The issue will be asked for approval in the shareholder's meeting held after this Public Offering. The dividend will be distributed to shareholders eligible to receive dividend at that time. The Revenue Department's Letter No. Gor Kor 0706/3154 dated 29 March 2004 has laid down the guideline that in the case of a company incorporated by the Corporatization of a state enterprise into a company according to the State Enterprise Corporatization Act is paying dividend from profits transferred from the previous state enterprise entity, shareholders receiving such dividend will not be able to enjoy tax credit pursuant to Section 47 bis of the Revenue Code. As a result, if the Company distributes dividends out of its net profit transferred from the Mass Communication Organization of Thailand which have not gone through the tax payment system, the recipient of dividends coming from such sources will not qualify for tax credit, pursuant to Section 47 bis of the Revenue Code. B.O.I. Certificates - None - No. of Shareholders As of 15 November 2004 No. of shareholders No. of shares % of paid-up capital 1. Strategic shareholders 1.1 Government, state-owned enterprises or public 1 531,000,000 77.28% sector agencies 1.2 Directors, manager, and executive management 7 703,556 0.10% including related persons and associated persons 1.3 Shareholders who have a holding of above 5% - - - including related persons 1.4 Shareholders who enter into agreement not to sell 1,078 16,395,654 2.39% their stocks within a specified period 2. Non-Strategic shareholders hold > 1 trading unit 41,181 139,000,000 20.23% 3. Non-Strategic shareholders hold < 1 trading unit - - - Total Shareholders 42,267 687,099,210 100.00% Major Shareholders As of 11 November 2004 Name (No. of shares) (% of paid-up capital) 1. Ministry of Finance 531,000,000* 77.28 Total 531,000,000 77.28 * Excluding 18,000,000 over-allotment shares borrowed by the Over-allotment Agent to deliver to persons whom are allotted the over-allotment shares and will procure the shares within a period of 27 days from the commencement of trading of the Company's shares on the SET Foreign Shareholders As of 11 November 2004 No. of 56 foreign shareholders Total no. of 39,431,000 share held or 5.74% of paid-up capital Note : The company has a limitation on the percentage of equity shares held by foreign shareholders stated in Article 14 of the Article of Association that "The Company's shares can be transferred without restriction, except where the transfer of the Company's shares would cause foreigners to hold shares in the Company in excess of 15 per cent of the total outstanding shares. The Company may refuse to register any share transfer if such transfer may cause foreigners to hold shares in the Company in excess to the amount aforementioned." Board of Directors Name Position Date of Holding Position 1. Mr. Rewat Chamchalerm Chairman 17 August 2004 2. Mr. Rongpol Charoenpan Vice-Chairman 17 August 2004 3. Mr. Pawich Thongroj Director 17 August 2004 4. Mrs. Ornanong Maneekan Director 17 August 2004 5. Mr. Prakit Prachonpachanuk Director 17 August 2004 6. Mrs. Prisana Pongtadsirikul Director 17 August 2004 7. Assoc. Prof. Thongtong Chantarangsu Director 17 August 2004 8. Pol. Gen. Somchai Prapaspakdi Director 17 August 2004 9. Mr. Somkiart Wantana Director 17 August 2004 10. Mr. Tawil Pungma Director 17 August 2004 11. Mr. Mingkwan Sangsuwan President & Secretary 17 August 2004 12. Mr. Pravith Ninsuvannakul Director 8 October 2004 Audit Committee The board of directors meeting No. 1/2547 held on 17 August 2004 and the board of directors special meeting No. 2/2547 held on 8 October 2004 passed a resolution appointing the audit committee. Members of the audit committee Chairman Pol. Gen. Somchai Prapaspakdi Member Mr. Tawil Pungma Member Mrs. Prisana Pongtadsirikul Member Mr. Pravith Ninsuvannakul Secretary Mr. Jongrak Niyomsak Scope of duties and responsibilities (1) To ensure that the company provides sufficient and accurate financial statements; (2) To ensure that the Company has appropriate and efficient internal control and audit systems; (3) To ensure that the Company complies with the laws on securities and exchange, regulations of the Stock Exchange of Thailand or the laws relating to the Company's business; (4) To review, select, nominate and determine compensation for the auditor of the Company; (5) To provide opinions for the appointment, reshuffle and promotion of the Chief of the Audit Department; (6) To review the Company's disclosure of information to ensure its accuracy and completion when there are connected transactions or transactions that may result in a conflict of interests; (7) To prepare the Audit Committee's disclosure report which will be disclosed in the Company's annual report. The report must be signed by the Chairman of the Audit Committee; (8) To perform any other tasks as designated by the Board of Directors upon the Audit Committee's approval; and (9) To perform any other tasks as determined in the Articles of Association. Terms for holding office 1. Chairman - years 2. Member - years (Including the additional