized cost. The difference of net book value at the date of acquisition being over or under cost of investments has been recognized as income or expense in the statement of income. Management believes that the net book value at the acquisition date approximates to the fair value of investments.

3.3 Property, plant and equipment, net Land is stated at the appraised value. Plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed by the straight-line method, based on the estimated useful lives of the assets as follows:

Buildings and building improvement 6 - 20 years Operating equipment 2.5 - 5 years Others 3 - 5 years

Where the carrying amount of an asset is greater than its recoverable amount, it is written down immediately to its recoverable amount. The recoverable amount is the higher of the anticipated discounted cash flows from the continuing use of the assets and the amount obtainable from the sale of the assets less any costs of disposal. Increases in carrying amount arising on land revaluation are credited to land revaluation surplus in shareholders’ equity. Where the carrying amount of land is greater than the revalued amount, it is written down in the statement of income. Revaluation decreases are charged against the related revaluation surplus in respect of the same land to the extent that the decrease does not exceed the amount held in the revaluation surplus in respect of such land; decreases in excess of that amount are charged to the statement of income. The Company has a policy for revaluation of land used in operations every 5 years by the independent appraisers.

3.4 Intangible assets, net

Intangible assets, net consisting of computer software and patent are stated at cost, net of accumulated amortization. Amortization is calculated by the straight-line method, based on the estimated useful lives of the assets as 5 - 10 years.

3.5 Long-term lease a) Operating lease

Lease in which substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as operating lease. Rentals applicable to such operating leases are charged to the statement of income over the lease term.

b) Finance lease Finance lease are the leases in which substantially all the risks and rewards of ownership other than legal title are transferred to the Company. At inception, the fair value of the leased assets is recorded together with the obligations after netting deferred interest. The leased assets are depreciated using the straight-line method over their estimated useful lives. Interest, finance charge, or depreciation are recognized in the statement of income.

3.6 Foreign currency transactions Transactions denominated in foreign currencies incurred during the year are translated into Baht at the rates of exchange prevailing at the transaction dates. All balances of monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Baht at the exchange rates announced by the Bank of Thailand at that date. Gains or losses on foreign exchange arising on settlements and translation are recognized as income or expense in the statement of income as incurred.

3.7 Recognition of revenues Service income is recognized by the percentage of completion method. The percentage of completion is measured by the proportion of actual costs incurred up to the end of the year and the total anticipated cost to be incurred to completion. Revenues from organizing trade shows, exhibitions and entertainment events are recognized on opening dates of the events.

3.8 Provident fund The Company has a provident fund for those employees who have indicated their willingness to join. The contributions from the employees are deducted from their monthly salaries, with the Company matching the individuals’ contributions. The provident fund is managed by a financial institution which is authorized by the Government in accordance with the Provident Fund Act B.E. 2530 (1987). The contribution for employee provident fund is recorded as expenses when incurred.


3.4 Intangible assets, net

Intangible assets, net consisting of computer software and patent are stated at cost, net of accumulated amortization. Amortization is calculated by the straight-line method, based on the estimated useful lives of the assets as 5 - 10 years.

3.5 Long-term lease a) Operating lease

Lease in which substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as operating lease. Rentals applicable to such operating leases are charged to the statement of income over the lease term.

b) Finance lease Finance lease are the leases in which substantially all the risks and rewards of ownership other than legal title are transferred to the Company. At inception, the fair value of the leased assets is recorded together with the obligations after netting deferred interest. The leased assets are depreciated using the straight-line method over their estimated useful lives. Interest, finance charge, or depreciation are recognized in the statement of income.

3.6 Foreign currency transactions Transactions denominated in foreign currencies incurred during the year are translated into Baht at the rates of exchange prevailing at the transaction dates. All balances of monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Baht at the exchange rates announced by the Bank of Thailand at that date. Gains or losses on foreign exchange arising on settlements and translation are recognized as income or expense in the statement of income as incurred.

3.7 Recognition of revenues Service income is recognized by the percentage of completion method. The percentage of completion is measured by the proportion of actual costs incurred up to the end of the year and the total anticipated cost to be incurred to completion. Revenues from organizing trade shows, exhibitions and entertainment events are recognized on opening dates of the events.

3.8 Provident fund The Company has a provident fund for those employees who have indicated their willingness to join. The contributions from the employees are deducted from their monthly salaries, with the Company matching the individuals’ contributions. The provident fund is managed by a financial institution which is authorized by the Government in accordance with the Provident Fund Act B.E. 2530 (1987). The contribution for employee provident fund is recorded as expenses when incurred.


3.9 Income tax expense

Income tax expense, if any, is based on tax paid and accrued for the year.

3.10 Basic earnings per share Basic earnings per share are calculated by dividing net income for the year after cash dividend or dividend which has been declared for preferred shares, by the weighted average number of ordinary shares outstanding during the year.

3.11 Use of accounting estimates Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent assets and liabilities. Actual results may differ from those estimates.

4. Supplemental Disclosure of Cash Flow Information and Cash Equivalents 4.1 Cash paid for interest and income tax for the years ended October 31, are as follows:

Baht Consolidated Separate Financial Statements Financial Statements 2008 2007 2008 2007

Interest paid 510,234 610,255 472,902 535,398Income tax 26,063,007 21,397,507 22,504,714 17,693,717

4.2 Cash and cash equivalents consisting of cash in hand and all types of deposits at financial

institutions with original maturities of three months or less and excluding deposits at financial institutions used as collateral as at October 31, are as follows:

Baht Consolidated Separate Financial Statements Financial Statements 2008 2007 2008 2007Cash and deposits at financial institutions 58,318,300 82,601,763 39,417,100 68,835,032Cash and deposits at financial institutions - Joint Venture 767,055 3,390,744 - -Others (Note 5) 85,242,951 316,864 84,920,247 -

144,328,306 86,309,371 124,337,347 68,835,032


4.3 Non-cash transactions as at October 31, are as follows:

Fixed assets and intangible assets payable


Fixed assets and intangible assets payable brought forward 1,278,273 4,419,860

192,200 4,052,404

Purchases of fixed assets and intangible assets 18,380,286 19,262,040

18,755,706 12,050,940

Less Cash payments for purchases of fixed assets and intangible assets (14,464,407) (20,894,627)

(14,416,437) (14,402,144)

Purchases fixed assets by hire-purchasing agreement (3,270,000) (1,509,000)

(3,270,000) (1,509,000)

Fixed assets and intangible assets payable carried forward 1,924,152 1,278,273

1,261,469 192,200

5. Current Investments

Current investments as at October 31, consist of the following:

Baht Consolidated Separate Financial Statements Financial Statements 2008 2007 2008 2007Government bond 84,920,247 - 84,920,247 -Fixed deposits at banks - 3 months 322,704 316,864 - -

85,242,951 316,864 84,920,247 -

6. Trade Accounts Receivable, Net

Trade accounts receivable, net as at October 31, are as follows:

BahtConsolidated Separate

Financial Statements Financial Statements2008 2007 2008 2007

Trade accounts receivable, net - Related parties (Note 20) 13,608,922 8,395,854 17,543,446 5,568,609- Others 184,253,142 166,032,801 171,643,146 149,313,437

197,862,064 174,428,655 189,186,592 154,882,046


Analysis of trade accounts receivable, net aging as at October 31, are as follows:

BahtConsolidated Separate

Financial Statements Financial Statements2008 2007 2008 2007

Related parties Current 11,097,662 3,507,351 11,097,662 986,269Overdue

Within 3 months 543,127 2,676,694 4,477,651 2,370,531Between 3 and 6 months 1,489,349 2,211,809 1,489,349 2,211,809

Between 6 and 12 months 478,784 - 478,784 -

13,608,922 8,395,854 17,543,446 5,568,609

Others Current 121,923,904 99,668,353 116,259,080 86,122,486Overdue

Within 3 months 20,313,410 34,789,944 13,995,761 32,047,667Between 3 and 6 months 20,105,178 16,616,941 19,477,655 16,589,595Between 6 and 12 months 17,862,480 14,715,627 17,862,480 14,553,689More than 12 months 4,127,908 1,330,483 4,048,170 500,725

184,332,880 167,121,348 171,643,146 149,814,162Add Note receivable - 321,000 - -Less Allowance for doubtful accounts (79,738) (1,409,547) - (500,725)

184,253,142 166,032,801 171,643,146 149,313,437 The Company has not provided an allowance for doubtful accounts for the overdue related party accounts receivable as the management of the Company expects to collect in full from those receivables.

