MCOT Public Company Limited Documents for the 2020 Annual

MCOT Public Company Limited

Documents

For

The 2020 Annual General Meeting of Shareholders

Wednesday, July 29, 2020 At 13.30 hrs. Registration starts at 10.00 hrs.

At Auditorium CW Tower C Asean, 10th Floor, 90 Ratchadapisek Road, Huaykwang, Bangkok 10310

“No tokens are provided to be in conformity with the guideline placed by regulartory agencies for listed companies.

“Neither lunchbox nor coffee or tea will be served as well as printed copies of 2019 Annual Report, Financial Report and Sustainable Report will be provided at the meeting in order to minimize personal direct contact which may risk the infection of the disease.

Table of Contents

Documents

Enclosure

 Copy of the Minutes of the 2019 Annual General Meeting of 1 Shareholders held on April 25,2019 and the Extraordinary General Meeting of Shareholders No.1/2019 held on Thursday, June 13, 2019 (Document for Agenda 2)  The 2019 Annual Report and The 2019 Sustainability Development Report 2 (QR Code) (Document for Agenda 3)  Auditor’s report and Financial Statement of MCOT Plc. and 3 Subsidiaries for the year ended December 31, 2019 (QR Code) (Document for Agenda 4)  Profiles and Work Experience of Auditors 4  Details on the remuneration of the Company’s Directors 5 (Document for Agenda 7)  Curriculum Vitae of the Directors appointed to replace those who resigned 6 prior to the completion of their tenure and nominated persons proposed to be elected the Directors replace those retiring by rolation (Document for Agenda 8)

Documents required for attending the 2019 Annual General Meeting of Shareholders Enclosure

 Proxy Forms and Independent Director’s biography 7 (Information for the case that the Independent Director is assigned as the Proxy)  Terms, conditions and procedures for meeting attendance 8  The Company’s regulations on the Shareholders’ Meeting 9 and voting procedures  Question submission prior to the 2020 Annual General Meeting of Shareholders 10  Request Form (for receiving the 2019 Annual Report and 11 the 2019 Sustainability Report in printed form)  Registration Form 12  Map of the meeting venue 13

Note: To save natural resources, MCOT Plc. has made the 2019 Financial statement, Annual Report and Sustainability Development Report available in the QR Code format. To receive the printed forms, please complete the Request Form (Enclosure 11) and fax or mail it to Corporate Secretary Department. Tel. +66 (0) 2201 6454, +66 (0) 2201 6491, +66 (0) 2201 6151 Fax: +66 (0) 2245 1854 E-mail: cgmcot@mcot.net, [email protected]

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 [email protected]

Ref: MCOT 6165/1555 July 10, 2020 Subject: Invitation to the 2020 Annual General Meeting of Shareholders of MCOT Public Company Limited Held on July 29, 2020

To: Shareholders of the Company

Encl: 1. Copy of the Minutes of the 2019 Annual General Meeting of Shareholders held on Thursday, April 25, 2019 and the Extraordinary General Meeting of Shareholders No.1/2019 held on Thursday, June 13, 2019 (QR Code) 2. The 2019 Annual Report and The 2019 Sustainable Development Report (QR Code) 3. The Auditor’s Report and Financial Statements of MCOT and its subsidiaries for the year ended December 31, 2019 (QR Code) 4. Profiles and Work Experience of Auditors 5. Details on the remuneration of the Company’s Directors 6. Curriculum Vitae of the Directors appointed to replace those who resigned prior to the completion of their tenure and nominated persons proposed to be elected the Directors to replace those retiring by rotation 7. Proxy Form A, B and C (Form B is recommended) and Curriculum Vitae of Independent Directors 8. Terms and conditions and guidelines for meeting attendance 9. Regulations relating to the Shareholders’ Meeting and voting procedures 10. Question submission prior to the 2020 Annual General Meeting of Shareholders 11. Request Form (for receiving The Auditor’s Report and Financial Statement, The 2019 Annual Report and The 2019 Sustainable Development Report in printed form) 12. Registration Form (The Shareholder or Proxy must bring this form to the Shareholders’ Meeting) 13. Map of the meeting venue

Please refer to the arrangement of the 2020 Annual General Meeting of Shareholders of MCOT Public Company Limited (MCOT Plc.) scheduled on July 14, 2020, at the Auditorium, CW Tower, 10th floor, No. 90 Ratchadapisek rd., Huay Kwang, Bangkok.

The Board of Directors of MCOT Plc., at the meeting no. 7/2020, on May 14, 2020 resolved to grant authorization to the Chairman to reschedule date and time and choose venue of the 2020 Annual General Meeting of Shareholders (Meeting) in case of unforeseen circumstances. The Company is obliged to postpone the Meeting for an exceptional reason, stemmed from an inability to convene 2 meetings of MCOT’s Board of Directors due to absence of some Directors which resulted in a failure to form a quorum. Therefore, MCOT’s Board of Directors was unable to consider the agenda of appointment of Directors to replace those who have retired by rotation, in compliance with Good Governance principles of the Company. Article 33 of the Supervision and Development of State Enterprise Act, B.E. 2562 specifies that State Enterprise Policy Office (SEPO) is authorized, on behalf of the Ministry of Finance, to exercise the shareholder’s rights to supervise state enterprises. As defined in the term “State Enterprise” in Article 3 on Good Governance, paragraph 1 and 2, listed state enterprises should consider the standards applied to public companies listed in the stock market. The fact that MCOT’s Board of Directors was unable to consider the agenda of appointment of Directors to

-2- replace those who have retired by rotation due to the failure to form a quorum is deemed the exceptional circumstance that may cause difficulties in the Company’s management in the future.

Following the aforementioned Resolution, the Chairman, as approved by the Board of Directors, would like to postpone the 2020 Annual General Meeting of Shareholders, previously scheduled on July 14, 2020 and reschedule the Meeting on July 29, 2020, 13.30 hrs., at the Auditorium, CW Tower, 10th floor, No. 90 Ratchadapisek rd., HuayKwang, Bangkok. MCOT Plc. fixes the list of shareholders eligible to the 2020 Annual General Meeting (Record Date) on Wednesday, June 10, 2020. This matter has already been discussed with and approved by SEPO who is a representative of the Ministry of Finance. The agenda of the Meeting are as follows:

Agenda 1: Report by the Chairman

Agenda 2: To approve the Minutes of the 2019 Annual General Meeting of Shareholders held on Thursday, April 25, 2019 and the Extraordinary General Meeting of Shareholders No.1/2019 held on Thursday, June 13, 2019

(Required vote : Majority vote of the shareholders present at the meeting and cast their votes)

Rationale: The minutes of meeting of the 2019 Annual General Meeting of Shareholders held on Thursday, April 25, 2019 and the Extraordinary General Meeting of Shareholders No.1/2019 held on Thursday, June 13, 2019 were submitted to the Stock Exchange of Thailand (SET) within 14 days after the meeting as required by law, and posted on the Company’s website (www.mcot.net/ir), a copy of which is enclosed herewith (Enclosure 1).

Opinion of the Board: The Board of Directors is of opinion that the minutes of the 2019 Annual General Meeting of Shareholders, held on Thursday, April 25, 2019 and the Extraordinary General Meeting of Shareholders No.1/2019 held on Thursday, June 13, 2019 were completely and accurately prepared with all the necessary information of all agenda items. Therefore, the Board of Directors deems it appropriate to propose to the 2020 Annual General Meeting of Shareholders to certify the minutes of the 2019 Annual General Meeting of shareholders.

Agenda 3: To acknowledge the report on the Company’s 2019 operating results (the period between January 1 - December 31, 2019) Rationale: The Company’s 2019 operating results were disclosed in the 2019 Annual Report and the 2019 Sustainable Development Report (Enclosure 2), which were delivered to each shareholder together with the Invitation to this Meeting.

Opinion of the Board: The Board of Directors deems it appropriate to propose the Company’s 2019 operating results to the 2020 Annual General Meeting of shareholders for acknowledgement.

Agenda 4: To approve the Company’s financial statements and income statement for the year ended December 31, 2019

(Required vote : Majority vote of the shareholders present at the meeting and cast their votes) Rationale: The Company’s statement of financial position and statement of income for the accounting period ended December 31, 2019 as shown in the financial statements delivered to the shareholders were certified by the Company’s auditor or the Office of the Auditor General of Thailand (OAG) and reviewed by the Audit Committee. The Board of Directors’ Meeting No. 3/2020 on Tuesday, February 25, 2020 passed the resolution to approve the Company’s financial statements for the period ended December 31, 2019 (Enclosure 3), which were delivered to shareholders together with the invitation to this Meeting.

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Opinion of the Board: The Board of Directors deems it appropriate to propose the Company’s statement of financial position and the statement of income for the period ended December 31, 2019 which were certified by the Auditor and reviewed by the Audit Committee to the 2020 Annual General Meeting of shareholders for approval.

Agenda 5: To approve the suspension of the 2019 dividend payment

(Required vote : Majority vote of the shareholders present at the meeting and cast their votes) Rationale: Clause 66 of the regulations of the Company requires that no annual dividend payment can be made unless receiving the shareholders’ approval. Clause 68 requires that no dividend shall be paid other than out of profits. As long as the Company experiences accumulated losses, no dividend shall be paid. Dividends for ordinary shares shall be distributed in accordance with the number of shares in equal amount on each share. The Board of Directors may pay the interim dividend to the shareholders from time to time if the Company is profitable and the shareholders shall be informed of such dividend payment at the next annual general meeting. The Company’s 2019 operating results for the period between January 1 - December 31, 2019 showed that the Company experienced a deficit of Baht (458,286,977.-), comprised of the loss of the parent company in the amount of Baht (457,464,854.-) and the non-controlling interests in the amount of Baht (822,123.-).

Dividend Payment Policy: Not lower than 40% of net profit after appropriation of various reserves for dividend payment. The amount of the dividend to be paid depends on the Company’s future business plans, necessities and appropriateness in the future.

Comparison of Dividend Payment Unit: Million Baht Details of Dividend Payment Year 2018 Year 2019 1. Profit (loss) of the parent company (million baht) (376) (457) 2. The numbers of shares (million) 687 687 3. Annual dividend (baht: share) - - - Interim dividend (baht: share) - - - Year-end dividend (baht: share) - - 4. Total dividend paid (million baht) - - 5. Dividend distribution ratio (percentage) - -

Note : The Company completely set up the legal reserve at 10 percent of the registered capital since 2006.