appointment to and removal from the audit committee) Listing Conditions The Company shall amend Article 14 of its Articles of Association by deleting the statement "...except such share transfer will cause the Company to lose its rights and benefits that the Company shall obtain under the law" and paragraph 2 that "...will cause the Company to lose its rights and benefits that the Company shall obtain under the law" by requesting the shareholders' approval in the next shareholders meeting. The copy of the Company's Articles of Association shall be submitted to the Stock Exchange of Thailand within the period of 7 days from the date of registration of such amendment with the Ministry of Commerce. Silent Period Shareholders, who own ordinary shares holding 548,099,210 shares or 100% of the total shares that being prohibited from selling that their shares will not be sold for the period of one and a half years from the trading date. Upon the expiry of each 6 months period of the prescribed time, those shareholders will be allowed to sell of 25% of the total amount of shares prohibited for sale and the rest after one and a half years. Relaxation - None - Others - None - STATISTICAL SUMMARY MCOT PUBLIC COMPANY LIMITED ------ In thousands -------------------- --------------- Baht/share* --------------------- YEAR TOTAL REVENUE NET PROFIT EARNINGS DIVIDEND BOOK VALUE PAYOUT (LOSS) (LOSS) RATIO (%) 2544 1,777,112 582,468 0.97 - 7.89 - 2545 1,868,005 746,534 1.24 - 5.94 - 2546 1,962,080 766,100 1.28 - - (Period of 9 month 2,008,239 822,324 1.37 - - ended 30 June 2004)(Reviewed) * (Calculated on assumption that MCOT has 600 million shares with a par of 5 Baht per share) MCOT PUBLIC COMPANY LIMITED AND SUBSIDIARY ------ In thousands -------------------- --------------- Baht/share* --------------------- YEAR TOTAL REVENUE NET PROFIT EARNINGS DIVIDEND BOOK VALUE PAYOUT (LOSS) (LOSS) RATIO (%) (Period of 9 month 2,014,884 822,524 1.37 - - - ended 30 June 2004)(Reviewed) * (Calculated on assumption that MCOT has 600 million shares with a par of 5 Baht per share) Important items in the financial statements MCOT Public Company Limited (unit : Baht) Audited Actual 2001 2002 2003 Cash and Cash Equivalent 470,947,588 86,754,376 1,104,528,030 Account Receivables - Net 164,051,614 222,799,980 134,818,894 Program and Film Rights and 24,206,208 22,469,863 25,122,596 Production Cost Total Current Assets 4,422,463,557 2,974,593,513 3,002,014,957 Long-term Investment 27,807,075 72,913,863 64,407,075 Property, Plant and Equipment - Net 1,511,716,679 1,728,432,425 2,087,407,627 Total Assets 6,014,811,500 4,832,618,055 5,207,681,151 Trade Accounts Payable 30,940,030 19,695,932 20,869,195 Appropriation to The Ministry of 353,100,000 436,500,000 469,000,000 Finance Accrued Expenses 158,340,420 193,435,205 182,006,252 Total Current Liabilities 692,397,794 768,456,299 835,833,839 Total Liabilities 1,282,367,823 1,270,940,788 1,331,504,364 Retained Earnings 4,671,974,393 3,482,007,983 3,779,107,503 Total Owner's Equity 4,732,443,677 3,561,677,267 3,876,176,787 Important items in the financial statements MCOT Public Company Limited (unit : Baht) Reviewed 30 June 2004 30 June 2004 Consolidated Unconsolidated Cash and Cash Equivalents 1,040,043,133 1,039,781,760 Account Receivables - Net 271,320,732 270,021,027 Program and Film Rights and 23,083,020 21,331,385 Production Cost Total Current Assets 3,473,024,088 3,466,535,568 Long-term Investment 68,907,075 68,907,075 Property, Plant and Equipment - Net 2,065,254,709 2,060,229,441 Total Assets 5,651,940,290 5,641,807,007 Trade Accounts Payable 14,301,177 14,150,972 Appropriation to The Ministry of 549,229,100 549,229,100 Finance Accrued Expenses 271,643,997 271,362,437 Total Current Liabilities 1,010,259,657 1,004,989,104 Total Liabilities 1,494,152,566 1,487,835,532 Retained Earnings 4,052,402,191 4,052,402,191 Total Owner's Equity 4,157,787,724 4,153,971,475 Important items in the financial statements MCOT Public Company Limited (unit : Baht) Profit and Loss Account for year ended 30 September 2003, 2002, 2001 2001 2002 2003 Total Income 1,777,111,653 1,868,004,904 1,962,080,148 Total Expenses 1,194,643,191 1,121,471,314 1,195,980,628 Net Profit 582,468,462 746,533,590 766,099,520 Current Account for year ended 30 September 2003, 2002, 2001 2001 2002 2003 Cash Flow from Operating Activities 767,327,485 781,274,032 906,410,118 Net Cash Inflow (Outflow) from (1,169,292,514) 687,632,755 547,863,536 Investing Activities Net Cash Outflow from Financing (253,860,000) (1,853,100,000) (436,500,000) Activities Profit and Loss Account for period of 9 months ended 30 June 2004 Consolidated Unconsolidated 30 June 2004 30 June 2004 Total Income 2,014,883,577 2,008,238,804 Total Expenses 1,193,628,490 1,185,715,016 Net Profit 822,523,788 822,523,788 Current Account for period of 9 months ended 30 June 2004 Consolidated Unconsolidated 30 June 2004 30 June 2004 Cash Flow from Operating Activities 518,920,417 523,148,303 Net Cash Inflow (Outflow) from (119,505,314) (118,894,573) Investing Activities Net Cash Outflow from Financing (463,900,000) (469,000,000) Activities