7. Short-term Loan to a Related Party Short-term loan to a related party as at October 31, consists of the following:


Short-term loan to a related party – Joint Venture 885,600 4,899,476 1,476,000 8,165,794 Related party relationship is described in Note 20. Short-term loan as at October 31, 2008 and 2007 bear interest at 3.75 % per annum.

8. The Gross Amount due from Customers for Contract Work, Net The gross amount due from customers for contract work, net as at October 31, are as follows:


Contract costs incurred and profits/losses recognized to date 80,425,824 227,606,243

78,819,765 217,681,073

Less Billing and advances from customers (13,975,167) (56,427,525) (13,975,167) (56,291,019)Less Allowance for doubtful account (3,467,563) - (3,467,563) -

62,983,094 171,178,718 61,377,035 161,390,054


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10. Property, Plant and Equipment, Net

Property, plant and equipment, net consist of the following:

BahtBalance as at Balance as at

October 31, 2007 Additions Disposals

Transfer in (out)

October 31, 2008

CONSOLIDATED FINANCIAL STATEMENTS

Cost and appraisal value: Land - at cost 15,782,621 - - - 15,782,621Land appraisal increase 27,917,379 - - - 27,917,379Land improvement 445,025 - - - 445,025Buildings & improvement 50,063,335 978,100 - 5,100,563 56,141,998Vehicles 15,470,713 3,299,000 (3,769,377) - 15,000,336Office equipment 7,172,991 769,182 (585,858) 214,289 8,570,604Computers 13,341,787 2,152,183 (3,608,210) 405,400 12,831,160Tool & machinery 11,771,011 16,500 (8,236,451) (670,800) 2,880,260Office furniture 8,062,844 1,403,082 (522,129) 312,211 9,256,008Operating equipment 18,367,098 926,193 - - 19,293,291

Total cost and appraisal value 168,394,804 10,544,240 (16,182,025) 5,361,663 168,118,682

Accumulated depreciation: Land improvement (445,024) - - - (445,024)Buildings & improvement (17,522,111) (4,406,039) - - (21,928,150)Vehicles (7,773,959) (2,782,952) 3,571,097 - (6,985,814)Office equipment (2,773,636) (1,413,661) 394,669 - (3,792,628)Computers (7,638,565) (3,151,917) 2,971,617 (349,191) (8,168,056)Tool & machinery (10,748,291) (225,404) 7,648,715 (470,065) (2,854,915)Office furniture (2,994,102) (1,426,627) 441,779 - (3,978,950)Operating equipment (8,808,937) (3,313,566) - - (12,122,503)

Total accumulated depreciation (58,704,625) (16,720,166) 15,027,877 120,874 (60,276,040)

Assets under construction 108,000 6,504,063 - (5,627,063) 985,000

Property, plant and equipment, net 109,798,179 328,137 (1,154,148) (144,526) 108,827,642

Depreciation for the years: 2008 16,720,166

2007 16,438,786

Cost of fully depreciated fixed assets still in use: 2008 Gross carrying amount 9,844,193

2008 Gross carrying amount 16,410,350

Property, Plant and Equipment, Net (Continued)



Transfer in (out)

October 31, 2008

SEPARATE FINANCIAL STATEMENTS

Cost and appraisal value: Land - at cost 15,782,621 - - - 15,782,621Land appraisal increase 27,917,379 - - - 27,917,379Land improvement 445,025 - - - 445,025Buildings & improvement 45,428,326 1,938,638 - 5,100,563 52,467,527Vehicles 15,271,713 3,299,000 (3,769,377) - 14,801,336Office equipment 4,398,326 1,764,383 (319,573) 214,289 6,057,425Computers 10,040,741 1,892,427 (2,675,904) - 9,257,264Tool & machinery 97,880 17,057 (35,648) - 79,289Office furniture 6,798,004 1,980,507 (463,229) 312,211 8,627,493Operating equipment 1,291,345 27,200 - - 1,318,545


Accumulated depreciation: Land improvement (445,024) - - - (445,024)Buildings & improvement (16,755,347) (3,757,582) - - (20,512,929)Vehicles (7,574,960) (2,782,952) 3,571,097 - (6,786,815)Office equipment (1,697,392) (968,998) 161,181 - (2,505,209)Computers (5,279,909) (2,657,966) 2,580,865 - (5,357,010)Tool & machinery (86,395) (8,436) 33,229 - (61,602)Office furniture (2,544,131) (1,316,018) 398,820 - (3,461,329)Operating equipment (1,252,434) (35,414) - - (1,287,848)

Total accumulated depreciation (35,635,592) (11,527,366) 6,745,192 - (40,417,766)


Property, plant and equipment, net 91,943,768 5,895,909 (518,539) - 97,321,138


2007 10,197,072



During the year ended October 31, 1994, land was professionally appraised and the revaluation account is shown in land revaluation surplus under shareholders’ equity. The land was re-appraised by the independent appraiser on July 31, 2000 and the decline in value of Baht 5.3 million was deducted from such revaluation surplus. On August 9, 2005, such land was re-appraised by the independent appraiser and surplus in value of Baht 18.7 million was included in such revaluation surplus.


Property, Plant and Equipment, Net (Continued)



Transfer in (out)

October 31, 2008

SEPARATE FINANCIAL STATEMENTS

Cost and appraisal value: Land - at cost 15,782,621 - - - 15,782,621Land appraisal increase 27,917,379 - - - 27,917,379Land improvement 445,025 - - - 445,025Buildings & improvement 45,428,326 1,938,638 - 5,100,563 52,467,527Vehicles 15,271,713 3,299,000 (3,769,377) - 14,801,336Office equipment 4,398,326 1,764,383 (319,573) 214,289 6,057,425Computers 10,040,741 1,892,427 (2,675,904) - 9,257,264Tool & machinery 97,880 17,057 (35,648) - 79,289Office furniture 6,798,004 1,980,507 (463,229) 312,211 8,627,493Operating equipment 1,291,345 27,200 - - 1,318,545


Accumulated depreciation: Land improvement (445,024) - - - (445,024)Buildings & improvement (16,755,347) (3,757,582) - - (20,512,929)Vehicles (7,574,960) (2,782,952) 3,571,097 - (6,786,815)Office equipment (1,697,392) (968,998) 161,181 - (2,505,209)Computers (5,279,909) (2,657,966) 2,580,865 - (5,357,010)Tool & machinery (86,395) (8,436) 33,229 - (61,602)Office furniture (2,544,131) (1,316,018) 398,820 - (3,461,329)Operating equipment (1,252,434) (35,414) - - (1,287,848)

Total accumulated depreciation (35,635,592) (11,527,366) 6,745,192 - (40,417,766)


Property, plant and equipment, net 91,943,768 5,895,909 (518,539) - 97,321,138


2007 10,197,072



During the year ended October 31, 1994, land was professionally appraised and the revaluation account is shown in land revaluation surplus under shareholders’ equity. The land was re-appraised by the independent appraiser on July 31, 2000 and the decline in value of Baht 5.3 million was deducted from such revaluation surplus. On August 9, 2005, such land was re-appraised by the independent appraiser and surplus in value of Baht 18.7 million was included in such revaluation surplus.