Opinion of the Board: The Board of Directors deems it appropriate to propose to the 2019 Annual General Meeting of Shareholders for suspension of dividend payment from the Company’s operating performance for the period between January 1 – December 2019 since the Company was in deficit.

Agenda 6: To approve the appointment of the auditor and determination of its audit fee for the year 2020

(Required vote: Majority vote of the shareholders present at the meeting and cast their votes) Rationale: According to the regulations of the Ministry of Finance on State Enterprises Accounting and Financial Standard B.E. 2548 (2005), it is required that the Office of the Auditor General of Thailand (OAG) shall be the auditor of state enterprises. The OAG has therefore acted as the Company’s auditor since the Company was first established. The OAG has the authority and duties of auditing the Company’s financial statements in accordance with the Organic Law on State Audit, B.E. 2561 (2018) and the State Fiscal and Financial Disciplines Act, B.E. 2561 (2018). However, in 2019, the OAG informed MCOT Plc. in writing that MCOT Plc. might engage a third party as approved by the OAG to audit its financial statements. Therefore, MCOT Plc. has undertaken to engage the auditor for its 2020 financial statements. The Audit Committee considered the auditor’s qualifications in terms of technical and commercial issues, and, finally, proposed to appoint KPMG Phoomchai Audit Ltd. to be the Company’s auditor as listed below. 1) Mrs. Sasithorn Pong-adisak, Certified Public Accountant No. 8802; or 2) Ms. Marisa Tharathornbuppakul, Certified Public Accountant No. 5752; or

-4- 3) Mrs. Siripen Sookcharoenyingyong, Certified Public Accountant No. 3636. One of the aforesaid auditors shall audit and review the 2020 finanical statements of MCOT Plc. ended December 31, 2020. The audit fee for Year 2020 shall be an aggregate of Baht 2,490,000, which was higher from the year 2019 because it is the first year that KPMG Phoomchai Audit Ltd. performs the auditing operations for MCOT Plc. It is necessary for them to carefully study the Company’s accounting system to enable efficiencyin auditing rge financial statements of MCOT, that is a listed state enterprise.

The auditor from KPMG Phoomchai Audit Ltd. holds the qualifications aligned with the notification of the Securities and Exchange Commission and it holds no relationship or interest with the Company, subsidiaries, executives, major shareholders, or any other related persons. Therefore, it has independence in auditing and providing opinions toward the Company’s financial statements.

KPMG Phoomchai Audit Ltd. is not appointed as an auditor of the Company’s subsidiaries/associated companies. Since the subsidiaries/associated companies are not state enterprises, they are allowed to appoint other independent auditing companies to be their auditors. The Board of Directors of MCOT has the duty to ensure that these subsidiaries/associated companies submit the financial statements within the set timeframe. Profiles and work experience of Auditors are shown in (Enclosure 4)

Auditor’s Compensatoin for Year 2020 as compared with Year 2019 and 2018 Transaction 2020 (Baht) 2019 (Baht) 2018 (Baht) KPMG SAO SAO Audit fee 2,490,000 1,900,000 1,900,000 Other services - - -

Opinion of the Board: The Board of Directors of MCOT Plc., at the Meeting no. 1/2020 on January 28, 2020, deems appropriate to propose to the 2020 Annual General Meeting of Shareholders to approve the appointment the following auditors from KPMG Phoomchai Audit Ltd. to audit and review the 2020 financial statements of MCOT Plc. 1) Mrs. Sasithorn Pong-adisak, Certified Public Accountant No. 8802; or 2) Ms. Marisa Tharathornbuppakul, Certified Public Accountant No. 5752; or 3) Mrs. Siripen Sookcharoenyingyong, Certified Public Accountant No. 3636 The audit fee for Year 2020 shall be an aggregate of Baht 2,490,000 as proposed by the Audit Committee.

Agenda 7: To approve Directors’ remuneration

(Required vote : More than two-thirds (2/3) of the total number of votes of the shareholders present of the meeting.) Rationale: Clause 34 of the Company’s regulations requires that “The remuneration of the Board of Directors, if not provided herein, shall be determined in accordance with the resolutions of the Annual General Meeting of Shareholders, having at least a two-third (2/3) majority of votes of those members eligible and present to vote” The Remuneration Committee carefully studied criteria for remuneration, meeting allowance and annual bonus payment to be made to directors of state enterprises listed on the Stock Exchange of Thailand and scope of management and responsibilities of the directors who were required to closely supervise the Company’s policies and strategies to ensure competitiveness and sustainable growth. Also, the Committee was responsible for considering criteria for remuneration, meeting allowance and annual bonus payment of the Company on a fair and reasonable basis, in accordance with responsibilities and duties taken by the directors, a size of business and guidelines used in the same industry. The criteria for remuneration, meeting allowance and annual bonus payment for the directors was similar to that used by companies in the same industry. MCOT also had the burden to invest in program contents to increase the program popularity, attract more customers, and to boost its competitiveness. This would be the important source of revenue for MCOT. In the previous year, MCOT executives and staff members joined hands to reduce the Company’s cost, especially overtime cost and other operating expenses, which could be controlled effectively. The Board of Directors of MCOT has supervised and monitored the operation of MCOT, has given the advice, and has been involved in solving the business problems of MCOT, and has controlled the Company’s expenses efficiently and proficiently. However, since the operating performance of MCOT Plc. has not yet

-5- met the target, the Remuneration Committee was of the opinion that the criteria of compensation, meeting allowance, and annual bonus 2020 payment remained the same to those fixed in 2019. The payment of meeting allowance should not be more than 15 times/year as shown in Enclosure 5.

Opinion of the Board: The Board of Directors deems appropriate to propose to the 2020 Annual General Meeting of shareholders for consideration and approval of directors’ remuneration, which consists of remuneration and meeting allowance for the year of 2020, and the criteria for bonus payment in 2020. The resolution of the Board of Directors of MCOT Plc. in respect with the suspension of bonus payment to its directors for the year of 2019 due to the Company’s losses would be also proposed to the 2020 Annual General Meeting of Shareholders for acknowledgement.

Agenda 8: To the acknowledge the appointment new directors in replacement of those who resigned prior to the completion of their tenure and who are due to retired by rotation, and approve the appointment of the replacement directors

(Required vote : Majority vote of the shareholders present at the meeting and cast their votes) Rationale: 1. The Board of Directors of MCOT Plc. consists of 13 members. From April 2019 (after the 2019 Annual General Meeting of Shareholders of MCOT Plc.), 6 directors resigned from directorship prior to the completion of their tenure, and another 3 directors reached the compulsory retirement age of 65 years in accordance with the Act on Standard Qualification of Committee Members and Officials of State Enterprise, B.E. 2518 and amendments as listed below.

Name - Surname Terminate 1. Mr. Jirachai Moontongroy Director Resigned on May 9, 2019 2. Miss Sirikul Laukaikul Independent Director Resigned on September 30, 2019 3. Mrs. Pantip Sripimol Director Resigned on October 1, 2019 4. Mr. Veerasak Kositpaisal Independent Director 65 Years on June 18, 2019 5. Mrs. Patareeya Benjapolchai Independent Director 65 Years on May 31, 2019 6. Mr. Thawatchai Arunyik Independent Director 65 Years on March 29, 2020 7. Mr.Piset Chiyasak Independent Director Resigned on June 10, 2020 8. Professor Parichart Sthapitanonda Independent Director Resigned on June 12, 2020 9. Mr.Montri Sanghirun Independent Director Resigned on June 12, 2020 10. Mr. Thanawat Sungthong Independent Director Resigned on June 26, 2020

The Nomination Committee has sought for the Company’s directors from the Directors’ Pool and the list of professionals in various areas by taking into acoount knowledge, skills, expertise, and experience most relevant and needed by the Company, which shall give the ultimate interest to MCOT’s operation and development. The qualifications of each director must also comply with the Company’s regulations and other related applicable laws. The nomination procedure is carried out in accordanace with the Rule of the Office of the Prime Minister on State Enterprise Supervision and Policy, B.E. 2557 (2014) together with the guideline and procedure on appointing state enterprise directors in compliance with the resolution of the Cabinet’s Meetings on July 18, 2017 and August 6, 2019. Therefore, the Board of Directors of MCOT Plc. considered appointing the candidates nominated by the Nomination Committee to replace the directors who resigned prior to the completion of their tenure. Such nominated persons to be appointed shall have the term of office equivalent to the remaining term of office of the directors whom they replace as follows:

Directors to replace those who resigned prior to Board of Directors’ completion of tenure Resolution 1. Pol.Lt.Gen.Jatupol Panraksa No. 12/2019, November 12, 2019 to replace Mrs. Patareeya Benjapolchai will hold office until July, 2020 2. Mr.Sommai Lakananuruk No. 12/2019, November 12, 2019 to replace Mr. Jirachai Moontongroy will hold office until July, 2020 3. 3. Mrs.Rachadaporn Rajchataewindra No. 12/2019, November 12, 2019 to replace Mr.Veerasak Kositpaisal will hold office until April, 2021 4. Mrs.Pattaraporn Vorasaph No. 13/2019, December 16, 2019 to replace Mrs. Pantip Sripimol will hold office until July, 2020 5. Mr.Marut Buranasetkul No. 1/2020, January 10, 2020 to replace Miss Sirikul Laukaikul will hold office until April, 2022 At MCOT, we all work together towards a common goal of promoting transparency and anti-corruption to achieve sustainable development. MCOT has adopted an anti-corruption policy against all forms of corruption, which applies to any action taken by MCOT employees. For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.

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MCOT is in the process of nominating Directors to replace those who resigned prior to completion of their tenure, in compliane with the Company’s regulations and relating criteria. Therefore, the Company reserves the rights to nominate the Directors to replace the following Directors who resigned prior to completion of their tenure, so that the Board of Directors comprises 13 members. 1. Mr. Thawatchai Arunyik 65 Years on March 29, 2020 2. Mr.Piset Chiyasak Resigned on June 10, 2020 3. Professor Parichart Sthapitanonda Resigned on June 12, 2020 4. Mr. Thanawat Sungthong Resigned on June 26, 2020

Curriculum Vitae of the Directors appointed to replace those who resigned prior to the completion of their tenure are shown in (Enclosure 6).

