MCOT Public Company Limited 63/1 Rama IX Road, Huaykwang Bangkok 10310 Thailand Phone +66 (0) 2201 6000 Fax +66 (0) 2245 1435 E-mail Contact@mcot.net Ref: MCOT/ 6153/ 519 February 26, 2009 The Stock Exchange of Thailand Attn: The President Re: Resolutions of the Board of Directors' Meeting No.2 /2009 of MCOT Public Company Limited Dear Madame, We, MCOT Public Company Limited, have organized the Board of Directors' Meeting No. 2/2009 on February 26, 2009 at 14.00 hours at the Meeting Room, 6th Floor, MCOT Administration Building, 63/1 Rama IX Road, Huay Kwang Sub-District, Huay Kwang District, Bangkok 10310. The Meeting has resolved as follows: 1. Approved the balance sheet and statement of income for the year ended December 31, 2008. 2. Approved the schedule of the 2009 Annual General Meeting of Shareholders on April 24, 2009 at 13.30 hours at Studio 1, Television Building MCOT Public Company Limited, 63/1 Rama IX Rd., Huay Kwang Sub-district/District, Bangkok 10310 Rama IX Rd., Huay Kwang, Bangkok 10310. The agenda for the meeting are as follows: Agenda 1: Report from the Chairman Agenda 2: To certify the Minutes of The Extraordinary Meeting of Shareholders No. 1/2008 on June 11, 2008 Agenda 3: To acknowledge the report on the Company's 2008 operating results (for the period between January 1, - December 31, 2008) Agenda 4: To consider for approval of the Company's balance sheet and statement of income for the year ended December 31, 2008 Agenda 5: To acknowledge the payment of the interim dividends for 2008 and consider for approval of the dividend payment for the year 2008 (for the period between January 1, - December 31, 2008) Agenda 6: To acknowledge the retirement by rotation of directors and the appointment of directors to replace those retired by rotation Agenda 7: To consider for approval of the determination of directors' remunerations Agenda 8: To acknowledge the appointment of the Auditor and the determination of audit fees for the year 2009 Agenda 9: Others (if any) 3. Certified the payment of a Baht-1.60 -per-share dividend or 89 % of net profit for the period between January 1,- December 31, 2008 (a Baht 0.75 - per-share interim dividend has been paid on October 16, 2008 for the operating results of the period between January 1,- June 30, 2008). The payment of a Baht-0.85 -per-share dividend for the period between July 1, - December 31, 2008 is scheduled for May 15, 2009, and will be proposed to the 2009 Annual General Meeting of Shareholders. However the right to receive dividend is uncertain as it has not yet been approved by shareholders. -2- 4. Certified the shareholders registration book for the rights to attend the 2009 Annual General Meeting of Shareholders and to receive the dividend on April 2, 2009 (Record Date). April 3, 2009 shall be the book closing date on which the shareholder list as specified in Section 225 of the Securities and Exchange Act shall be compiled. 5. Assigned Mr. Anusorn Tamajai, Chariman of the Audit Committee and Independent Director, as a proxy to vote on behalf of shareholders who cannot attend the 2009 Annual General Meeting of Shareholders on April 24, 2009. 6. Certified the appointment of the Office of the Auditor General (OAG) as the Company's Auditor and the determination of Baht 1.5 million audit fees for the year 2009. 7. Assigned the Nomination Committee to nominate qualified persons for appointment as directors to replace those retired by rotation and propose to the Board of Directors' meeting to acknowledge and propose to the 2009 Annual General Meeting of shareholders. The directors retired by rotation are as follows: 1. Mr.Charupong Ruangsuwan 2. Mr.Tongthong Chandransu 3. Mr.Pramote Chokesirikulchai 4. Mr.Prasan Wangrattanapranee 5. Mr.Narunart Prapanya As for the last remaining director to be appointed to the Board, the Company would like to propose the Meeting to consider for approval of the reservation of such rights for the new President in accordance with the Company's Articles of Association. The President Selection Committee has been in the process of selecting qualified candidates to nominate for appointment as director and President. 8. Certified the determination of the directors' remunerations for the year 2009 and bonus for the year 2008 to be propose to the 2009 Annual General Meeting of Shareholders, the detail of which are as follows: Meeting Allowances Committees Remuneration (presence in /Subcommittees (Monthly) the meetings only ) 1. The Board of Directors 10,000 Baht 15,000 Baht/ Month 2. The Auditing Committee 10,000 Baht 5,000 Baht/ Month 3. The Nomination - 10,000 Baht/ Month Committee 4. The Compensation - 10,000 Baht/ Month Committee 5. The Corporate Relations - 10,000 Baht/ Month Committee 6. The Corporate - 10,000 Baht/ Month Governance Committee 7. The Risk Management - 10,000 Baht/ Month Committee 8. Sub-committees and Working Groups Other 10,000 Baht /month than No.1-7 (Only - (Though any Company's Directors appointed by directors were appointed Board of Directors) to perform duties in several sub-committees other than No.1-7, they would be paid the meeting allowances from only one sub-committee on the month such sub- committee meeting was held.) Chairman and Vice Chairman will be paid more remuneration and meeting allowances at 25% and 12.5 %, respectively. -3- Bonus for the Company's Directors in 2008 (1 January -31 December 2008) Chairman will be paid additional 25% of the bonus, or Baht 250,000 Vice Chairman will be paid additional 12.5 % of the bonus, or - Baht 225,000 Directors - Baht 200,000 per person Sincerely yours, (Mr. Thanachai Wongthongsri) Vice President Company Secretary Office MCOT Public Company Limited Authorized to sign on behalf of the company Company Secretary Office Tel. 0 2201 6388, 02 201 6454 Fax 0 2245 1854