17 November 2011

SET advises MCOT's Board of Directors to be careful in holding EGM

Investor reminding/Information analysis Subject : SET advises MCOT's Board of Directors to be careful in holding EGM Company name : MCOT PUBLIC COMPANY LIMITED (MCOT) Remark : SET advises to the Board of Directors of MCOT that they shall carefully consider on the Extraordinary General Meeting of the Shareholders for the benefit of its shareholders On November 1, 2011, the Board of Directors (BoD)'s Meeting of MCOT Public Company Limited (MCOT) resolved to convene the Extraordinary General Meeting (EGM) of the Shareholders as requested by the shareholder on November 25, 2011. On November 14, 2011, MCOT's BoD has later resolved to approve the postponement of the mentioned EGM of Shareholders from November 25, 2011 to December 9, 2011. In this regard, the venue, time and meeting agendas remain unchanged. Due to the current flooding situation, MCOT's BoD concerned that the delivery of the notice of the meeting to the shareholders might be delayed. Besides, the meeting venue is located in the area at risk of flooding. The postponement of the EGM will enable the shareholders to have a sufficient time to consider the notice and be able to attend the meeting. (Details in the company's news on SET's disclosure system on November 15, 2011) This EGM has been requested by the shareholder who exercises the right under Section 100 of the Public Limited Company Act B.E. 2535 stipulating that the BoD shall proceed to call a meeting of shareholders to be held within one month as from the date the request is received from the shareholder. The shareholder requests to have important agendas for the management of the company including the removal of every member of the Board in which the BoD may have conflict of interest with such agenda. Moreover, the SET receives a complaint from the shareholder who requests the EGM, stating that there is no reasonable ground under the law to postpone the EGM, and the postponement may incur damage to shareholders. Hence, such shareholder insists that MCOT has to hold the EGM in accordance with the previous schedule which is on November 25, 2011,in order to consider the company's performance under the governance of the existing BoD, and the appropriateness of the existing BoD to hold the position. This is to prevent any action that may significantly affect the company's financial status and performance. Therefore, the SET advises MCOT's BoD to urge the shareholders' meeting in order to comply with the related laws. Any consideration or changes of the meeting should be performed with impartiality, preserving the shareholders' benefit and maintaining good corporate governance of listed companies. The SET suggests shareholders and general investors to study and closely monitor the company's disclosed information in order to make investment decision and exercise the shareholder's right. ______________________________________________________________________