2. Clause 38 of the Company’s Regulation requires that “In every annual general meeting of shareholders of the Company, one-thirds of the Company’s directors shall resign by rotation. Should the number of directors to be resigned by rotation not be divisible by three, the number of directors closest to one-thirds of all directors shall resign in the first year. In the second year of the registration from the Company, the directors are required to draw lots to determine as to who shall resign from the directorship. In the third and subsequent years, the longest-serving directors shall resign. Directors who resign by rotation may be re-elected and thus resume the office accordingly.”

At the 2020 Annual General Meeting of Shareholders of MCOT Public Company Limited. The longest-serving directors who shall retire by rotation are: 1) Pol.Lt.Gen.Jatupol Panraksa Independent Director 2) Mr.Sommai Lakananuruk Director 3) Mrs.Pattaraporn Vorasaph Director 4) Mr. Montri Sanghirun Independent Director

3. MCOT Plc. has announced the criteria of exercising rights by the shareholders to propose the agenda items, and to nominate appropriate candidates to be elected the Company’s directors at the 2020 Annual General Meeting of Shareholders from October 1 – December 31, 2019. After such determined period, no shareholders nominated any appropriate candidates, either via post, email, or facsimile, to be elected the Company’s directors in the 2020 Annual General Meeting of Shareholders.

4.The Nomination Committee has considered selecting the skillful and capable persons in conformity with the composition and qualifications of board members most relevant to the Company’s business operation (Skill Matrix). MCOT Plc. has complied with the regulations of the Office of the Prime Minister on State Enterprise Supervision and Policy, B.E. 2557 (2014) together with the guideline and procedure on appointing state enterprise directors in compliance with the resolution of the Cabinet dated August 6, 2019 and July 18, 2017 before proposing this to the Company’s Board of Directors for consideration and approval and further proposing it to the 2020 Annual General Meeting of Shareholders. MCOT Plc. shall announce a list of qualified persons as proposed by the Nomination Committee, and approved by the State Enterprise Policy Ofice to be elected the Directors prior to the Annual General Meeting of Shareholders in order that the 2020 Annual General Meeting of Shareholders to be held on July 29, 2020 consider and elect the directors of MCOT Plc. to replace those retiring by rotation.

Opinion of the Board: The Board of Directors deems appropriate to propose to the Annual General Meeting of Shareholdrs as follow : 1. To acknowledge the appointment of directors to replace those who resigned prior to the completion of their tenure. 2. To acknowledge the directors who retire by rotation, and to elect the directors to replace those retiring by rotation. The nominated paersons, as proposed by the Nomination Committee, are qualified for business operations of MCOT.

Agenda 9: Others (if any) Rationale: To enable the shareholders to raise questions and/or share opinions to the Board of Directors (if any), and/or to enable the Board of Directors to clarify any questions raised by the shareholders. Any other items shall not be proposed to the Meeting for approval or votes in this agenda. MCOT Plc. fixes the list of shareholders eligible to the 2020 Annual General Meeting (Record Date) on Wednesday, June 10, 2020.

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We cordially invite all shareholders to attend the Meeting on the date, time and venue specified above.The registration starts at 10.00 hrs. Neither lunchbox nor beverages will be provided to shareholders or attendees. The Company has adopted a policy not to give a souvenir to its sharehodlers at the Meeting. If a shareholder wishes to delegate any independent director or other person as proxy to attend and vote at the Meeting on your behalf, please complete and sign in the enclosed Proxy Form A, B or C (Enclosure 7). The completed Proxy Form must be submitted together with other required documents to MCOT Plc. prior to the meeting date (For your convenience, please submit your Proxy Form and other required documents to the Company at least one day prior to the meeting date). The Company reserves the right to refuse the registration of any shareholders who provides incomplete and inaccurate documents.

Yours Sincerely,

Pol.Lt.Gen.

(Jatupol Panraksa) Chairman of the Board of Directors MCOT Public Company Limited

Corporate Secretary Department Tel. +66 (0) 2201 6454, +66 (0) 2201 6491, +66 (0) 2201 6151 Fax: +66 (0) 2245 1854

Remarks: 1. MCOT Public Company Limited has posted the notification of the 2020 Annual General Meeting of Shareholders together with Enclosures and Proxy Forms on the Company’s website at www.mcot.net/ir. 2. In promoting the adoption of sound corporate governance practices, the Company has developed an inquiry submission system to enable shareholders to submit to the Company their inquiries regarding the agenda of the meeting in advance. (Enclosure 10) 3. For your convenience, please bring the Registration Form (Enclosure 12) to the Meeting.

Precautionary Measures and Guidelines for attending the Meeting of Shareholders during the outbreak of Coronavirus 2019 (COVID-19)

Due to the ongoing situation of COVID-19 in Thailand , MCOT is concerned over the risk of the infection at the shareholders’ meeting. MCOT, therefore, kindly asks shareholders to be informed and cooperate with the following measures: 1. Request for Shareholders’ cooperation to giving a proxy to MCOT’s Independent Director to attend the meeting on behalf of Shareholders. To prevent and reduce the risk of spreading possibility of COVID-19 virus from the crowding of shareholders on the meeting day, MCOT asks for Shareholders’ kind cooperation to grant a proxy to MCOT’s Independent Director to attend the meeting. By sending the proxy form to Corporate Secretary Department, MCOT Plc. 63/1 Rama9 Road, Huaykwang Bangkok 10310 2. Shareholders are welcome to submit relevant questions regarding the meeting and agenda items prior to the meeting date through :Corporate Secretary Department, MCOT 63/1 Rama9 Road, Huaykwang Bangkok 10310, website : www.mcot.net/ir or e-mail : [email protected] 3. In the case that any shareholder or proxy-holder still wants to attend in person, MCOT would like to request attendees for cooperation to follow MCOT’s measures as follows: 3.1 MCOT shall conduct health screening, in compliance with the guidelines of Department of Disease Control, at the meeting entrance. For those being identified with respiratory symptom, MCOT reserves the right to deny entry into the meeting. In case that the aforementioned shareholder present at the venue, such shareholder may grant a proxy to MCOT’s Independent Director to attend and cast the vote at the meeting or cast the vote prior to the meeting . Each attendee will be required to stand at any line for health screening, documents check and registration, with 1.5 meters space from each other. 3.2 Attendees will be assigned to a seat with appropriate social distancing from each other. This will significantly reduce or limit the number of seats available in the meeting venue. The Company reserves the right to arrange seating on a first-come-first-served basis. Each attendee will be assigned a seating number and required to sit as specified for the sake of the disease prevention or following up in case of any unforeseen circumstances. When the seats are fully occupied, no more shareholders or attendees will be allowed to enter the meeting venue. Therefore, shareholders who attend the meeting in persons, are required to grant proxy to the Company’s Independent Directors to attend the Meeting instead of participating in persons. 3.3 The venue will be sanitized and cleaned with ozone sterilization and alcohol prior to the meeting. Attendees will be asked to wear a face mask at all time and clean their hands with soap and alcohol gel before and after the meeting or when touching, in order to reduce the spread of diseases. 3.4 To mitigate the risk of the disease spread, NO microphones will be provided at the meeting room. Attendees can submit their questions in writing at the registration point or at the meeting room, instead of using microphones. The Meeting will be conducted within 2 hours with the limit of 5 questions for each agenda. All unanswered questions will later be answered and published on the Company’s website. 4. Neither lunchbox nor coffee or tea will be served at the meeting venue in order to minimize personal direct contact and spread of the disease. 5. The printed version the 2020 Annual Report and Sustianability Report are not available at the meeting venue to avoid personal contact for safety and good hygiene of shareholders. 6. Attendees are required to fill in the form for health screening for being infected or possibly infected of Coronavirus Disease 2019 (COVID-19). Please note that concealment of health information or traveling record could be considered a violation of the Communicable Diseases Act B.E. 2558. Attendees must grant concession to MCOT to exercise any rights in accordance with the relating laws and measures. In case that attendees fail to comply with the measures, MCOT reserves the rights to forbid such attendees from participating in the meeting and to assign a proxy person. 7. To facilitate shareholders unable to attend the meeting, MCOT will strem live the meeting on a private Facebook page. Shareholders are required follow one of the following instructions: Instruction 1: 1. Scan the QR code to join “Annual Genernal Meeting 2020-MCOT” 2. Fill in name, surname , registered shareholder number and ID number, from this day on until July 28, 2020 at 17.00 hrs.

Remarks: Live streaming is available on July 29, 2020 at 13.30 hrs.

Instruction 2: 1. Log in to Facebook and type “Annual General Meeting 2020-MCOT” in the search box and join the group. 2. Fill in name, surname, registered shareholder number and ID number, from this day on until July 28, 2020 at 17.00 hrs. Remarks: Live streaming is available on July 29, 2020 at 13.30 hrs. Shareholders can request further information or submit inquiries by sending an e-mail to [email protected]. The entire meeting will be recorded and posted on the Company’s website: www.mcot.net/ir. 8. If there are any changes in the situation or additional AGM-related measures from the Government Official, the Company will inform Shareholders via the Company’s website (www.mcot.net/ir) If there are many attendees arriving at the same time, which may cause a delay in screening and registration, MCOT hereby apologizes for the inconvenience.

Enclosure 1

Minutes of the 2019 Annual General Meeting of Shareholders of MCOT Public Company Limited on Thursday, April 25, 2019 at Auditorium, Cyber World Tower, 10th Floor 90 Ratchada-Pisek Road, Huaykwang, Bangkok 10310 ------

The directors present at the Meeting

1. General Chatchalerm Chalermsukha Chairman of the Board of Directors 2. Mr. Veerasak Kositpaisal Vice Chairman and Chairman of Corporate Governance Committee 3. Mr. Jirachai Moontongroy Director and Chairman of Labor Relations Committee 4. Mrs. Pantip Sripimol Director and Chairman of Risk Management Committee 5. Mr. Thanawat Sungthong Independent Director and Chairman of Nomination Committee 6. Mrs. Patareeya Benjapolchai Independent Director and Chairman of Audit Committee 7. Professor Parichart Sthapitanonda Independent Director and Member of the Audit Committee 8. Mr. Suvit Nakperayuth Independent Director and Member of the Audit Committee 9. Mr. Piset Chiyasak Director and Member of Corporate Governance Committee 10. Mr. Montri Sanghirun Independent Director and Member of the Risk Management Committee 11. Miss Sirikul Laukaikul Independent Director and Chairman of Remuneration Committee 12. Mr. Thawatchai Arunyik Independent Director and Member of the Risk Management Committee 13. Mr. Kematat Paladesh Director and President

The directors absent from the Meeting - None

The executives present at the Meeting 1. Mr. Thanachai Wongthongsri Executive Vice President and Chief Corporate Support Officer 2. Mr. Nanthasit Leksrisakul Executive Vice President and Chief Strategy and Financial Officer

3. Mr. Petch Chinabutr Executive Vice President and Chief Marketing Officer 4. Ms. Thanaporn Thaweepanich Vice President, Corporate Secretary Department and Company Secretary

-2- Auditors of the Office of the Auditor General of Thailand (OAG) 1. Mrs. Sirin Phankasem Deputy Auditor General 2. Mrs. Pawanrat Veruwas Director, Financial Audit Office 1 3. Ms. Darunee Tirasmith Auditor, Professional Level 4. Ms. Piyathida Pongtepupatam Auditor, Practitioner Level

Shareholders present at the Meeting 1. The Ministry of Finance, holding 452,134,022 shares (Mr. Sutaruk Teechantuk, Director of the State Enterprise Development Bureau 2, Ministry of Finance was the proxy). 2. The Government Savings Bank, holding 78,865,978 shares (Ms. Nutya Kleeblumchiak, Assistant Vice President – Investment Business Department, was the proxy). 3. Other shareholders totaling 307, holding 25,380,715 shares.