11. Intangible Assets, Net

Intangible assets, net as at October 31, are as follows:


Cost of intangible assets 5,657,833 4,220,450 5,266,989 3,934,558Less Accumulated amortization (1,426,377) (801,894) (1,238,161) (710,832)

4,231,456 3,418,556 4,028,828 3,223,726Intangible assets under installation 209,802 209,802 209,802 209,802

Intangible assets, net 4,441,258 3,628,358 4,238,630 3,433,528

Amortization for the years 575,019 390,271 527,329 345,682

12. Bank Overdraft and Short-term Loan from Financial Institutions

The Company and subsidiaries have unused credit facilities for bank overdraft and short-term loan as at October 31, as follows:

Baht Million Consolidated Separate Financial Statements Financial Statements

2008 195.37 190.002007 142.71 130.00

As at October 31, 2008 and 2007, such credit facilities have interest rates at minimum overdraft rate (MOR) plus 0.00% - 0.50% per annum and at minimum lender rate (MLR) less 0.00% - 2.75% per annum. In May and August 2007, the Company entered into agreements to guarantee loans of subsidiaries under overdrafts facilities from local banks totaling Baht 13 million.

13. Trade Accounts Payable Trade accounts payable as at October 31, are as follows:


Trade accounts payable - Related parties (Note 20) 10,064,364 8,421,143 17,559,158 12,361,849 - Others 81,268,919 118,671,308 75,408,000 103,299,769Accrued cost - Related parties (Note 20) 1,881,838 427,204 2,824,416 1,373,029 - Others 37,604,985 50,542,605 35,541,115 42,507,169

130,820,106 178,062,260 131,332,689 159,541,816


14. The Gross Amount due to Customers for Contract Work

The gross amount due to customers for contract work as at October 31, are as follows:


Billing and advances from customers 32,619,925 47,722,664 31,636,985 42,508,648Less Contract costs incurred and profits/losses

recognized to date (20,539,234) (33,920,813)

(20,397,420) (32,804,501)

12,080,691 13,801,851 11,239,565 9,704,147

15. Obligations under Hire-purchase Agreements

Obligations under hire-purchase agreements as at October 31, are as follows:


Obligations under hire-purchase agreements 7,911,008 7,340,767 7,911,008 7,340,767Less Deferred interest (824,883) (902,925) (824,883) (902,925)

7,086,125 6,437,842 7,086,125 6,437,842Less Obligations under hire-purchase agreements

due within one year (2,927,877) (1,760,263)

(2,927,877) (1,760,263)

4,158,248 4,677,579 4,158,248 4,677,579

16. Share Capital

The Company’s registered share capital comprised ordinary shares and preferred shares. The preferred shares have the right to receive dividends equal to ordinary shares. The dividend will be calculated from profit earned after the issuance of preferred shares. However, any profit on the appraisal of land, buildings and other assets which existed before the issuance of the preferred shares, will be allocated solely to the ordinary shares. The preferred shareholders have the right to vote in the shareholder meeting, a ten thousand preferred shares are equivalent to one voting right of a ordinary share. The preferred shares have the right to receive the proportion of their return on investments upon liquidation equal to ordinary shares. As at October 31, the premium on ordinary share capital included in the consolidated and separate financial statements, are as follows:

Baht 2008 2007

Premium on ordinary share capital 105,000,000 105,000,000Less Underwriting fee (3,750,000) (3,750,000)

101,250,000 101,250,000


17. Legal Reserve

Under the Public Companies Limited Act, the Company is required to set aside as a legal reserve at least 5% of its net income after deficit brought forward (if any) until the reserve is not less than 10% of the registered capital. Such reserve fund is not available for distribution as dividend until the Company is finally wound up.

18. Dividends Paid 18.1 The Company

On June 6, 2008, the Company’s Board of Directors’ meeting resolved to take action for an interim dividend payment of Baht 0.20 per share for the total eligible shares of 114,999,980 shares totaling Baht 23 million to the shareholders whose names were listed in the Company’s registrar book as at June 23, 2008. The Company paid such dividend on July 4, 2008. On February 15, 2008, the Company’s annual ordinary shareholders’ meeting resolved to take action for the appropriation of legal reserve of Baht 0.79 million, appropriation of dividend payment of Baht 0.20 per share from the net profit of 2007 to the shareholders whose names were listed in the Company’s registrar book as at January 29, 2008 totaling Baht 23 million. The Company paid such dividend on February 29, 2008. On June 8, 2007, the Company’s Board of Directors’ meeting resolved to take action for interim dividend payment of Baht 0.10 per share amounting to Baht 11.50 million to the shareholders whose names were listed in the Company’s registrar book as at June 25, 2007. The Company paid such dividend on July 3, 2007. On February 16, 2007, the Company’s annual ordinary shareholders’ meeting resolved to take action for the appropriation of legal reserve of Baht 3.56 million, appropriation of dividend payment of Baht 0.20 per share from the net profit of 2006 to the shareholders whose names were listed in the Company’s registrar book as at January 29, 2007 totaling Baht 23 million. The Company paid such dividend on February 28, 2007.

18.2 The subsidiaries On September 30, 2008, the Board of Directors’ meeting of PX System Company Limited passed a resolution for an interim dividend payment of Baht 40 per share for 110,000 ordinary shares totaling Baht 4.40 million. On September 1, 2008, the Board of Directors’ meeting of Multi Designs Company Limited passed a resolution for an interim dividend payment of Baht 50 per share for 40,000 ordinary shares totaling Baht 2 million. On January 31, 2008, the Board of Directors’ meeting of PX System Company Limited passed a resolution for an interim dividend payment of Baht 30 per share for 110,000 ordinary shares totaling Baht 3.30 million. On January 17, 2008, the Board of Directors’ meeting of Multi Designs Company Limited passed a resolution for an interim dividend payment of Baht 30 per share for 40,000 ordinary shares totaling Baht 1.20 million. On January 17, 2007, the Board of Directors’ meeting of Nox Bangkok Company Limited (Formerly Artcom Graphic Company Limited) passed a resolution for an interim dividend payment of Baht 1,294 per share for 10,000 ordinary shares totaling Baht 12.94 million. On January 17, 2007, the Board of Directors’ meeting of PX System Company Limited passed a resolution for an interim dividend payment of Baht 2,000 per share for 10,000 ordinary shares totaling Baht 20 million. On January 17, 2007, the Board of Directors’ meeting of Multi Designs Company Limited passed a resolution for an interim dividend payment of Baht 100 per share for 40,000 ordinary shares totaling Baht 4 million.


