Resolutions of the BOD' Extraordinary Meeting NO.4/2004 MCOT

Ref MCOT/ 6104 1 /790 December 8 2004 The Stock Exchange of Thailand AttnThe President Re Resolutions of the Board of Directors Extraordinary Meeting No 4/2004 MCOT Public Company Limited Dear Sir We MCOT Public Company Limited have organised an extraordinary meeting of the Board of Directors No 4/2004 on December 8 2004 at 15 30 pm at Meeting Room 6th Floor MCOT Broadcasting Operations Building 63/1 Rama IX Road Huay Kwang Sub District Huay Kwang District Bangkok 10310 The Meeting has resolved the following material matters 1 Approving the calling of the Ordinary Meeting of Shareholders No 1/2005 The Board has approved to organize the Ordinary Meeting of Shareholders No 1/2005 on January 14 2005 at 1 30 pm at Studio 5 MCOT Broadcasting Operations Building to consider the following agenda 1) To acknowledge the Company s operational result in 2004 2) To consider for approval of a balance sheet and a statement of profit and loss for the period ended 30 September 2004 3) To consider the allocation of an annual net profit and the payment of dividends for 2004 4) To acknowledge the resignation on rotation of the Company s Directors and consider the election of new Directors 5) To consider for approval of the determination of remuneration of the Company s Directors for 2005 6) To consider for approval of the appointment of the Company s auditor and the determination of an auditor fee 7) To consider for approval of the amendment to Article 14 8) To consider other matters (if any) 2 Approving the allocation of an annual net profit and the payment of dividends for 2004 The Board has approved the allocation of an annual net profit for a legal reserve fund and the payment of dividends for 2004 as follows 1) Approved the allocation of 5% of the net profit or Bht 6 905 000 for a legal reserve fund, resulting in an increase in the amount of the Company s legal reserve fund to Bht 306 905 000 2) Approved the payment of a 50 stang-per-share dividend to shareholders 3 Approving the determination of remuneration of the Company s Directors for 2005 The Board has approved the determination of remuneration of the Company s Directors for 2005 within a budget of Bht11 475 000 as proposed by the Remuneration Committee 4 Approving the appointment of the Company s auditor and auditor fee The Board has approved the appointment of the Office of the Auditor General of Thailand (OAG) as the Company s auditor and the determination of an auditor fee as proposed by OAG as follows - The auditor fee for the period from October to December 2004 is within a budget of Bht 4 000 000 - The annual auditor fee for 2005 is within a budget of Bht15 000 000 5 Approving the amendment to Article 14 The Board has approved the amendment to Article 14 by deleting the following statement in the first paragraph where such transfer of shares would cause the Company to lose the rights and benefits, which the Company should receive under the laws and the following statement in paragraph 2 would cause the Company to lose rights and benefits, which the Company should receive under the laws Amended Article Article 14 The Company s shares may be transferred without any restriction except where such transfer of shares would cause the aggregate number of the Company s shares which are held by foreigners to exceed fifteen per cent of the total shares of the Company The Company shall entitled to deny any transfer of shares which would cause the aggregate number of the Company s shares which are held by foreigners to exceed to ratio prescribed in the preceding paragraph For the purpose of this Article foreigner shall have the meaning as provided in the law on foreign business The transfer of shares shall be valid upon the transferor endorsing the share certificate with the name of the transferee and the signature of both the transferor and the transferee and delivering such share certificate to the transferee Such transfer of shares may be set up against the Company upon the receipt by the Company of the request to register such transfer of shares and may be set up against third parties upon the entry of such transfer by the Company in the register When the Company finds that the transfer of shares is in compliance with the laws and the Company s Articles of Association the Company shall register such transfer of shares within fourteen days from the date of receiving the request to register the transfer of shares If the Company finds that the transfer of shares is in correct or invalid, the Company shall notify the applicant accordingly within seven days from the date the request to register the transfer of shares is submitted to the Company In case the Company s shares are listed securities on the Stock Exchange of Thailand the transfer of shares shall be in compliance with the law on securities and exchange In case the share transferee wishes to obtain a new share certificate, a request in writing signed by the share transferee, whose signature must be verified by at least one witness shall be submitted to the Company together with the surrendering of the original share certificate or evidence proving that the share transferee is entitled to the shares to the Company If the Company finds that such transfer of shares is correct according to the laws the Company shall register the transfer of shares within seven days from the date of receiving of the request and issue a new share certificate within one month from the date thereof 6 Approving the cessation date of the Company share transfer resignation in order to determine a list of shareholders who will be entitled to attend the Ordinary Meeting of Shareholders No 1 /2005 and receive dividends The Board has approved a schedule of the said cessation period for the Ordinary Meeting of Shareholders No 1/2005 from 12 00 am of December 27 2004 until the Shareholder Meeting is adjourned 7 Approving the resignation on rotation of the Companys Directors and appointment of replacement Directors The Board has approved the resignation on rotation of the following members of the Board of Directors 1 Mr PawichThongroj 2 Mr PravitNinsuvannakul 3 Mr TawilPungma 4 Mrs OrnanongManeekan A list of persons qualified for the nomination as new Directors will be submitted by Nomination Committee in the Ordinary Meeting of Shareholders No1/2005 Sincerely yours Mr Thanachai Wongthongsri Chief Corporate Law Department MCOT Public Company Limited 1 2