The Meeting started at 13.30 hrs.

Gen. Chatchalerm Chalermsukh, Chairman of the Board of Directors of MCOT Plc., who acted as Chairman of the Meeting, informed the Meeting that there were 309 shareholders of which 211 shareholders present at the Meeting, holding 5,189,128 shares in total, and 98 shareholders assigning proxy holding 551,191,587 shares in total, totaling 556,380,715 shares, representing 80.9753 percent of total issued shares. 687,099,210 This constituted a quorum as required by the Company’s regulations, the Chairman, therefore, started the 2019 Annual Meeting of Shareholders of MCOT Public Company Limited. Before proceeding with the meeting agenda, the Chairman invited the Company’s largest shareholder to present and introduce himself to the Meeting.

Mr. Sutaruk Teechantuk, Director of State Enterprise Development Bureau 2, Proxy of the Ministry of Finance, presented and introduced himself.

Gen. Chatchalerm Chalermsukh, Chairman, announced that the Company’s Board of Directors currently consisted of 13 members in total. At present, there were 13 directors (100%) who have been in directorship. The directors present at the Meeting were listed below.

-3- 10. Mr. Montri Sanghirun Independent Director and Member of the Risk Management Committee 11. Miss Sirikul Laukaikul Independent Director and Chairman of the Remuneration Committee 12. Mr. Thawatchai Arunyik Independent Director and Member of Risk Management Committee 13. Mr. Kematat Paladesh Director and President

Mr. Kematat Paladesh, President, introduced senior executives, Company Secretary and auditors of the Office of the Auditor General of Thailand to the Meeting.

The Chairman, then, delegated Ms. Thanaporn Thaweepanich, Corporate Secretary, to inform the shareholders of the voting procedure and meeting rule.

Ms. Thanaporn Thaweepanich, Company Secretary, informed the Meeting that, in vote casting, one share shall be counted as one vote. Each shareholder shall have his/her votes at equal to total number of shares he/she holds or may be authorized. For the resolution of the Annual General Meeting of Shareholders in each agenda, a shareholder is eligible to cast his/her votes to either approve, or disapprove, or abstain from voting on the ballots. The Chairman, then, shall ask the Meeting to pass the resolution by asking the shareholders who cast their disapproval or abstention votes to raise their hands. The Company’s staff would collect all those ballots first, and the ballots of other shareholders casting their approval votes shall be collected later. After the vote counting, the voting results of each agenda item shall be announced to the Meeting, which are divided into 3 categories: approval, disapproval, and abstention, and shown by the percentage of shareholders required to pass the resolution. The vote counting shall include votes of all shareholders present at the Meeting, and votes by proxies. Only shares held by the shareholders registered to attend that particular agenda item shall be counted. For the agenda item regarding the election of directors, the voting results shall be announced by individuals. In case that a shareholder has an inquiry or wants to share his/her opinion about each agenda item, please inform the Company’s staff who stands by at the microphone. When permitted by the Chairman, the shareholder shall introduce himself/herself before raising questions or sharing opinions.

The Chairman informed that, for transparency of vote counting, MCOT Plc., he would ask two minor shareholders to be the independent vote counting witnesses. Such witnesses were: 1. Mr. Nikom Suapetch, Proxy of Mrs. Monta Kunwanna, Shareholder, proposed himself as the vote counting witness. 2. Ms. Varaporn Narkvilai, Proxy of Ms. Ubonwan Nontaboot, proposed herself as the vote counting witness. Then, the Chairman proceeded with the following meeting agenda.

Agenda 1: Report by the Chairman

The Chairman informed the Meeting that the Company allowed its minority shareholders to propose the agenda items to the Annual General Meeting of Shareholders, and to nominate candidates for the Company’s directors so as to comply with the Principle of Corporate Governance. MCOT Public Company Limited has notified the criteria of granting the shareholder’s rights to propose agenda items to the Annual General Meeting of Shareholders, including the nomination for directors of MCOT Public Company Limited via www.mcot.net/ir from October 1 - December 31, 2018.

-4- At the end of period permitting the shareholders to propose the agenda items to the 2019 Annual General Meeting of Shareholders, and to nominate candidates as the Company’s directors, no agenda items or a list of candidates to be nominated as the Company’s directors was proposed via post, e-mail or facsimile. To promote good corporate governance and to prioritize the Company’s shareholders, an inquiry system was provided so that the shareholders could submit their inquiries in advance regarding agenda items to the Annual General Meeting of Shareholders by post, e-mail, or facsimile from March 25 to April 5, 2019. At the end of such period, the inquiries were submitted by one shareholder, which would be identified by the President in Agenda 3: To acknowledge the Company’s 2018 operating results. The Company has already submitted all documents related to the Annual General Meeting of Shareholders to Thailand Securities Depository Company Limited to be delivered to all shareholders on March 27, 2019.

The Certification Committee approved the certified membership of MCOT Plc. for Private Sector Collective Action Coalition against Corruption for a period of 3 years, effective from May 25, 2017 – May 25, 2020. As such certification shall expire on May 25, 2020, MCOT Plc. would carry out the submission of an application to extend it (re-certification) in advance, in accordance with the procedures established by the CAC, at least 6 months prior to the expiration date of the certification.

Agenda 2: To adopt the Minutes of the 2018 Annual General Meeting of Shareholders held on Friday, April 20, 2018

The Chairman informed the Meeting that the Company prepared the minutes of the Annual General Meeting of Shareholders held on April 20, 2018, which was earlier submitted to the Stock Exchange of Thailand within 14 days as required by law. The minutes of meeting was also sent to the shareholders in advance together with other supporting documents for the Meeting. Such minutes were also sent to the commenting shareholders via registered postal service for consideration. In case that any shareholder wanted to correct such minutes, he/she was required to notify the Company within a period of 7 days. The shareholder’s correction for the minutes of meeting would be informed in the Meeting as well. However, if no shareholder wanted to correct such minutes, the Meeting would adopt and certify the minutes of the 2018 Annual General Meeting of Shareholders held on April 20, 2018.

The Chairman proposed the Meeting to pass the resolution to adopt the minutes of the 2018 Annual General Meeting of Shareholders.

Resolution: The Meeting considered the minutes of the 2018 Annual General Meeting of Shareholders held on April 20, 2018, and resolved to adopt such minutes by majority vote of the shareholders present at the meeting and cast their votes as following vote:

Approved 556,721,220 votes or 99.9999 Not Approved 0 votes or 0.0000 Abstained 230,900 votes or - Voided Ballot 501 votes or 0.0000

Agenda 3: To acknowledge the Company’s 2018 operating results (period between 1 January – 31 December 2018)

The Chairman delegated Mr. Kematat Paladesh, President, to report to the Meeting.

-5- Mr. Kematat Paladesh, President, informed the Meeting that, this agenda was a presentation of the Company’s performance report for a period between January 1 - December 31, 2018 according to the 2018 Annual Report and the 2018 Sustainable Development Report, which were delivered in a QR code format to shareholders earlier together with the Meeting Invitation to all shareholders for their additional comments. The Company’s performance report would be presented to the Meeting in the form of video presentation.

Mr. Komsingha Methaveekul, Shareholder, sent his email message via [email protected] to raise some inquiries. His inquiries were clarified below.

1. Progress of land development at Bang Phai The plot of land at Bang Phai was the location of MCOT Plc.’s radio tower in the AM system. At present, there were several development limitations as it was located deep in an alley. The Company’s management has considered purchasing the additional land to build the gateways of this land. It was expected that the land development at Bang Phai would start after the 70-Rai land development.

2. Progress of 2600 MHz band (MMDS) recalled by the NBTC On March 5, 2019, the National Broadcasting Telecommunications Commission (NBTC) passed the resolution to recall the 2600 MHz band for reallocation in the telecommunications business. Of the total, 154 MHz was recalled from the agency, which has held the spectrum, within 90 days. On April 19, 2019, MCOT Plc. sent a letter to the NBTC to retain the right in its utilization on the 2600 MHz (MMDS) under MCOT Plc.’s possession. 3. Operating result of MCOT Mart project MCOT Plc. has postponed the MCOT Mart project as few persons were interested in it. 4. Land development plan at Nong Khaem after the expiration of the Joint Operation Agreement with Bangkok Entertainment Company Limited Under the Joint Operation Agreement made with Bangkok Entertainment Company Limited, the assets, tools and equipment, and property would be returned to MCOT Plc. However, Bangkok Entertainment Company Limited desired to renew the land lease as it was now used for the drama filming location. For tools and equipment, a working group would be assigned to be in charge of considering the lease or sale and purchase of these tools and equipment. The conclusion would be made prior to the expiration of the Joint Operation Agreement in 2021. 5. Home Shopping program and SME program broadcast on Channel 14 MCOT Family. Home Shopping program and SME program broadcast on Channel 14 MCOT Family were the airtime rental. The rental was revised pursuant to sales volume and revenue sharing from sales of goods. 6. Revenues from the program production by Nine Entertainment for ONE Channel, and possibility in producing the entertainment programs for other TV channels.

MCOT Plc. placed the policy that its business units would be able to generate more revenues by being employed for the program production. This policy was first implemented by Nine Entertainment, which was ready to produce the entertainment news program for ONE Channel in the form of short-term contract, which would expire in April 2019. Nine Entertainment teamwork would improve its operation to further have a new platform that would be consistent with MCOT Plc.’s corporate strategy as well.