19. Basic Earnings per Share

The calculation of the basis earnings per share for the years ended October 31, are based on the following data:


Net income 64,483,589 50,137,527 67,350,509 69,207,373Less Dividends of preferred shares (132,000) (99,000) (132,000) (99,000)

Net income for the calculation purpose of basic earnings per share 64,351,589 50,038,527

67,218,509 69,108,373

Weighted average number of ordinary sharesShares 114,669,980 114,669,980 114,669,980 114,669,980Basic earnings per share Baht 0.56 0.44 0.59 0.60

20. Related Parties Transactions

The financial statements included certain transactions with related parties. These parties are related through common shareholdings and/or directorship. The financial statements reflect the effects of these transactions on the basis determined by the companies concerned. Significant balances with the related parties as at October 31, are as follows:

Baht Consolidated Separate Financial Statements Financial StatementsAccounts/Companies Relationship 2008 2007 2008 2007

Trade accounts receivable (Note 6)

Pico Art International Pte Ltd. Major Shareholder 3,886,601 2,829,303 3,886,601 2,584,303Indec International Pte Ltd. Same Ultimate Holding Company 92,300 - 92,300 -Pico International (M) Sdn. Bhd. Same Ultimate Holding Company 124,384 637,837 124,384 21,186Pico International Ltd. Same Ultimate Holding Company 6,870,024 - 6,870,024 -Shanghai Pico Exhibition

Services Co., Ltd. Same Ultimate Holding Company

264,306 - 264,306 -Pico International (HK) Ltd. Same Ultimate Holding Company - 1,857,764 - -Beijing Pico Exhibition Services

Co., Ltd. Same Ultimate Holding Company

- 21,980 - 21,980Pico Art Exhibit, Inc. Same Ultimate Holding Company - 123,050 - 123,050Pico IES Group Limited Same Ultimate Holding Company 1,310,215 738,300 1,310,215 738,300Pico International (B) Sdn. Bhd. Same Ultimate Holding Company 26,750 107,000 - -Pico International (UK) Ltd. Same Ultimate Holding Company 965,700 1,137,923 965,700 1,137,923World Image International Same Ultimate Holding Company 68,642 - 68,642 -PX System Company Limited Subsidiary - - 25,680 -Multi Designs Company Limited Subsidiary - - 3,935,594 -U-Rent Company Limited Associated Company - 942,697 - 941,867

13,608,922 8,395,854 17,543,446 5,568,609



Amounts due from related parties

Pico Art International Pte Ltd. Major Shareholder 55,108 55,925 55,108 55,925Pico International (Dubai) L.L.C. Same Ultimate Holding Company - 55,108 - 55,108Pico Contracts Limited Same Ultimate Holding Company 6,741 - 6,741 -PX System Company Limited Subsidiary - - 34,668 69,336Nox Bangkok Company Limited

(Formerly Artcom Graphic Company Limited)

Subsidiary

- - - 347,180Multi Designs Company Limited Subsidiary - - 384,821 158,798U-Rent Company Limited Associated Company - 3,016 - 3,016Inkjet Images (Thailand)

Company Limited

Associated Company 34,726 - 34,726 -

96,575 114,049 516,064 689,363

Short-term loan to a related party Joint Venture

Joint Venture 885,600 4,899,476 1,476,000 8,165,794

The gross amount due from customers for contract work

Pico Art International Pte Ltd. Major Shareholder - 1,455,657 - 1,455,657Pico International (HK) Ltd. Same Ultimate Holding Company - 1,600,000 - -Pico International (UK) Ltd. Same Ultimate Holding Company 53,720 89,800 53,720 89,800U-Rent Company Limited Associated Company - 23,450 - -

53,720 3,168,907 53,720 1,545,457

Other current assets

Pico Art International Pte Ltd. Major Shareholder 11,406 316,667 11,406 316,667Pico Global Services Limited Same Ultimate Holding Company 22,297 - 22,297 -Multi Designs Company Limited Subsidiary - - 615,500 -Designlab MISC Company Limited Associated Company 150,000 - 150,000 -Inkjet Images (Thailand)

Company Limited

Associated Company 142,000 - 142,000 -

325,703 316,667 941,203 316,667

Investments in subsidiaries, associated companies and Joint Venture, net

PX System Company Limited Subsidiary - - 12,750,714 12,750,714Nox Bangkok Company Limited


Subsidiary

- - 10,298,600 10,298,600Multi Designs Company Limited Subsidiary - - 2,520,000 2,520,000Inkjet Images (Thailand)

Company Limited Associated Company

5,721,083 5,166,329 3,922,033 3,922,033Designlab MISC Company Limited Associated Company 1,060,531 993,278 399,900 399,900Ibrix Company Limited Associated Company 2,103,560 1,863,143 1,999,800 1,999,800U-Rent Company Limited Associated Company 3,378,032 2,929,499 - -Joint Venture Joint Venture - - 160,000 160,000

12,263,206 10,952,249 32,051,047 32,051,047



Trade accounts payable (Note 13)

Pico Art International Pte Ltd. Major Shareholder 1,643,436 2,803,039 1,643,436 2,803,039Pico IES Group (China) Co., Ltd. Same Ultimate Holding Company 11,410 - 11,410 -Pico Global Services Limited Same Ultimate Holding Company 27,105 - 27,105 -Pico International (M) Sdn. Bhd. Same Ultimate Holding Company 912,193 343,958 912,193 343,958Pico International (HK) Ltd. Same Ultimate Holding Company - 76,257 - 76,257Intertrade Pte Ltd. Same Ultimate Holding Company - 68,246 - 68,246Pico Art Exhibit, Inc. Same Ultimate Holding Company - 1,838,025 - 1,838,025Shanghai Pico Exhibition


581,965 - 581,965 -PX System Company Limited Subsidiary - - 5,508,077 1,269,405Nox Bangkok Company Limited


Subsidiary

- - - 1,609,682Multi Designs Company Limited Subsidiary - - 2,174,775 1,932,861U-Rent Company Limited Associated Company 3,607,521 1,587,877 3,419,463 716,635Inkjet Images (Thailand)


1,664,981 9,931 1,664,981 9,931Designlab MISC Company Limited Associated Company 1,615,753 1,693,810 1,615,753 1,693,810

10,064,364 8,421,143 17,559,158 12,361,849

Accrued cost (Note 13)

Pico Chicago, Inc. Same Ultimate Holding Company - 275,100 - 275,100Shanghai Pico Exhibition


- 150,000 - 150,000Pico International (HK) Ltd. Same Ultimate Holding Company 50,000 - 50,000 -PX System Company Limited Subsidiary - - - 187,101Nox Bangkok Company Limited


Subsidiary

- - - 758,724Multi Designs Company Limited Subsidiary - - 1,082,500 -U-Rent Company Limited Associated Company 271,352 2,104 131,430 2,104Inkjet Images (Thailand)


1,560,486 - 1,560,486 -

1,881,838 427,204 2,824,416 1,373,029

Amounts due to related parties

Pico Art International Pte Ltd. Major Shareholder 21,290,861 20,557,342 21,290,861 20,557,342Pico Global Services Limited Same Ultimate Holding Company 75,560 85,759 75,560 85,759Nox Bangkok Company Limited


Subsidiary

- - - 3,396Inkjet Images (Thailand)


14,445 - 14,445 -

21,380,866 20,643,101 21,380,866 20,646,497



Accrued Expenses

Nox Bangkok Company Limited


Subsidiary

- - - 8,100Multi Designs Company Limited Subsidiary - - 50,000 120,000

- - 50,000 128,100

The gross amount due to customers for contract work

Pico Art International Pte Ltd. Major Shareholder 287,269 - 287,269 -Pico Atlanta, Inc. Same Ultimate Holding Company 278,224 - 278,224 -Pico International Ltd. Same Ultimate Holding Company 166,619 - 166,619 -

732,112 - 732,112 -

Significant business transactions with related parties for the years ended October 31, are mainly as follows:


