MCOT Public Company Limited

The Chairman explained that the qualifications of the directors involved their knowledge and ability inareas related and beneficial to the businesses of the Company such as those concerning finance, budget,technology, legal affairs, management and human resources. If the Board of Directors lacked any areaof expertise, the Nomination Committee shall seek director specialized in such areas such as broadbandtechnology and telecommunications technology.Mr. Nathi Premrasmi, Director and Chairman of the Nomination Committee, explained that thenomination process always followed the laws and the Corporate Governance Principles. Suchnominated persons must not possess any prohibited characteristics as stipulated by related laws andregulations such as Standard Qualifications of Directors and Official of State Enterprise Act B.E. 2518,Public Limited Company Act, laws on securities and exchange and Company’s regulation. Also, suchpersons must be on the Directors’ Pool of the Ministry of Finance. Moreover, they must possessqualifications needed by MCOT Plc. which are expertise and knowledge in wide variety of areas such asorganizational management, mass communications, marketing business, education, society, informationtechnology, finance and accounting, labor laws and others. The Nomination Committee had completelyand carefully examined the qualifications of these nominated persons and proposed to the Board ofDirectors to be proposed for the consideration for their election by the Shareholders Meeting.The Chairman asked the Meeting to acknowledge the directors retired by rotation and consider theelection of persons to replace those directors as proposed by the Nomination and RemunerationCommittee.The Resolution of the Meeting, the Meeting acknowledged the director retired by rotation directorsand elected 4 replacement directors as nominated by the Nomination Committee with votes as follows:1. Mrs. Danucha Yindeepit to be DirectorApproved 575,308,349 votes or 99.9726 %Disapproved 100,324 votes or 0.0174 %Abstained 57,178 votes or 0.0099 %2. Mr. Arttachai Burakamkovit to be Independent DirectorApproved 575,338,296 votes or 99.9778 %Disapproved 75,400 votes or 0.0131 %Abstained 52,155 votes or 0.0090 %3. Mr. Sutat Kongtoranin to be Independent DirectorApproved 575,298,062 votes or 99.9708 %Disapproved 86,376 votes or 0.0150 %Abstained 81,413 votes or 0.0141 %4. Assoc. Prof. Teerapat Sanguankotchakorn to be Independent DirectorApproved 575,312,426 votes or 99.9733 %Disapproved 79,553 votes or 0.0138 %Abstained 73,872 votes or 0.0128 %Agenda 7: To consider approving the Directors’ remunerationThe Chairman assigned Mr.Kriengsak Kangwanwong, Secretary to the Remuneration Committee, toreport the matter to the Meeting.Mr. Kriengsak Kangwanwong, Vice President, Office of Corporate Secretary, and Secretary tothe Remuneration Committee, reported to the Meeting that the Remuneration Committee hadreviewed the remuneration of directors for the year 2011 and the principles for the directors’ bonuspayment and proposed them to the Board of Directors at the Meeting No. 3/2011 on February 28, 2011,to approve to propose them to the Meeting of shareholders as follows:1. The current monthly payment of the Directors’ remuneration had been applied since thetransformation of the Mass Communication Organization of Thailand into a public limited company in2004. The Board of Directors had had increasing duties and responsibilities as well as additionalassignments due to the requirement to comply with the regulations of the Securities and ExchangeCommission (SEC) and the Stock Exchange of Thailand (SET) as well as industry growth andintensifying competition. The Remuneration Committee therefore recommended to the Board ofDirectors a raise in remuneration of the Directors to Baht 15,000 per month.-9-