Ref: MCOT/ 6104 (1) /842 March 23 2005 The Stock Exchange of Thailand Attn: The President Re: Resolutions of the Board of Directors Meeting No. 3/2005 MCOT Public Company Limited Dear Sir: We MCOT Public Company Limited have organised a meeting of the Board of Directors No. 2/2005 on 23 March 2005 at 2.00 p.m. at the 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. The Meeting approved the calling of the Annual General Meeting of Shareholders No.2 /2005 on 26 April 2005 at 1.30 p.m. at the Studio 5 MCOT Broadcasting Operations Building to consider the following agenda: 1) Report from the Chairman 2) certify the minutes of previous Annual General Meeting of Shareholders No. 1/2005 held on 14 January 2005. 3) To acknowledge the Company s operating results in 2004 (the period between 1 October and 31 December 2004) 4) To consider for approval of the balance sheet and the statement of profit and loss for the fourth quarter of the year 2004. 5) To consider the allocation of the annual net profit and the payment of dividends. 6) To acknowledge the directors retirement by rotation and consider the appointment of replacement directors 7) To consider the determination of remunerations of members of the Board of Directors. 8) To acknowledge the appointment of the auditor and the determination of audit fees for the year 2005. 9) To acknowledge the execution of the amendment to Article 14 of the Company s Articles of Association. 10) To consider other matters (if any) 2. The Meeting certified the minutes of previous Annual General Meeting of Shareholders No.1/2005 held on 14 January 2005. 3. The Meeting acknowledged the Company s operating results in 2004 (the period between 1 October and 31 December 2004). 4. The Meeting approved the allocation of the annual net profit to the legal reserve fund and the payment of dividends as follows: 4.1 The allocation of five (5) percent of the Company s annual net profit, equivalent to Baht 7,927,433, to the legal reserve fund. 4.2 The payment of a Baht 0.09-per-share dividend to shareholders to be made on 12 May 2005. 5. The Meeting acknowledged the directors retirement by rotation and the appointment of replacement directors. Pursuant to the Articles of Association of the Company the directors who retired by rotation at the Meeting are as follows: 1) Pol. Gen. Somchai Prabhasabhakdi 2) Mr. Prakit Prachonpachanuk 3) Mrs. Prisna Pongtadsirikul 4) Mr. Somkiat Wanthana A list of persons qualified for nomination as replacement directors will be submitted by Nomination Committee as stated in the agenda of the Annual General Meeting of Shareholders No. 2 /2005. 6. The Meeting approved the remunerations of members of the Board of Directors as follows: 6.1 Bonus of directors 17 August - 30 September 2004 Baht 11,500 per person with a 25-per-cent additional bonus for Chairman 6.2 Bonus of directors 1 October - 31 December 2004 Baht 8,472.81 per person with a 25-per-cent additional bonus for Chairman 6.3 Remunerations and meeting perdiem (Baht /per person) Monthly Remunerations + Meeting Perdiem (Only for persons attending the meeting) Auditing Committee 10,000 5,000 Nomination Committee - 10,000 Remuneration Committee - 10,000 Corporate Relations Committee - 10,000 Other Sub-committees - 10,000 (In the event that any subcommittees members attend more than one meetings in one month they will be able to receive only one meeting perdiem.) Chairman and Vice Chairman will receive a 25-per-cent and 12.5-per-cent additional amount of meeting perdiem respectively. 7. The Meeting acknowledged the appointment of the OAG as the Company s auditor and the determination of audit fees for the year 2005 within the amount of Baht 1.5 million. 8. The Meeting acknowledged the execution of the amendment to Article 14 of the Company s Articles of Association. Such amenment has been registered on 4 February 2005 with Department of Business Development Ministry of Commerce. 9. The Meeting approved the determination of the date of cessation of the Company share transfer resignation in order to determine a list of shareholders who will be entitled to attend the Annual General Meeting of Shareholders No.2 /2005 and to receive the dividend on 7 April 2005 at 12.00 a.m. until such meeting is adjourned. Sincerely yours (Mr. Thanachai Wongthongsri) Chief Corporate Law Department MCOT Public Company Limited