Mr. Chatree Charoennoung, Sharholder, inquired as follows: 1. The amount of payment to Mass Rapid Transit Authority of Thailand (MRTA) to open the gateway of the 50-Rai land. 2. Income from MCOT Plc.’s land lease to CKST Joint Venture (consortium awarded for the construction of the orange-line electric rail route) for certain areas of the 50-Rai land.

-6- 3. The cost appraisal for 50-Rai land and 20-Rai land of MCOT Plc.

Mr. Kematat Paladesh, President, give the explanations as follows: 1. There were 2 gateways for the 50-Rai land. The first gateway was located at Watthanatham Road, where was the land possessed by the State Railway of Thailand (SRT), but it has been leased by the private company in a long-term lease. MCOT Plc. has been negotiating with the SRT and the private company who was the lessee. Up to now, no agreement has been made yet. For the second gateway located at Thium Ruam Mitr Road, MCOT Plc. and the MRTA has already extinguished the easement of the car passage noted on the back-side of the title deed of this 50-Rai plot of land so as to ensure that the project development could be initiated without any structures to be built over the car passage in the future. 2. MCOT Plc. would have earned some revenues from the land lease granted to CKST Joint Venture for a period of 1.6 years and a period of 3 years in the total amount of Baht 25.5 million with a condition that, upon the expiration of this land lease contract, CKST Joint Venture would carry out the landfill work for the entire plot of land without any charges. This helped save MCOT’s budget for not less than Baht 30 million. 3. The present appraisal price of the 50-Rai land was approximately Baht 5 billion, and the appraisal price of the 20-Rai land where MCOT Plc.’s head office was located was approximately Baht 4 billion.

Mr. Seksan Supasang, Shareholder, had the following comments and inquiries: 1. The Company should ask the shareholders if they wanted the financial statements and annual report in a hard copy form. Then, the hard copies of these documents would be handed to them on the meeting date. 2. It was admirable that the Board of Directors and Management of MCOT Plc. have tried their best to reduce the amount of losses in 2018, that is, from over Baht 2 billion in 2017 to over Baht 300 million in 2018. However, subject to the details stated in the 2017 financial statements, most losses came from the asset impairment. How would MCOT Plc. utilize its existing assets effectively? 3. A tangible plan for revenue increase and cost reduction that would not give impact to MCOT staffs, together with an action plan to reduce some losses from the television business, and a supporting plan to operate the radio business in the future. 4. The direction for the provision of digital terrestrial television network service.

Mr. Kematat Paladesh, President, gave the explanations about the income generating model as classified by business units as follows: 1. Television business – To focus on cost reduction in respect with the content production, content improvement for programs produced by the Company, and seeking for business alliances for a joint program production in order to achieve better rating. In the meantime, the production cost would be controlled under a fixed budget. More revenues would be generated from both government and private sectors. 2. Radio business – To offer other new presentation platforms to respond to the listeners’ changing behaviors, e.g. online radio, creation of applications, creation of contents in forms of video and Podcast in order that the radio programs could reach all target groups, and approach more listeners. 3. Digital terrestrial television business – To wait for clarification from the NBTC after the Order of the Head of National Council for Peace and Order (NCPO), No. 4/2562.

The Chairman gave the explanations that MCOT Plc. has earlier informed all shareholders about the request for the Auditor’s Report and Financial Statements, Annual Report for Year 2018, and Sustainability Report for Year 2018 in a hard copy form. The form of requesting for such

-7- documents was also enclosed in the Notice to the Meeting delivered to all shareholders in advance. However, the shareholders present at the Meeting today could make an additional request for those documents.

Mr. Viroj Songwattana, Shareholder, raised the following inquiries: 1. Legal restrictions in land development for other businesses apart from the mass media business of MCOT Plc. 2. Advantages and disadvantages of returning the digital terrestrial television license.

Mr. Kematat Paladesh, President, informed the 1. The 50-Rai land was under possession of MCOT Plc., which could be utilized in its business undertaking. However, the investors’ interest, environment, and national strategy would be taken into account as well. MCOT Plc., in collaboration with the Office of Knowledge Management and Development (Public Organization) (OKMD), has allocated certain areas at Zone C, which was close to Thailand’s Cultural Center, to establish the “National Learning Center” (NKC). For areas at Zone A and Zone B, the Company’s consultant would propose a brief summary to the Board of Directors for consideration before taking further actions. 2. The return of digital terrestrial television license would be beneficial for any television channels incapable of generating the income or earning the profit. However, every television operator had to wait for the precise rule on the compensation payment by the NBTC. The big picture of the digital television industry had to be considered in decision-making as well.

Mr. Chatree Charoennoung, Sharholder, shared his opinion that, according to the news report on the return of the digital terrestrial television license, any licensees might inform the NBTC of returning their licenses within the determined period. The NBTC would permit these licensees to return their licenses when the NBTC provided the precise rule on compensation.

Ms. Patcharin Charnmetha, Shareholder, raised the following inquiries: 1. The reason of setting aside the allowance for asset impairment in respect with the digital terrestrial television license in 2017 amounting to Baht 2 billion; it was not the allowance set aside on the yearly basis like the payment of license fee made in installments. 2. Impact from the recall of the 2600 MHz band by the NBTC.

Mrs. Patareeya Benjapolchai, Director, as the Chairman of the Audit Committee, gave the explanations that setting aside the allowance for asset impairment relied on the accounting standards, that is, the prospect of receiving returns of the assets had to be assessed every year so as to have the actual asset value. If it was likely that such asset might give the unsatisfactory returns, the Company would set aside the impairment of such asset. For several media operators making investment in licenses, they have set aside the allowance for impairment since 2016-2017. MCOT Plc., in 2017, has set aside the allowance for impairment of two digital terrestrial television licenses, and broadcasting and terrestrial television network equipment amounting to Baht 2,087 million in total. Therefore, the allowance for impairment of such assets could be reversed to be the Company’s income once it earned the profit in the future.

Mr. Seksan Supasang, Shareholder, had a comment that MCOT Plc. should speed up the development of land plots nationwide as possessed by MCOT Plc. so that the general people could utilize them as MCOT Plc. was the state-owned media.

-8- Mr. Kematat Paladesh, President, gave the explanations as follows: 1. The 2600 MHz band (MMDS) has not yet generated the revenues for MCOT Plc. However, the NBTC determined at the initial stage that the compensation, opportunity cost, and severance in returning such spectrum would be paid to the spectrum holders. Up to now, the commission established by the NBTC has been determining the rule on this matter. 2. The 700 MHz band was, at present, the spectrum used by the digital terrestrial television licensees in broadcasting through their network (BNO). Now, there were 4 network operators for 5 MUX. If the digital terrestrial television licenses were returned, the network of the broadcasting and television service providers would be available. The operators now waited for precise remedy rules from the NBTC.

Mr. Viroj Songwattana, Shareholder, raised the question about the time of beginning the 50-Rai land project.

Mr. Kematat Paladesh, President, explained that the Company’s consultant has already arranged the market sounding/public hearing with the investors and other stakeholders. The draft study report on development in 50-Rai and 20-Rai plots of land have already been proposed to the Management and the Board of Directors. MCOT Plc. would report this matter to the Ministry of Finance for acknowledgement. After that, MCOT Plc. would allow any interested investors or private sector to propose the projects before further considering other joint investors. The consultant assessed that MCOT Plc. would receive the returns from the aforesaid land development for more than 10 percent of land value. It was expected that the exact joint investors would be sought around the beginning of 2020.

Mr. Chatchai Wongkaewcharoen, Proxy, raised the following inquiries and comments: 1. The negotiation power between MCOT Plc. and the NBTC in recalling the 2600 MHz band (MMDS), and paying for damages to MCOT Plc.’s parties if the NBTC would pay for the remedy cost to MCOT Plc. from the recall of such spectrum. 2. The possibility of returning the licenses for digital terrestrial television broadcast network and facility services. 3. The reversal of the allowance for impairment of digital terrestrial television licenses in case that MCOT Plc. needed not to pay for the license fee in Installment 5 and 6. Mr. Kematat Paladesh, President, gave the explanations as follows: 1. MCOT Plc. sent the objection letter to the NBTC on April 19, 2019 for the case of recalling the 2600 MHz band. The business operation on the 2600 MHz band by MCOT Plc. and its parties has, previously, confronted some restrictions about licenses and technological changes. However, MCOT Plc. has engaged the legal advisor to take actions about such recall of spectrum, as well as payments of remedies and compensation to MCOT Plc. and its parties. MCOT Plc. would negotiate with the NBTC so that MCOT Plc. and its stakeholders obtained the best interest. 2. MCOT Plc. was only one state enterprise as a listed company licensed to operate the digital terrestrial television broadcast network and facility services (BNO) whereas its investment was not subsidized by the government. At present, there were some problems that the clients have not yet used all channels, and some clients have not yet paid for the network service. As a result, MCOT Plc. tended to suffer the high amount of losses. In addition, in next 9 years, the digital television business might be changed by new technologies. Therefore, MCOT Plc. would consider the return of such licenses carefully for its best interest.

Mrs. Patareeya Benjapolchai, Director, as the Chairman of the Audit Committee, gave the explanations that as the NBTC waived the fee payment for the license to operate the digital terrestrial television for licensees in 2 installments; MCOT Plc. had no burden to pay the license fee. In the future, if MCOT Plc. earned more revenues from the television business and, after the

-9- yearly revision, it would cover the assets estimated for impairment, the Audit Committee might discuss with the auditor to reverse such recognized impairment to be the revenue.