Revenues from the rendering of services

Pico Art International Pte Ltd. Major Shareholder 3,621,440 6,519,287 3,621,440 4,069,326Pico Art Exhibit, Inc. Same Ultimate Holding Company - 115,000 - 115,000Pico International Taiwan Ltd. Same Ultimate Holding Company 437,770 - 437,770 -

Pico International Ltd. Same Ultimate Holding Company 11,753,942 1,970,482 8,009,418 1,250,006Pico International (M) Sdn. Bhd. Same Ultimate Holding Company 6,339,129 1,938,630 6,108,182 134,800Pico International (China) Limited Same Ultimate Holding Company 54,368 - 54,368 -

Pico International (Dubai) L.L.C. Same Ultimate Holding Company 2,606,735 - 2,606,735 -

Pico International (UK) Ltd. Same Ultimate Holding Company 3,871,741 - 3,871,741 -

Indec International Pte Ltd. Same Ultimate Holding Company 86,262 - 86,262 -

Pico IES Group Limited Same Ultimate Holding Company 1,803,601 690,000 1,224,500 690,000Beijing Pico Exhibition services

Co., Ltd. Same Ultimate Holding Company

- 20,542 - 20,542Shanghai Pico Exhibition

Services Co., Ltd. Same Ultimate Holding Company 247,015 - 247,015 -

World Image International Ltd. Same Ultimate Holding Company 64,151 - 64,151 -

Pico International (B) Sdn. Bhd. Same Ultimate Holding Company 25,000 100,000 - -

Pico Australia Pty Ltd. Same Ultimate Holding Company 398,878 58,879 398,878 58,879Pico Exhibition (UK) Ltd. Same Ultimate Holding Company - 1,153,279 - 1,153,279Pico International (HK) Ltd. Same Ultimate Holding Company 79,370 4,646,041 - 858,000Pico North Asia Ltd. Same Ultimate Holding Company 2,171,963 154,960 2,171,963 154,960MP International (HKG) Ltd. Same Ultimate Holding Company - 273,200 - 273,200Pico Atlanta, Inc. Same Ultimate Holding Company 293,570 - 293,570 -

PX System Company Limited Subsidiary - - 69,000 -

Multi Designs Company Limited Subsidiary - - 3,678,125 -

U-Rent Company Limited Associated Company 508,114 1,518,330 - 880,250Joint Venture Joint Venture - 7,801,446 - 13,002,410

34,363,049 26,960,076 32,943,118 22,660,652



Dividend income

PX System Company Limited Subsidiary - - 6,929,650 17,990,000Nox Bangkok Company Limited


Subsidiary

- - - 7,764,000Multi Designs Company Limited Subsidiary - - 1,919,680 2,396,000Inkjet Images (Thailand) Company

Limited Associated Company

- - 599,999 466,665

- - 9,449,329 28,616,665

Management fee (income)

PX System Company Limited Subsidiary - - 388,800 388,800Nox Bangkok Company Limited


Subsidiary

- - 54,600 218,400Multi Designs Company Limited Subsidiary - - 338,400 338,400

- - 781,800 945,600

Other income

Pico Art International Pte Ltd. Major Shareholder - 95,938 - 95,938PX System Company Limited Subsidiary - - - 398,720Nox Bangkok Company Limited


Subsidiary

- - 117,000 502,520Multi Designs Company Limited Subsidiary - - 453,600 448,050Inkjet Images (Thailand)


71,820 - 71,820 -

71,820 95,938 642,420 1,445,228

Selling of fixed assets

U-Rent Company Limited Associated Company 1,000 - 1,000 -Inkjet Images (Thailand)


749,258 - 6,596 -

750,258 - 7,596 -


Baht

Consolidated Separate Financial Statements Financial StatementsAccounts/Companies Relationship 2008 2007 2008 2007

Costs of the rendering of services

Pico Art International Pte Ltd. Major Shareholder 1,692,107 2,703,663 1,692,107 2,703,663Pico International (M) Sdn. Bhd. Same Ultimate Holding Company 1,695,915 346,209 1,695,915 346,209Pico Hanoi Ltd. Same Ultimate Holding Company 207,671 - 207,671 -Pico International (Dubai) L.L.C. Same Ultimate Holding Company 425,256 969,936 425,256 969,936Pico International (China) Limited Same Ultimate Holding Company 7,349 - 7,349 -Pico International (Egypt) Ltd. Same Ultimate Holding Company 381,940 - 381,940 -Pico Australia Pty Ltd. Same Ultimate Holding Company 1,572,899 658,096 1,572,899 658,096Pico International (HK) Ltd. Same Ultimate Holding Company 312,732 469,293 312,732 469,293Pico International Taiwan Ltd. Same Ultimate Holding Company 209,200 - 209,200 -Pico Art Exhibit, Inc. Same Ultimate Holding Company - 1,850,748 - 1,850,748Intertrade Pte Ltd. Same Ultimate Holding Company - 70,687 - 70,687GMC Hong Kong Limited Same Ultimate Holding Company - 952,579 - 952,579Pico IES Group (China) Co., Ltd. Same Ultimate Holding Company 10,359 - 10,359 -Shanghai Pico Exhibition

Services Co., Ltd. Same Ultimate Holding Company 511,610 411,380 511,610 411,380

Pico Global Services Limited Same Ultimate Holding Company 4,389 - 4,389 -Pico Chicago, Inc. Same Ultimate Holding Company 263,257 536,480 263,257 536,480PX System Company Limited Subsidiary - - 12,383,186 10,054,636Nox Bangkok Company Limited


Subsidiary

- - 2,356,067 10,639,873Multi Designs Company Limited Subsidiary - - 7,171,500 10,012,913U-Rent Company Limited Associated Company 8,674,544 9,780,614 6,989,553 8,009,364Inkjet Images (Thailand)


4,612,387 149,230 4,612,387 149,230Designlab MISC Company Limited Associated Company 14,691,340 14,212,000 14,691,340 14,212,000

35,272,955 33,110,915 55,498,717 62,047,087

Directors’ remuneration Director 5,000,000 6,000,000 5,000,000 6,000,000

Management fee (expense)

Pico Art International Pte Ltd. Major Shareholder 20,189,251 19,633,930 20,189,251 19,633,930

Dividend

Pico Art International Pte Ltd. Major Shareholder 18,400,040 12,650,010 18,400,040 12,650,010Directors Director 12,514,197 9,501,266 12,514,197 9,501,266

30,914,237 22,151,276 30,914,237 22,151,276



Other expenses

Pico Art International Pte Ltd. Major Shareholder 80,476 228,536 80,476 228,536Pico International (M) Sdn. Bhd. Same Ultimate Holding Company 369,205 4,574 369,205 4,574Pico Global Services Limited Same Ultimate Holding Company 281,631 627,969 281,631 627,969PX System Company Limited Subsidiary - - - 300,000Nox Bangkok Company Limited


Subsidiary

- - 17,455 66,813Multi Designs Company Limited Subsidiary - - 1,039,500 170,000U-Rent Company Limited Associated Company 12,500 40,525 12,500 40,525Inkjet Images (Thailand)


32,408 - 32,408 -

776,220 901,604 1,833,175 1,438,417

Purchase of fixed assets

Nox Bangkok Company Limited


Subsidiary

- - 2,250,506 -

- Service income and cost of service are determined by the Company and its related companies based

on the cost plus basis as the condition in the normal course of business.

