MCOT Public Company Limited

4. To approve the removal of all directors by separate vote for each directorRationale: 1. Section 76 of the Public limited Company Act, B.E. 2535 (1992), and Articles 32 and 45of the Association of MCOT Public Company Limited stipulated: The Shareholders’ Meeting may passa resolution to remove any director prior to the expiration of his/her term of office with votes not lessthan three-fourths of number of shareholder attending the meeting and having the right to vote and thetotal number of shares being of not less than one half of number of shares held by shareholders attendingthe meeting and having the right to vote.2. Refer to the Most Urgent letter of Ministry of Finance No. Kor Khor 086.1/18662 datedOctober 19, 2011 with regard to the request to call an Extraordinary General Meeting of Shareholders toallow the shareholders to exercise their rights to vote to remove the Company’s directors prior to theexpiration of his/her term of office pursuant to Section 76 of the Public limited Company Act, B.E. 2535(1992).3. The entire Board of Directors is comprised of 13 directors including one resigneddirector and the other director who was discharged in accordance with Article 40 of the Company’sArticles of Association.Opinion of the Board: The Board of Directors’ Meeting is of the opinion that the Board of Directorshas performed its duties in compliance with the Articles of Association of the Company and resolutionsof the Board of Directors’ Meetings and the Shareholders’ Meetings with responsibilities, prudence andhonesty in exactly the same way as most prestigious corporations will do under the same situation. Inaddition, it is founded that there has been an ongoing movement to put pressure on the Chairman of theBoard of Directors and a number of directors to resign since September 2011, which is regarded as aviolation of the principles of Good Governance and Good Corporate Governance, but such movementfailed in its attempt. This has resulted in the request to call an Extraordinary General Meeting ofShareholders by the Ministry of Finance to remove the directors prior to the expiration of their term ofoffice as shown in the Confidential letter of MCOT Public Company Limited, No. Nor Ror 6100/2 datedOctober 4, 2011(Enclosure 2). Therefore, the Board of Directors’ Meeting is of the opinion that theShareholders’ Meeting should not approve the removal of all directors by separate vote for eachdirector.5. To approve the appointment of new directors to replace those who are removedRationale: 1. Article 37 of the Articles of Association of the Company stipulated: Unless otherwiseprovided by the Articles of Association, directors shall be elected by the meeting of shareholders inaccordance with the following rules and procedures.(1) The number of votes available to a shareholder in a given election is equal to thenumber of shares held by the shareholder multiplied by the number of directors to be elected.(2) Each shareholder may use all his votes under (1) to elect one or more than onedirector. In the event of voting for more than one director, the shareholder may not allot his/her votes toelect any directors unequally (the shareholder must divide the votes equally to each director he/shewishes to vote for.)(3) Persons who receive highest votes arranged in order from higher to lower in anumber equal to that of directors to be appointed are elected directors of the Company. In the event of atie at a lower place, which would make the number of directors greater than that required, theChairperson of the meeting shall cast an additional vote as a decisive vote.In case the Articles of Association of the Company provides for the method of election ofdirectors to be otherwise, such provision must not deprive the shareholders of their rights to vote in theelection of directors.2. Refer to the Most Urgent Letter of the Ministry of Finance No. Kor Khor 0806.1/18662dated October 19, 2011 with regard to the request to call an Extraordinary General Meeting ofShareholders to allow the shareholders to remove all Directors prior to the expiration of his/her term ofoffice in accordance with Section 76 of the Public limited Company Act, B.E. 2535 (1992). TheMinistry of Finance, as the Company’s shareholders, will propose a list of nominees and their briefbiographies to the Shareholders’ Meeting to consider the approval of the appointment of the newdirectors.-4-