Mr. Ampon Songcharin, Shareholder, inquired about some details as stated in the Auditor’s Report and financial statements of MCOT Plc. for the year ended December 31, 2018 as follows: 1. Liquidity – When taking into account the accounting transactions in respect with cash and cash equivalents by comparing with expenses listed as follows: 1.1 Trade and other current payables in accordance with the Statement of Financial Position in the Separate Financial Statements as of December 31, 2018 1.2 Employee benefit obligations for severance and retirement indemnities in accordance with Note 28 of the Notes to the Financial Statements. 2. Impairment of network equipment and television broadcasting facilities and spectrum licenses for digital terrestrial television according to the Auditor’s opinion and Note4, 17 and 18 to the Financial Statements. 3. Setting-up of allowance for impairment of the investment in SeedMCOT Company Limited, subsidiary, according to Note 13 to the Financial Statements. 4. Operation direction to make the operating performance of Panorama Worldwide Company Limited earn the profit, as well as other details about long-term loans to related businesses to be repaid within one year and over one year in accordance with Note 38(f) to the Financial Statements. 5. Solution guidelines for deferred tax assets so that the Company would have the sufficient taxable profit in the future to allow the temporary differences and unused tax losses to be utilized in accordance with Note 19 to the Financial Statements. 6. Management for trade receivables outstanding over 2 years, and allowance for doubtful accounts in accordance with Note 8 to the Financial Statements. 7. Reason of setting higher accrued income from Baht 56.85 million in 2017 to Baht 175.71 million in 2018 in accordance with Note 10 to the Financial Statements. 8. Details of cash payments for the maintenance of building and purchase of equipment in accordance with the Statements of Cash Flows in the separate statements as of December 31, 2018. 9. Commitment and contingent liabilities for cases under consideration of the Court of Appeal with the high ground of action in accordance with Note 41 to the Financial Statements. 10. Progress of negotiations about the gateways of the 50-Rai land, and the guideline of solving the public aqueduct close to the 50-Rai land. 11. Management guideline of accepting the assets returned by Bangkok Entertainment Company Limited (BEC). 12. Planning and supervising the internal audit system of MCOT Plc.

Mrs. Patareeya Benjapolchai, Director, as the Chairman of the Audit Committee, gave the explanations as follows: 1. The Office of Internal Audit has relied on the COSO principle in analyzing the corporate risks, and designing the audit plan for major risks. The auditing report has been proposed to the Audit Committee on a monthly basis, and to the Board of Directors of MCOT Plc. on a quarterly basis. The Board, then, would assign the Management to take actions on matters they related to by improving any major corporate risks. 2. The media industry, at present, has had the intense competition, and took effect to the operating performance of MCOT Plc. Therefore, the Company’s auditor was of opinion that the network equipment and television broadcasting facilities and spectrum licenses for digital terrestrial television should be impaired. This impairment was in line with the accounting principle.

-10- Mr. Nanthasit Leksrisakul, Executive Vice President and Chief Strategy and Financial Officer, gave the explanations as follows: 1. The decrease of cash and cash equivalents came from 2 main reasons: 1.1 Investment in the project equipment to provide the broadcasting and digital terrestrial television network and facility services between networks, which were in conformity with the work plan and rule of the NBTC. 1.2 Deposits under pledge to guarantee the issuance of the bank guarantee by financial institutions for the license to operate the digital terrestrial television in accordance with the rule of the NBTC caused MCOT Plc. to bear some interest. However, the Order of the Head of National Council for Peace and Order (NCPO), No. 4/2562 waiving the payment of certain remaining licensing fees for licensees who choose to continue their digital terrestrial television operation for Installment 5 and 6 whereas the NBTC would return such bank guarantee to MCOT Plc., which would be further cancelled with the banks. 2. Employee benefit obligations for both cases were calculated by a qualified actuary under the accounting standard. As at 31 December 2018, 12-month fixed deposits at bank in the consolidated and separate financial statements of the Company amounted to Baht 565.59 million in accordance with Note 12 to the Financial Statements. These deposits consisted of Baht 108.99 million pledged as collateral for the issuance of a full letter of guarantee with a financial institution, and Baht 456.60 million to maintain a deposit balance of staff loans under a special interest rate from the bank. Therefore, in case that MCOT Plc. confronted any liquidity problem, these deposits might be utilized. However, the Company’s staffs who have received this privilege might be affected from a higher interest rate with longer repayment period and unchanged number of installments. 3. MCOT estimated and set up the allowance for impairment of investment in SeedMCOT Company Limited. At present, the Company has been negotiating with the debtors for debt repayment. 4. As Panorama Worldwide Company Limited has failed to improve its operating effectiveness and to gain the profit, MCOT Plc. ordered it to suspend or stop all transactions, and to end all remaining transactions with the clients. The Company would further consider using this company to operate other business. Regarding the long-term loans to the related party to be repaid within 1 year amounting to Baht 3.5 million and over 1 year amounting to Baht 3 million, they were granted to Panorama Worldwide Company Limited for liquidity in its operating activities. Panorama Worldwide Company Limited has still paid the interest at a rate of MLR 7.5 percent per annum. Upon its liquidation, all remaining valuable assets would be sold for its debt repayment, and allowance for doubtful accounts. 5. Trade receivables which were outstanding over 2 years in accordance with Note 8 to the Financial Statements came from: 5.1 Unpaid compensation for Must Carry expenses to be paid by the NBTC. 5.2 Outstanding amount of almost trade receivables on the broadcasting and digital terrestrial television network (MUX) have been negotiated. Some outstanding amount would be paid by the end of April and May; as a result, the outstanding accounts would greatly decrease in 2019. 6. Assets of Bangkok Entertainment Company Limited consisted of: 6.1 Land at Nong Khaem, a large drama filming location, should be returned at the beginning of 2021. However, Bangkok Entertainment Company Limited (BEC) wanted to extend the rental period. At present, it was on process of searching an appraiser to assess the fair value. 6.2 For other devices, Bangkok Entertainment Company Limited (BEC) has, previously, supplied the additional devices to be in line with technological changes. These devices could be utilized to provide the digital terrestrial television service. Therefore, BEC negotiated to buy back these devices because the supply of new devices took time. For any devices in the analogue system, they were unusable, and would be sold as scrap iron.

-11- Resolution: The Meeting acknowledged the report on the Company’s operating results for the year of 2018 (for a period between January 1- December 31, 2018).

Agenda 4: To approve the Company’s financial statements and income statement for the year ended December 31, 2018 The Chairman delegated Mr. Nanthasit Leksrisakul, Executive Vice President and Chief Strategy and Financial Officer, to present the Company’s financial results to the Meeting. Mr. Nanthasit Leksrisakul, Executive Vice President and Chief Strategy and Financial Officer, reported the Company’s operating results for the year of 2018 as shown in the Financial Statements and Statement of Income of the Company for an accounting period ended 31 December 2018, which were reviewed and certified by the Office of the Auditor General of Thailand as the Company’s auditor, and previously delivered to the shareholders together with the Invitation Letter of this Meeting. The results were summarized below.

1. The Company’s Financial Statements as of 31 December 2018 The Company’s assets in the total of Baht 6,667 million, comprising: Current assets Baht 1,174 million Non-current assets Baht 5,493 million Liabilities Baht 3,031 million, comprising: Current liabilities Baht 1,070 million Non-current liabilities Baht 1,969 million Shareholders’ equity Baht 3,636 million

2. The Company’s Statement of Income for an accounting period from January 1 - December 31, 2018 The Company’s income totaled Baht 2,562 million, divided into: Revenues from television and radio operations Baht 2,036 million Revenues from joint operations Baht 401 million Additional income aside from agreement Baht 47 million Other income Baht 78 million

The Company’s expenses totaled Baht 2,892 million The Company’s net loss after tax Baht -378 million, divided into: Loss for owners of the parent company Baht -376 million Loss for non-controlling interests Baht -2 million and Loss per share at Baht -0.55 million

3. Cash flow as of December 31, 2018. The Company had cash and cash equivalents of Baht 245 million, temporary investment of Baht 66 million, so its cash flow totaled Baht 311 million.

The Chairman proposed the Meeting to approve the Company’s Financial Statements and Statement of Income for the year ended December 31, 2018.

Resolution: The Meeting resolved to approve the Company’s Financial Statements and Statement of Income for the year ended December 31, 2018 by majority vote of the shareholders present at the meeting and cast their votes as following vote:

Approved 556,885,109 votes or 99.9990 Not Approved 5,500 votes or 0.0009 Abstained 203,701 votes or - Voided Ballot 0 votes or 0.0000

-12- Agenda 5: To approve the omission of the 2018 dividend payment The Chairman delegated Mr. Nanthasit Leksrisakul, Executive Vice President and Chief Strategy and Financial Officer, to present the report omission of dividend payment for Year 2018 to the Meeting.

Mr. Nanthasit Leksrisakul, Executive Vice President and Chief Strategy and Financial Officer, reported the Meeting that the Board of Directors deemed it appropriate to propose to the 2018 Annual General Meeting of Shareholders for approval of the omission of dividend payment for the period between January 1 – December 31, 2018 since the Company’s operating result had some loss.

The Chairman proposed the Meeting of Shareholders to approve the omission of dividend payment for the year 2018.

Resolution: The Meeting approved the omission of dividend payment for Year 2018 by majority vote of the shareholders present at the meeting and cast their votes as following vote:

Approved 557,032,810 votes or 99.9929 Not Approved 39,000 votes or 0.0070 Abstained 22,500 votes or - Voided Ballot 0 votes or 0.0000

Agenda 6: To approve Directors’ remuneration

The Chairman, delegated Miss Sirikul Laukaikul, Director of MCOT Plc. as Chairman of the Remuneration Committee, to report to the Meeting.

Miss Sirikul Laukaikul, Director of MCOT Plc. as Chairman of the Remuneration Committee, reported to the Meeting that the Remuneration Committee carefully studied criteria for remuneration, meeting allowance and annual bonus payment to be made to directors of state enterprises listed on the Stock Exchange of Thailand and scope of management and responsibilities of the directors who were required to closely supervise the Company’s policies and strategies to ensure competitiveness and sustainable growth. Also, the Committee was responsible for considering criteria for remuneration, meeting allowance and annual bonus payment of the Company on a fair and reasonable basis, in accordance with responsibilities and duties taken by the directors, a size of business and guidelines used in the same industry. The criteria for remuneration, meeting allowance and annual bonus payment for the directors was similar to that used by companies in the same industry. However, MCOT Plc. still had the burden of investment in contents so as to boost popularity and to attract customers in order that it could compete with other TV channels, which would be an important channel for generating more revenues for the organization. The Board has supervised and monitored the operations, has given suggestions, has joined hands with the Management and staff in solving the business operation problems of MCOT Plc., and has controlled the Company’s cost for more effective and efficient operation. However, the Company’s operating performance in 2018 continued to suffer the loss.