- On November 1, 2001, the Company entered into the Management Consultant Agreements with three subsidiaries. The management fees charged to such subsidiaries are presented as follows:

Companies

Monthly Fee (Baht)

PX System Company Limited 32,400 Nox Bangkok Company Limited


18,200

Multi Designs Company Limited 28,200

Such agreements shall be in effect for a year from the date of the agreement and the two parties can renew the agreements for a successive term of 1 year. In 2004, the Company has renewed and extended such Management Consultant Agreements for 3 years.


On November 1, 2006, the Company entered into the new Management Consultant Agreements with three subsidiaries. The management fees charged to such subsidiaries are the same amount. The new agreements shall be in effect for 3 years from the date of the agreement and the two parties can renew the agreement for a successive term of 3 years. On February 27, 2008, the Company cancelled the management fees with a subsidiary because the subsidiary is under an organization restructuring plan.

- On July 10, 1992, the Company entered into the Off-shore Services agreement and Intellectual Property License agreement with Pico Art International Pte Ltd., a major shareholder. Subsequently, amendments of both agreements have been made on November 3, 2003. In consideration thereof, the Company is committed to pay fees under the new amendments at the agreed rates of the gross revenues. Both agreements shall continue for an indefinite period until terminated by the mutual agreement of the parties.

21. Share f Profits (Losses) from Investments using the Equity Method For the years ended October 31, 2008 and 2007, share of profits (losses) from investment using the equity method included in the consolidated financial statements are based on the net income (loss) of the financial statements of associated companies for the years ended October 31, 2008 and 2007. Such share of profits (losses) can be stated as percentages of the Company’s consolidated net income as follows:

% of ownership % of net income (loss) 2008 2007 2008 2007

CONSOLIDATED

Associated companies - Direct Inkjet Images (Thailand) Company Limited 22.22 22.22 1.79 1.49Bec - Tero Exhibition Company Limited - - - (0.14)Designlab MISC Company Limited 20.00 20.00 0.10 1.01Ibrix Company Limited 40.00 40.00 0.37 (0.70)

Associated company - Indirect

U-Rent Company Limited 20.25 20.25 1.39 2.12

For the years ended October 31, 2008 and 2007, share of profits (losses) from investments using the equity method of associated companies were computed from the financial statements for the years ended October 31, 2008 and 2007, which had not been audited.


22. Provident Fund

For the years ended October 31, 2008 and 2007, the Company and subsidiaries’ contributions included in services and administrative expenses in the financial statements were as follows:

Baht Consolidated Separate Financial Statements Financial Statements

2008 2,444,397 2,070,4142007 1,890,481 1,399,569

23. Disclosure of Financial Instruments

The Company and subsidiaries present and disclose financial instruments as follows: 23.1 Accounting Policies

Details of significant accounting policies are disclosed in Note 3.

23.2 Credit Risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a financial loss to the Company and subsidiaries. Concentrations of credit risk with respect to trade receivable are limited because the customers of the Company and subsidiaries are diversified. In the case of recognized financial assets in the balance sheet, the carrying amount of the assets recorded in the balance sheet represents the Company’s maximum exposure to credit risk.

23.3 Foreign Exchange Risk Foreign exchange risk arises from the change in foreign currency exchange rate to have an adverse effect on the Company and subsidiaries in the current reporting year and in future years. The Company and subsidiaries do not expect to incur material effects of foreign currency exchange rate on its financial position and results of the operations because the majority of business activities are denominated in Thai Baht.

23.4 Interest Rate Risk Interest rate risk arises from the potential for a change in interest rate to have an adverse effect on the Company and subsidiaries in the current reporting period and in future years. The Company and subsidiaries do not expect to incur material incremental effect on its interest expense since the Company has no outstanding loan balance and a subsidiary has short-term loan balance in a form of bank overdraft.


23.5 Estimated Fair Value of Financial Instruments

Thai Accounting Standard No. 48, “Financial Instruments: Disclosure and Presentation” requires certain fair value disclosures. Considerable judgment is necessarily required in estimation of fair value. Accordingly, the estimated fair value presented herein is not necessarily indicative of the amount that could be realized in a current marker exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value. The following methods and assumptions were used by the Company and subsidiaries in estimating fair values of financial instruments. Cash and cash equivalents, current investments, accounts receivable, amounts due from related companies, short-term loan to a related party, other current assets, trade accounts payable, amounts due to related companies and other current liabilities: the carrying values approximate their fair values due to the relatively short period to maturity. The current net assets value of non-listed securities based on the latest available financial statements of those companies approximate fair values. As at October 31, 2008 and 2007, the carrying values of the financial assets and liabilities which is different from the fair values are as follows:

Baht

Consolidated Separate Financial Statements Financial Statement Carrying Value Fair Value Carrying Value Fair Value 2008 2007 2008 2007 2008 2007 2008 2007

Financial liabilities

Obligation under hire-purchase agreements

7,086,125

6,437,842 6,629,029

6,587,383

7,086,125

6,437,842 6,629,009

6,587,383

Fair value is estimated using the available each year’s market rates which are approximately 3.90% - 4.25% per annum for the year ended October 31, 2008 and approximately 4.00% - 4.25% per annum for the year ended October 31, 2007.

24. Business Segment Information

Business segment information for the Company and subsidiaries are presented as follows: CONSOLIDATED FINANCIAL STATEMENTS For the year ended October 31, 2008 being as follows:

Revenue Type Exhibition

Event Marketing

Museum Exhibit

Inkjet & Graphic

Organizer Others

BahtTotal

Revenues from the rendering of services 417,239,548 171,277,183 46,667,818 402,043 149,721,632 222,887,462 1,008,195,686Dividend income - - - - - 304,355 304,355Other income - - - - - 13,283,037 13,283,037Other income - Joint Venture - - - - - 52,120 52,120Share of profits from investments using

the equity method - - - -

- 2,360,955 2,360,955

Total Revenues 417,239,548 171,277,183 46,667,818 402,043 149,721,632 238,887,929 1,024,196,153

Income before income tax 86,272,093Less Income tax (19,980,875) Income tax - Joint Venture (82,594)

66,208,624Less Minority interest in

consolidated net income

(1,725,035)

Net income 64,483,589

Inter-segment fixed assets 19,635,198 - - - - - 19,635,198

General fixed assets 149,468,484

Total fixed assets 169,103,682Less Accumulated depreciation (60,276,040)

Fixed assets, net 108,827,642General assets 488,979,295

Total Assets 597,806,937 For the year ended October 31, 2007 being as follows:


Event Marketing

Museum Exhibit

Inkjet & Graphic

Organizer Others

BahtTotal

Revenues from the rendering of services 413,106,505 155,754,566 271,122,824 20,284,107 - 154,130,623 1,014,398,625

Revenues from the rendering of services – Joint Venture - - 20,771,589 -

- - 20,771,589

Dividend income - - - - - 1,176,500 1,176,500Other income - - - - - 3,970,986 3,970,986

Other income - Joint Venture - - - - - 262,361 262,361Share of profits from investments using


- 1,897,066 1,897,066

Total Revenues 413,106,505 155,754,566 291,894,413 20,284,107 - 161,437,536 1,042,477,127




(1,479,115)


Inter-segment fixed assets 18,239,428 - - 12,206,555 - - 30,445,983




Total Assets 626,717,090


24. Business Segment Information

Business segment information for the Company and subsidiaries are presented as follows: CONSOLIDATED FINANCIAL STATEMENTS For the year ended October 31, 2008 being as follows:


Event Marketing

Museum Exhibit

Inkjet & Graphic

Organizer Others

BahtTotal

Revenues from the rendering of services 417,239,548 171,277,183 46,667,818 402,043 149,721,632 222,887,462 1,008,195,686Dividend income - - - - - 304,355 304,355Other income - - - - - 13,283,037 13,283,037Other income - Joint Venture - - - - - 52,120 52,120Share of profits from investments using


