Ref: MCOT/6104 (1) / January 14, 2005 The Stock Exchange of Thailand Attn: The President Re: Resolutions of the Ordinary Meeting of Shareholders No. 1/2005 MCOT Public Company Limited Dear Sir: We, MCOT Public Company Limited, have organised the Ordinary Meeting of Shareholders No.1/2005 on January 14, 2005 at the Studio 5, MCOT Broadcasting Operations Building, 63/1 Rama IX Road, Huay Kwang Subdistrict, Huay Kwang District, Bangkok 10310. The Meeting was convened to consider the following agenda: 1. The Meeting acknowledged the Company s operational result in 2004. 2. The Meeting approved the Company s Balance Sheet and Statement of profit and loss for the period ended 30 September 2004. 3. The Meeting approved the appropriation of the Company s annual net profit and the payment of dividends for the year 2004, as described below. 3.1 The appropriation of five (5) percent of the Company s annual net profit,equivalent to Baht 6, 905,751.35 million, to the legal reserve fund. 3.2 The payment of a Baht 0.50-per-share dividend to shareholders to be made on 25 January 2005. 4. The Meeting acknowledge the resignation in rotation and reappointment of the following Directors. 1) Mr. Pawich Thongroj 2) Mr. Pravit Ninsuvannakul 3) Mr. Tawil Pungma 4) Mrs. Ornanong Maneekan 5. The Meeting approved the remuneration of the Company s Directors within an amount of Baht 4,207,500. . 6. The Meeting approved the appointment of the Office of the Auditor General as the Company s auditor. The following audit fee will apply. 1. Audit fee for the period between October - December 2004 is at Baht 0.4 million. 2. Audit fee for the year 2005 (January - December) is at Baht 1.5 million. 7. The Meeting approved the amendment to Article 14 of the Company s Articles of Association by deleting from the first paragraph the phrase where such transfer of shares would cause the Company to lose the rights and benefits, which the Company should receive under the laws and from paragraph 2 the phrase, 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 (15) 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 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 (14) 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 (7) days from the date the request to register the transfer of shares is submitted to the Company. In case that 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 that 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 (1) 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 (7) days from the date of receiving of the request and issue a new share certificate within one (1) month from the date thereof. Sincerely yours, (Mr. Thanachai Wongthongsri) Chief, Corporate Law Department MCOT Public Company Limited