The Remuneration Committee, therefore, considered that it deemed appropriate to formulate the criteria of remuneration, meeting allowance, and annual bonus payments, which should be the same to the criteria applied in 2018, that is, the meeting allowance payment would be made once a month. The

-12- details proposed to the 2019 Annual General Meeting of Shareholders for consideration were as follows:

1. Remuneration and meeting allowance for directors for Year 2019 2019 Committee / Subcommittees Remuneration Meeting Allowance (Monthly) (per meeting attended) 1. The Board of Directors - Chairman Baht 40,000.- Baht 15,000.- per month - Members Baht 20,000.- To be received once a month (in case of presence at the meeting only)

2. The Audit Committee Baht 12,500.- - Chairman Baht 10,000.- Baht 5,000.-/Month - Members

3. The Nomination Committee - Baht 10,000.-/Month

4. The Remuneration Committee - Baht 10,000.-/Month

5. The Risk Management Committee - Baht 10,000.-/Month

6. The Corporate Governance Committee - Baht 10,000.-/Month

7. The Labor Relations Committee - Baht 10,000.-/Month

8. Committees, sub-committees and - Baht 10,000.-/Month Working groups other than No.1-7 (Only directors appointed by the Board of Directors) Any director appointed as a member of more than 2 committees, sub-committees or working groups other than that of the Board of Directors (including No.2-8) shall receive the meeting allowances from only two committees. (Existing rate) Remuneration of members of the Board of Directors and the Audit Committee, who take up their position in the middle of the month shall be calculated in accordance with the length of their taking up position. The Chairman and Vice Chairman of each committee shall receive 25% and 12.5% additional Meeting allowance, respectively. 2. Other benefits -none-

3. Criteria of annual bonus payments to the Company’s Directors for the year 2019 The Remuneration Committee proposed the criteria for the payment for Directors’ annual bonus for the year 2019 in accordance with the principle approved for the year 2018, until there is a change as approved by the Shareholders’ Meeting. The details of the criteria are as follows:

-13-

Bonus for the Company's Directors for the year of 2018 Not more than 0.25% of the net profit and not more than Baht 500,000.-/ Directors’ Bonus Director In case MCOT receives less than 3.00 points in the state enterprise performance measurement, the bonus for Directors shall be proportionately adjusted as follows: - Less than 3.00 but not less than 2.50 points: the bonus for each director shall be reduced by 25%. - Less than 2.50 but not less than 2.00 points: the bonus for each director shall be reduced by 50%. The Chairman and Vice Chairman shall receive additional 25% and 12.5 % of bonus, respectively.

The annual bonus payments to the Company’s directors in 2019 shall be in line with the criteria approved by the 2018 Annual General Meeting of Shareholders on April 20, 2018. Since the Company still suffered some loss, and would make investments in its business operation, no bonus payment would be made to the directors.

Mr. Sutaruk Teechantuk, Proxy of the Ministry of Finance, explained that the meeting of the Council of Ministers held on April 24, 2019 took into account the proposal of the Ministry of Finance regarding the revision of payment rate and criteria on monthly remuneration and meeting allowance fee to state enterprise directors. Under the Cabinet’s resolution, it deemed appropriate to reduce the monthly remuneration of state enterprise directors, but to increase their meeting attendance fee in order to promote the work efficiency, motivate their performance of duties, and be consistent with roles, duties, and responsibilities of directors as required by law. The payment criteria were fixed by each state enterprise group. For those with a status of public limited company and being listed on the Stock Exchange of Thailand, the payment criteria would be in conformity with the resolution of the shareholders’ meeting. The Ministry of Finance as a major shareholder, has already considered the monthly remuneration and meeting attendance fee as proposed by the Board of Directors of MCOT Plc. in this agenda, and was of opinion that the proposed payment has not yet been consistent and in line with the Cabinet’s resolution on April 24, 2019. As a result, the Ministry of Finance was of opinion that it disagreed with the Company’s proposal in this agenda. In considering the directors’ remuneration, the Ministry of Finance would permit MCOT Plc. to further consider and carry out in accordance with the rules on shareholders’ meeting.

Mr. Seksan Supasang, Shareholder, shared his comments as follows: 1. He agreed with the Ministry of Finance as the major shareholder in proposing an increase of meeting attendance fee as the directors’ main duty was to attend the meetings. The shareholders holding one-thirds of all shares might propose to add an agenda for considering the new remuneration for the directors in this meeting so that the extraordinary general meeting of shareholders would not be convened. 2. He expected that MCOT Plc. would be able to earn the profit for its investment opportunities, and to reduce its operating cost appropriately so that the shareholders would receive the dividend payment in the next year.

The Chairman explained that an addition of meeting agenda could be done by shareholders holding one-thirds of total shares. However, based on the Principles of Good Corporate Governance, certain shareholders assigned their representatives in advance to cast votes, and the proxies had to perform actions as assigned. An addition of meeting agenda might impair the right of shareholders who cast their votes in advance.

-14- Mrs. Patareeya Benjapolchai, Director, as the Chairman of the Audit Committee, explained that the law permitted the shareholders to propose an addition of meeting agenda in the shareholders’ meeting, but this might be against the Principles of Good Corporate Governance whereas the Stock Exchange of Thailand was of opinion that an addition of meeting agenda without prior notice should not be done in the shareholders’ meeting. The Company should adhere to the documents for the shareholders’ meeting delivered in advance to all shareholders who have already shared their comments and cast votes by proxy.

Mr. Viroj Songwattana, Shareholder, raised his comment that an addition of meeting agenda should not be done unless the shareholders have been informed in advance. This agenda should be voted according to the documents delivered to the shareholders earlier.

Mr. Suvit Mingmol, Shareholder, shared his comment as follows: 1. He extended his gratitude to this Board of Directors all sacrifice and contributions in working. 2. MCOT Plc. was a state-owned media organization and its major shares have been held by the Ministry of Finance. When MCOT Plc. has been affected by the unfair law; this impacted its shareholders as well. The best solution was the law amendment in order that it was consistent with facts under the parliament process. 3. The consideration for directors’ remuneration in this agenda should meet a conclusion to ensure that the Board’s sacrifice in working would be awarded, but everything had to rely on the Principles of Good Corporate Governance.

The Chairman, proposed the Meeting to approve the remuneration for the Company’s directors for the year of 2019, and bonus payment criteria for the year of 2019, until there is a change as approved by the Shareholders’ Meeting as proposed by the Remuneration Committee.

Resolution: The Meeting acknowledged the omission of the directors’ bonus payment for the year of 2018 due to the Company’s operating losses, and disapproved the directors’ remuneration for the year of 2019 as proposed by the Company until a change has been made to the directors’ remuneration in accordance with the shareholders’ proposal by more than two-thirds of the total number of votes cast by the shareholders who were present at the Meeting. Approved 21,945,304 votes or 3.9392% Not Approved 535,065,156 votes or 96.0457% Abstained 83,582 votes or 0.0150% Voided Ballot 268 vote 0.0000%

As the Cabinet Meeting on April 24, 2019 passed the resolution for the revision of payment rate and criteria on monthly remuneration and meeting allowance fee to state enterprise directors; as a result, the remuneration for directors proposed by the Company was inconsistent with such resolution of the Cabinet. The Company would, therefore, take actions in accordance with the shareholders’ proposal and the Cabinet Meeting’s resolution.

Agenda 7: To approve the appointment of the Company’s Auditors and the determination of audit fee for Year 2019 and Year 2018. The Chairman, delegated Mrs. Patareeya Benjapolchai, Director as the Chairman of the Audit Committee, to report to the Meeting.

-15- Mrs. Patareeya Benjapolchai, Director, as the Chairman of the Audit Committee, reported the Meeting that the Regulation of the Ministry of Finance on Accounting and Financial Enterprises, B.E. 2548 (2005) prescribed that the OAG shall be appointed as the auditor of state-owned enterprises. As the OAG had neither relationship with nor any conflict of interest with the Company, executives, major shareholders or anyone related to such persons, the Audit Committee proposed the appointment of the OAG as the Auditor of the Company, which was a state enterprise, and it would receive the audit fee for the year of 2019 in the amount of Baht 1,900,000.

However, the Office of the Auditor General of Thailand did not serve as the independent auditor of any subsidiaries and associated companies of the Company as they were not the state enterprises, so they were able to appoint other independent accounting firms as auditors. In this regard, the Board of Directors would supervise those subsidiaries/associated companies to ensure that they would prepare and finalize their financial statements as scheduled.

However, the 2018 Annual General Meeting of Shareholders held on April 20, 2018 resolved the appointment of the Auditor of the Office of the Auditor General of Thailand as the Company’s Auditor, but the audit fee for the year of 2018 has not yet been fixed because this matter has been under decision by the authorities relating to the charging of audit fee in accordance with the Organic Act on State Audit, B.E. 2561. Later, on December 17, 2018, the Office of the Auditor General of Thailand informed of the opinion of the Office of the Council of State on collection of audit fee charges that “when the Office of the Auditor General of Thailand provides services in auditing and inspection or any other operations, it shall have the right to collect the fee charges in an amount permitted by Section 32(3) of the Organic Act on State Audit, B.E. 2561 (2018)”. Therefore, the audit fee charged to the Company for the year of 2018 was Baht 1,900,000.

Therefore, the appointment of the Office of the Auditor General of Thailand as the Company’s Auditor for the year of 2019 with the audit fee amounting to Baht 1,900,000, and the audit fee for the year of 2018 charged by the Office of the Auditor General of Thailand amounting to Baht 1,900,000 were proposed to the Meeting for consideration and approval.

The Office of the Auditor General of Thailand had neither relationship with nor any conflict of interest with the Company, executives, major shareholders or anyone related to such persons. The Company’s subsidiaries and associated companies were not the state enterprises, so they were able to appoint other independent accounting firms as auditors.

The Chairman proposed the Meeting to approve the appointment of the Company’s Auditor and audit fee for the year of 2019 and the payment of audit fee for the year of 2018. Resolution: The Meeting approved the appointment of the Office of the Auditor General of Thailand (AOG) as the Auditor of MCOT Plc., and the payment of audit fee amounting to Baht 1.9 million for the year of 2019, as well as the payment of audit fee amounting to Baht 1.9 million for the year of 2018 by majority voting of the shareholders who were present at the Meeting and entitled to cast votes.

Approved 557,050,810 votes or 99.9979% Not Approved 11,500 votes or 0.0020% Abstained 32,000 votes or - Voided Ballot 0 votes 0.0000%

Agenda 8: To consider the appointment of new directors in place of those who retire by rotation.