- 2,360,955 2,360,955

Total Revenues 417,239,548 171,277,183 46,667,818 402,043 149,721,632 238,887,929 1,024,196,153




(1,725,035)


Inter-segment fixed assets 19,635,198 - - - - - 19,635,198




Total Assets 597,806,937 For the year ended October 31, 2007 being as follows:


Event Marketing

Museum Exhibit

Inkjet & Graphic

Organizer Others

BahtTotal

Revenues from the rendering of services 413,106,505 155,754,566 271,122,824 20,284,107 - 154,130,623 1,014,398,625

Revenues from the rendering of services – Joint Venture - - 20,771,589 -

- - 20,771,589

Dividend income - - - - - 1,176,500 1,176,500Other income - - - - - 3,970,986 3,970,986

Other income - Joint Venture - - - - - 262,361 262,361Share of profits from investments using


- 1,897,066 1,897,066

Total Revenues 413,106,505 155,754,566 291,894,413 20,284,107 - 161,437,536 1,042,477,127




(1,479,115)


Inter-segment fixed assets 18,239,428 - - 12,206,555 - - 30,445,983






SEPARATE FINANCIAL STATEMENTS For the year ended October 31, 2008 being as follows:


Event Marketing

Museum Exhibit

Inkjet & Graphic

Organizer Others

BahtTotal

Revenues from the rendering of services 357,586,359 163,062,217 46,667,818 - 149,790,631 214,488,169 931,595,194Dividend income - - - - - 9,449,329 9,449,329Other income - - - - - 12,897,900 12,897,900

Total Revenues 357,586,359 163,062,217 46,667,818 - 149,790,631 236,835,398 953,942,423

Income before income tax 83,763,538Less Income tax (16,413,029)


Inter-segment fixed assets - - - - - - -





For the year ended October 31, 2007 being as follows:


Event Marketing

Museum Exhibit

Inkjet & Graphic

Organizer Others

BahtTotal

Revenues from the rendering of services 365,813,164 142,534,797 276,323,788 - - 116,346,982 901,018,731Dividend income - - - - - 28,616,665 28,616,665Other income - - - - - 5,299,219 5,299,219

Total Revenues 365,813,164 142,534,797 276,323,788 - - 150,262,866 934,934,615

Income before income tax 79,509,999Less Income tax (10,302,626)


Inter-segment fixed assets - - - - - - -





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26. Guarantees

As at October 31, 2008 and 2007, the Company and subsidiaries have bank letters of guarantee as required by the contracts with customers amounting to approximately Baht 41.02 million and Baht 61.21 million, respectively.

27. Corporate Tax According to the Royal Decree No. 475 B.E. 2551 issued under the Revenue Code regarding the corporate income tax rate deduction effective on August 7, 2008, the corporate income tax for companies listed on the Market for Alternative Investment has been reduced from 30% to 20% of net profit which does not exceed Baht 20 million consecutive years for the accounting periods beginning on or after January 1, 2008. However, such change does not have impact to the financial statements due to the Company has register on the Market for Alternative Investment before December 31, 2005. The Company has received the privileges of deduction of corporate income tax rate of 20% of total net profit for 5 accounting periods, starting from April 20, 2004.

28. Significant Agreement 28.1 On August 25, 2004, the Company entered into a Joint Venture Agreement with Ekca Thai Co.,

Ltd. and Bewcon Co., Ltd. The objective of which is to construct building and design exhibition. The investment portion of Ekca Thai Co., Ltd, Pico (Thailand) Public Company Limited and Bewcon Co., Ltd is 4 : 4 : 2. The operating income or loss from the Joint Venture will be transferred to each party at such portion.

28.2 As at October 31, 2008 and 2007, the Joint Venture has pledged a letter of guarantee issued by a

bank of Baht 12.3 million for performance guarantee and another letter of guarantee of Baht 24.6 million for cash advance received from customer. Such letters are secured by a transfer of the right to receive money on contract work to the bank. As at October 31, 2008 and 2007, the Joint Venture has pledged bill of exchange of Baht 3.69 million, with the bank.

28.3 On March 3, 2006, the Company entered into a Consortium Agreement with Story! Inc (NZ) Ltd.

The objective of the Consortium is to construct building and design exhibition. The responsible portions of the Company and Story! Inc (NZ) Ltd. are 90% and 10% of contract work.

29. Commitments and Contingent Liabilities

29.1 As at October 31, 2008 and 2007, the Company had capital commitments to pay construction in

progress and purchase of computer software in the total amount of approximately Baht 0.28 million and Baht 0.15 million, respectively.

29.2 As at October 31, 2008 and 2007, the Company and a subsidiary had commitments to pay the

rental according to agreements in the total amount of approximately Baht 7.44 million and Baht 3.42 million, respectively.

29.3 Since June 2008, the Company has been a defendant in litigation in the Labor Court. The case is

still before the court, the Company has not recorded a provision in the financial statements for the year ended October 31, 2008.


30. Subsequent Events after Balance Sheet Date

On December 12, 2008, the Company’s Board of Directors’ meeting resolved to take action for an interim dividend payment of Baht 0.18 per share for the total eligible shares of 114,999,980 shares totaling Baht 20.7 million to the shareholders whose names were listed in the Company’s register book as at December 29, 2008. The Company will pay such dividend on January 9, 2009.

31. Approval for Issuing of Financial Statements These financial statements have been approved for issuing by the Company’s Board of Directors on December 12, 2008.

Principal Offices

AtlantaPico Atlanta, Inc. 5361 Royal Woods ParkwayTucker, GA 30084, USATel 1 - 770 - 414 1114Fax 1 - 770 - 414 [email protected] Person: Mr. Paul Mullen

ColomboIntertrade Lanka Management (Private) LimitedSri Lanka Exhibition and Convention Centre,12 D.R. Wijewardena Mawatha, Colombo 10, Sri LankaTel 94 - 11 – 234 3239-41 / 234 2903-5 Fax 94 - 11 – 234 [email protected] Person: Ms. Shanti Outschoorn

Kuala LumpurPico International (M) Sdn BhdWisma Pico, 19-20 Jalan Tembaga SD5/2Bandar Sri Damansara52200 Kuala Lumpur, MalaysiaTel 60 - 3 – 6275 5990Fax 60 - 3 – 6275 [email protected] Person: Mr. Peter Teh

ShanghaiShanghai Pico Exhibition Services Co., Ltd.Pico Building, 118 Chen An RoadMalu Town, Jiading DistrictShanghai 201801, ChinaTel 86 - 21 – 5910 0990Fax 86 - 21 – 5910 [email protected] Person: Ms. Florence Tan

BahrainPico International (Bahrain) S.P.C.No 1 Manama CentreGovernment AvenueManama Town 316Kingdom of BahrainTel 973 – 17 - 218898Fax 973 – 17 - [email protected] Person: Mr. Miswadi Siskandarl

Doha Pico International (Qatar) W.L.L.No. 88 ASCO Compound,C-Ring Road, New Salata,P.O. Box 24403, Doha,State of QatarTel 974 – 467 7988Fax 974 – 467 [email protected] Contact Person: Mr Peter Sng

KuwaitPico International (Kuwait) K.S.C.c/o Kuwait International Fair GroundP.O.Box 656 Safat13007 KuwaitTel 965 – 5386907 / 5392459Fax 965 – [email protected] Person: Mr. Joseph Quek

