Resolution of securities holders Subject : Shareholders meeting's resolution Meeting date : 25-Apr-2012 Meeting's resolution : Accordingly approved with board's resolution Remark : April 25, 2012 The Stock Exchange of Thailand Attn: The President Re: Resolution of the 2012 Annual General Meeting of Shareholders of MCOT Public Company Limited Dear Sir: We, MCOT Public Company Limited, have organized the 2012 Annual General Meeting of Shareholders on April 25, 2012, at 13.30 hrs. at Ballroom Hall A, Queen Sirikit National Convention Center, 60 Ratchadapisek Road, Klongtoey, Bangkok 10110. We would like to inform the Stock Exchange of Thailand that the 2012 Annual General Meeting of Shareholders has resolved as follows: 1. Certified the minutes of the Annual General Meeting of Shareholders No. 1/2554 on December 9, 2011 and assigned the Corporate Secretary Office to check the accuracy of the statement to which a shareholder, Mrs. Soontree Kaewkorn, had requested an amendment with the recorded statement before making any amendment. Approved 493,985,850 votes or 99.9983 % Not Approved 500 votes or 0.0001 % Abstained 7,600 votes or 0.0015 % 2. Acknowledged the report on the Company's 2011 operating results (for the period between January 1, and December 31, 2011). 3. Approved the Company's balance sheet and statement of profit and loss for the period ended December 31, 2011. Approved 494,007,471 votes or 99.9929 % Not Approved 26,444 votes or 0.0053 % Abstained 8,200 votes or 0.0016 % 4. Approved the payment of a Baht 2.00-per-share dividend for the Company's operating results for the period between January 1, and December 31, 2011 (a Baht 1.00-per-share interim dividend was paid on October 12, 2011 for the period between January 1, and June 30, 2011). The Baht 1.00 -per share dividend payment to be made for the operating results for the period between July 1, and December 31, 2011 from the net profit at Baht 1.97 and the retained earnings at Baht 0.03.was scheduled for May 17, 2012. Approved 494,012,915 votes or 99.9940 % Not Approved 16,000 votes or 0.0032 % Abstained 13,200 votes or 0.0026 % 5. Acknowledged the retirement on rotation of the Company's Directors as listed below. 1) Professor Tongthong Chandransu 2) Mr. Anek Permvongseni 3) Mr. Chakraphan Yomchinda 4) Mr. Prasert Kasemkomase 5) Mr. Premkamon Tinnakorn Na Ayutthaya -2- The Meeting has also approved the re-appointment of the following five Directors for another term as proposed by the Nomination Committee. 1) Professor Tongthong Chandransu Approved 493,972,936 votes or 99.9848 % Not Approved 45,779 votes or 0.0092 % Abstained 29,100 votes or 0.0058 % 2) Mr. Anek Permvongseni Approved 493,974,336 votes or 99.9851 % Not Approved 47,779 votes or 0.0096 % Abstained 25,200 votes or 0.0051 % 3) Mr. Chakraphan Yomchinda Approved 493,929,040 votes or 99.9759 % Not Approved 48,779 votes or 0.0098 % Abstained 69,996 votes or 0.0141 % 4) Mr. Prasert Kasemkomase Approved 493,188,789 votes or 99.8261% Not Approved 825,726 votes or 0.1671 % Abstained 33,300 votes or 0.0067 % 5) Mr. Premkamon Tinnakorn Na Ayutthaya Approved 493,955,195 votes or 99.9812 % Not Approved 48,479 votes or 0.0098 % Abstained 44,141 votes or 0.0089 % 6. Approved the remuneration of the Company's Directors for the year 2012. Committees /Subcommittees Remuneration (Monthly) Meeting Allowances (presence in the meetings only ) 1. The Board of Directors - Chairman 30,000 Baht 15,000 Baht/Month - Member 15,000 Baht 2. The Auditing Committee - Chairman 12,500 Baht 5,000 Baht/Month - Member 10,000 Baht 3. The Management Affairs Review Committee - 10,000 Baht/Month 4. The Nomination Committee - 10,000 Baht Month 5. The Remuneration Committee - 10,000 Baht/Month 6. The Risk Management Committee - 10,000 Baht/Month 7. The Corporate Governance Committee - 10,000 Baht/Month 8. The Corporate Relations Committee - 10,000 Baht/Month 9. Sub-committees and Working Groups Other than No.1-8 (Only Directors appointed by the Board of Directors) - 10,000 Baht /month Any Company's Directors appointed to perform duties in more than 2 committees, sub-committees or working groups other than the Board of Directors (but including No.2-9) shall receive the meeting allowances from only two committees. Note: Chairman and Vice Chairman will receive additional 25% and 12.5% of meeting allowances, respectively. -3- - It was recommended that the guidelines for the allocation of the directors' bonus for year the 2011 be applied to the year 2012. Bonus for the Company's Directors in 2012 Directors' Bonus Not more than 0.25% of the net profit and not more than Baht 500,000 / Director In case that MCOT receives less than 3.00 points* in the state enterprise performance measurement, the bonus for Directors will be adjusted as follows: - Less than 3.00 but not less than 2.50 points: the bonus for Directors shall be reduced by 25%/Director - Less than 2.50 but not less than 2.00 points: the bonus for Directors shall be reduced by 50%/Director Chairman and Vice Chairman will receive additional 25% and 12.5 % meeting allowances, respectively. Approved 494,006,074 votes or 99.9915 % Not Approved 12,541 votes or 0.0025 % Abstained 29,200 votes or 0.0059 % 7. Approved the appointment of the Office of the Auditor General of Thailand as the Company's Auditor and the determination of 2012 audit fees at the total amount of Baht 1,600,000. Approved 494,025,615 votes or 99.9955 % Not Approved 4,000 votes or 0.0008 % Abstained 18,200 votes or 0.0036 % ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.