Shenzhen Shenzhen Pico Exhibition Services Co., Ltd.Room 1010 – 1012Excellence Times Square Building4068 Yitian Road, Futian District Shenzhen 518048, ChinaTel 86 - 755 – 8290 0540Fax 86 - 755 – 8295 [email protected] Person: Ms. Rita Lui

BangkokPico (Thailand) Public Co., Ltd.10 Soi Lasalle 56Bangna Sub-districtBangna DistrictBangkok 10260ThailandTel 66 - 2 - 748 7007 Fax 66 - 2 - 748 7589/[email protected] Person: Mr. Silchai Kiatpapan

DongguanDongguan Pico Exhibition Services Co., Ltd.1st Road, Reservoir Industrial DistrictDuan Jing Tou, Feng Gang, Dong Guan, Guang Dong Province, China Tel 86 - 769 - 8777 4471Fax 86 - 769 - 8777 [email protected] Person: Mr. Chan Nga Man

LondonPico International (UK) LtdOne Victoria VillasRichmond, Surrey TW9 2GWUnited KingdomTel 44 - (0)20 - 8948 6211Fax 44 - (0)20 - 8948 [email protected] Contact Person: Mr. Daren Chia

SingaporePico Art International Pte LtdPico Creative Centre20 Kallang AvenueSingapore 339411Tel 65 – 6294 0100Fax 65 – 6291 [email protected] Person: Ms. Jean Chia

BeijingBeijing Pico Exhibition Services Co., Ltd.Pico Centre, 8 Li Shui Qiao BeiChaoyang DistrictBeijing 102218, ChinaTel 86 - 10 - 8482 3991Fax 86 - 10 - 6491 [email protected] Person: Mr. Dexter Ho / Victor Leung/Lim Chiew Wee

DubaiPico International (Dubai) L.L.C.Office No. 520, Building 85th Floor Dubai Media CityP.O. Box 37679Dubai, United Arab EmiratesTel 971 - 4 - 339 3188Fax 971 - 4 - 339 [email protected] Person: Mr. Peter Sng

Los AngelesPico Art Exhibit Inc.20910 Normandie Ave.Unit #D, TorranceCA 90502, USATel 1 - 310 - 328 6990Fax 1 - 310 – 328 [email protected] Person: Mr. Jolly Chang/Tom Acker

SydneyPico Australia Pty Limited - SydneySuite 1.08, 46-50 Kent RoadMascot NSW 2020AustraliaTel 61 – 2 – 8338 0866Fax 61 - 2 – 8338 0855 [email protected] Person: Mr. Anthony Tan

BruneiPico International (B) Sdn BhdUnit 1, Level 3 Bangunan Dar Takaful IBB Utama Jalan Pemancha, BS 8711 Bandar Seri Begawan Negara Brunei DarussalamTel 673 - 2236 - 777Fax 673 - 2232 - 320 [email protected] Contact Person: Mr. Peter Ng

GuangzhouGuangzhou Pico Exhibition Services Co., Ltd.Room 701-2, Dongshan Plaza, 69 Xian Lie Road Central,Guangzhou 510095, ChinaTel 86 - 20 – 8732 2990Fax 86 - 20 – 8732 [email protected] Person: Mr. Larry Kwan

MacauPico International (Macao) Limited7/F, Flat D, Av. Da Amizade, No. 918World Trade Center BuildingMacauTel 853 – 2872 7990Fax 853 – 2872 [email protected] Person: Mr. John Yung

TaipeiPico International Taiwan Limited3/F, No. 343, Nanking East RoadSection 5, Taipei, TaiwanTel 886 - 2 - 2753 5990Fax 886 - 2 - 2766 [email protected] Person: Ms. Florence Tan/ Ms. Anna Hsiao

CairoPico International (Egypt) Limited18, Al Lowaa Mahmoud Samy Street, 3/F.Nasr City, Cairo, EgyptP.O. Box: 11671, EgyptTel 20 - 2 – 671 7804Fax 20 - 2 – 671 [email protected] Contact Person: Mr. Taha Youssef

HanoiPico Hanoi Limited2/F., 561 Kim Ma Street,Ba Dinh District,Hanoi, VietnamTel 84 - 4 – 7711 389Fax 84 - 4 – 7711 [email protected] Person: Mr. David Yeap

MelbournePico Australia Pty LimitedLevel 2, 19-23 Prospect StreetBox Hill VIC 3128AustraliaTel 61 – 3 – 9897 3500Fax 61 - 3 – 9897 3700 [email protected] Person: Mr. Anthony Tan

TokyoPico International LimitedIwasei Nihombashi Bldg. 6F6-5 Nihombashi OdenmachoChuo-ku, Tokyo 103-0011, JapanTel 81 - 3 – 3808 0891Fax 81 - 3 – 3808 [email protected] Person: Mr. Tsunemichi Yui

Chicago Pico Chicago, Inc.120 West Center CourtSchaumburgIL 60195, USATel 1 – 847 – 241 - 1905Fax 1 – 847 – 740 - [email protected] Person: Mr. Jim Winski

Ho Chi Minh City Pico Hochiminh City Limited446 Hoang Van Thu Street, 1st FloorTan Binh DistrictHo Chi Minh CityVietnam Tel 84 – 8 – 948 5060Fax 84 – 8 – 948 [email protected] Person: Mr. Steve Lim

New DelhiPico International Exhibition Pvt LimitedPico Bhawan, A-27/15Khanpur ExtensionNew Delhi 110062, IndiaTel 91 - 11 –2609 7063-64 /

91 – 11 - 3294 8444-5 Fax 91 - 11 – 2609 [email protected] Person: Mr. Edwin Ng

Chongqing Chongqing Pico Exhibition Services Co., Ltd.9-2, Tower B, Times Square ApartmentNo. 1 Young Road, Yuzhong DistrictChongqing 400010, ChinaTel 86 - 23 - 6371 0990Fax 86 - 23 - 6371 [email protected] Person: Ms. Tina Pan

Hong KongPico International (HK) LimitedPico House, 4 Dai Fu Street,Tai Po Industrial Estate, N.T.,Hong Kong, ChinaTel 852 – 2665 0990Fax 852 – 2664 [email protected] Contact Person: Mr. Steven Fang / Ms. Anne Li

Paris Pico International (France) Ltd11 rue de la Barre92880 Enghien Les Bains, France Tel 33 - 1 – 4649 8000Fax 33 - 1 – 5683 [email protected] Contact Person: Mr. Marc Tronson

ChengduChengdu Pico Exhibition Services Co., Ltd.Room 1703, Tower ATimes Plaza, No.2 Zongfu RoadJinjiang District, Chengdu 610016, ChinaTel 86 - 28 – 8672 7990Fax 86 - 28 – 8672 [email protected] Person: Ms. Allen Li

JiangmenDongguan Pico Exhibition Services Co., Ltd. – Jiangmen BranchWusha Wudong Industrial ZoneLile JianHaiQu JiangmenGuangdong, ChinaTel 86 - 750- 3630221Fax 86 - 750- [email protected] Person: Mr. Anthony To

SeoulPico North Asia Limited4F Sang Won Building165-11, Samsung-dongKangnam-kuSeoul 135-090, Korea Tel 82 - 2 – 558 3240Fax 82 - 2 – 561 [email protected] Person: Mr Hyeon Kim

Pico Group International Network

Pico (Thailand) Public Company Limited.10 Soi Lasalle 56, Sukhumvit Road, Bangna, Bangna, Bangkok 10260, Thailand

Tel : (66-2) 748-7007 Fax : (66-2) 745-8521 ,745-8522www.picothai.com

Annual Report 2008Pico (Thailand) Public Company Limited.

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