-16- The Chairman assigned Mr. Veerasak Kositpaisal, Vice Chairman, to act as Chairman of the Meeting. To comply with the Principles of Good Corporate Governance, the following directors who had the conflict of interest in this agenda would leave the meeting room during this agenda: 1) General Chatchalerm Chalermsukha Independent Director 2) Mr. Thanawat Sungthong Independent Director 3) Miss Sirikul Laukaikul Independent Director 4) Mr. Kematat Paladesh Director

Mr. Veerasak Kositpaisal, Vice Chairman, acted as Chairman of the Meeting. He informed the Meeting that Mr. Thanawat Sungthong , Chairman of the Nomination Committee, was one of the directors who have completed the term and had the interest in this agenda; therefore,

Mr. Jirachai Moontongroy, Director and a member of the Nomination Committee of MCOT Plc. would be assigned to present to the Meeting all related details about the appointment of directors to replace those who retired by rotation.

Mr. Jirachai Moontongroy, Director, report to the Meeting as stated below.

The Company’s Board of Directors consisted of 13 members. There were 4 directors who retired by rotation in this year, comprising: 1) General Chatchalerm Chalermsukha Independent Director 2) Mr. Thanawat Sungthong Independent Director 3) Miss Sirikul Laukaikul Independent Director 4) Mr. Kematat Paladesh Director

MCOT Plc. posted the announcement on its website inviting shareholders to propose candidates with appropriate qualifications to be nominated as the Company’s directors from October 1- December 31, 2018, but none of the candidates was proposed.

The Nomination Committee considered the qualifications and compositions of directors necessary for the business operation of MCOT Plc., and was of opinion that, at present, the media business had the tough competition. Meanwhile, the business operation in compliance with all regulations prescribed by any governing authorities necessarily depended on the continuity of business policy that had to be relevant to the circumstances and all related regulations. Knowledge and expertise in accordance with the composition and qualifications of directors were essential to the business operation of MCOT Plc. (skill matrix) where each director shall hold the qualifications with no prohibited characteristics as prescribed in the Company’s Articles of Association and related laws. The Nomination Committee has already followed the procedures required by all relevant laws, rules and regulations. The Nomination Committee deemed appropriate to nominate the following persons to the Annual General Meeting of Shareholders to be elected as the directors of MCOT Plc.:

1) Mr. Thanawat Sungthong Independent Director 2) Miss Sirikul Laukaikul Independent Director 3) Mr. Kematat Paladesh Director 4) Mr.Boonson Jenchaimahakoon Director

Persons in No. 1-3 are the directors who were nominated to be reappointed as directors for another tenure. Person No. 4 is a qualified person who is nominated according to his knowledge and abilities that would benefit the Company’s operations in conformity with components of the board of directors. The profiles of persons nominated as directors have been previously sent to the

-17- shareholders for consideration together with the Notice to the Annual General Meeting of Shareholders (Enclosure 5).

1) Mr. Thanawat Sungthong, Independent Director With skills and expertise in law and management, Mr. Thanawat has acted as the Chairman of the Nomination Committee, and as a member of the Risk Management Committee of MCOT Plc. At present, he is the Permanent law councillor of the Office of the Council of State, and the director of the National Housing Authority. His knowledge and experience would be applied to oversee and give advice on the operations of MCOT Plc. for its utmost interest. Throughout his director tenure, he has performed his duties appropriately, and has regularly attended the committee meetings.

2) Miss Sirikul Laukaikul, Independent Director With skills and expertise in management and business administration, strategic planning, and human resource management, she has acted as the Chairman of the Nomination Committee, and a member of the Corporate Strategy and Devleopment Sub-committee of MCOT Plc. At present, she is the director of Thai Airways International Plc. Her knowledge and experience would be applied to oversee and give advice on the operations of MCOT Plc. for its utmost interest. Throughout her director tenure, she has performed her duties appropriately, and has regularly attended the committee meetings.

3) Mr.Kematat Paladesh, Director With skills and expertise in management, business administration, and marketing, he has acted as the Vice Chairman of the Risk Management Committee, and a member of the Good Corporate Governance Committee of MCOT Plc. At present, he is the President of MCOT Plc. His knowledge and experience would be applied to oversee and give advice on the operation of MCOT Plc. for its utmost interest. Throughout his term of directorship and acting as the President, he has performed his duties appropriately, and has regularly attended the committee meetings.

4) Mr. Boonson Jenchaimahakoon, Director With skills and expertise in information technology, he has acted as the First Senior Executive Vice President, Information Technology Group, Government Saving Bank. His knowledge and experience would be applied to oversee and give advice on the operation of MCOT Plc. for its utmost interest.

Mr. Veerasak Kositpaisal, Vice Chairman, acted as Chairman of the Meeting. proposed the Meeting to consider the appointment of directors in place of those who retired by rotation. Resolution: The Meeting approved the appointment of the following directors to replace those 4 directors retiring by rotation, as proposed by the Nomination Committee, by majority voting of the shareholders who were present at the Meeting and entitled to cast votes.

1) Mr. Thanawat Sungthong Independent Director (to continue his tenure)

Approved 557,010,610 votes or 99.9903% Not Approved 53,500 votes or 0.0096% Abstained 30,200 votes or - Voided Ballot 0 votes 0.0000%

-18- 2) Miss Sirikul Laukaikul Independent Director (to continue her tenure)

Approved 555,933,260 votes or 99.9976% Not Approved 128,350 votes or 0.0230% Abstained 30,700 votes or - Voided Ballot 0 votes 0.0000%

3) Mr. Kematat Paladesh Director (to continue his tenure)

Approved 557,053,066 votes or 99.9987% Not Approved 7,044 votes or 0.0012% Abstained 34,200 votes or - Voided Ballot 0 votes 0.0000%

4) Mr. Boonson Jenchaimahakoon Director

Approved 557,066,048 votes or 99.9903% Not Approved 53,500 votes or 0.0096% Abstained 34,762 votes or - Voided Ballot 0 votes 0.0000%

The persons No. 1 – 3 were Directors who retired by rotation and they were re-appointed for another term. The person No. 4 was a qualified expert appointed to replace a director retiring after the expiration of directorship term.

Agenda 9: Others (if any)

Mr. Veerasak Kositpaisal, Vice Chairman, acted as Chairman of the Meeting. announced that this agenda permitted the shareholders to raise questions, concerns, or suggestions relating to the management of the Company’s operation.

Mr. Chatree Charoennoung, Sharholder, shared his opinion that the shareholders’ meeting place should be close to any elevated train station for convenience in travelling. Some lunch, not snacks, should be provided for shareholders present at the Meeting.

Mr. Seksan Supasang, Shareholder, had the following comments: 1. MCOT should prepare its Annual Report, and the Auditor’s Report and financial statements in a hard copy form for the shareholders present at the Meeting. 2. Supervision of good corporate governance, especially the conflict of interest, and disclosure of information materially taking effect to the organization. 3. Development guidelines for the 50-Rai land. The proposal submitted by the consultant from Thammasat University after the public hearing was interesting, especially changing this plot of land to be the ASIAN technological center and the internship center of the university.

Mr. Veerasak Kositpaisal, Vice Chairman, acted as Chairman of the Meeting, expressed his appreciation to all shareholders who shared opinions in various issues. He also appreciated the shareholders who volunteered to be the vote counting inspectors. He invited the vote counting inspectors to receive some souvenirs from the President of MCOT Plc. The Chairman also expressed his thanks to all of shareholders and proxies who have attended the Meeting.

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In summary, there were 248 shareholders who were present at the Meeting, and 115 proxies, or there were 363 shareholders in total, holding 557,094,310 shares or 81.0792 percent of total shares sold.

The Meeting was adjourned at 17.00 hrs.

Ms. Thanaporn Thaweepanich, Company Secretary, Minute Taker

(Mr. Kematat Paladesh) (Mr. Veerasak Kositpaisal) President Vice Chairman of the Board of Directors MCOT Public Company Limited MCOT Public Company Limited Chairman of the meeting

Minutes of the Extraordinary General Meeting of Shareholders No.1/2019 of MCOT Public Company Limited on Thursday, June 13, 2019 at Auditorium, Cyber World Tower, 10th Floor 90 Ratchada-Pisek Road, Huaykwang, Bangkok 10310 ------

Directors present at the Meeting

13. Mr. Veerasak Kositpaisal Vice Chairman and Chairman of Corporate Governance Committee 14. Mrs. Pantip Sripimol Director and Chairman of Risk Management Committee 15. Professor Parichart Sthapitanonda Independent Director and Member of the Audit Committee 16. Mr. Piset Chiyasak Independent Director and Member of Corporate Governance Committee 17. Mr. Montri Sanghirun Independent Director and Member of the Risk Management Committee 18. Miss Sirikul Laukaikul Independent Director and Chairman of Remuneration Committee 19. Mr. Thawatchai Arunyik Independent Director and Member of the Risk Management Committee 8. Mr. Kematat Paladesh Director and President

Directors absent from the Meeting 1. Mr. Thanawat Sungthong Independent Director and Chairman of Nomination Committee 2. Mr. Suvit Nakperayuth Independent Director and Member of the Audit Committee 3. Mr. Boonson Jenchaimahakoon Director

Executives present at the Meeting 5. Mr. Thanachai Wongthongsri Executive Vice President and Chief Corporate Support Officer 6. Mr. Nanthasit Leksrisakul Executive Vice President and Chief Strategy and Financial Officer 7. Ms. Thanaporn Thaweepanich Vice President, Corporate Secretary Department and Company Secretary

Shareholders present at the Meeting 1. The Ministry of Finance, holding 452,134,022 shares (Mr. Sornchai Krainara, State Enterprise Analyst, Senior Professional Level of the State Enterprise Policy Office was the proxy). 2. The Government Savings Bank, holding 78,865,978 shares (Ms. Warapa Rojrangsi, Executive Vice President – Investment Business Department, was the proxy). 3. Other 313shareholders, holding 13,313,143 shares.

The Meeting started at 09.30 hrs.

-1- Mr. Veerasak Kositpaisal, Vice Chairman of the Board of Directors of MCOT Plc., who acted as Chairman of the Meeting informed the Meeting that, up to now, the Board of Directors has not yet elected any director to be the Chairman of the Board. Therefore, as Vice Chairman of the Board, he would preside over the Extraordinary General Meeting of Shareholders, No. 1/2019 in accordance with Clause 49, paragraph two of the Company’s Article of Association that “The chairman of the board shall preside over the meeting. In the case where there is no chairman or the chairman of the board is not present at the meeting or is unable to perform his duty and if there exists a vice-chairman, the vice-chairman shall preside over the meeting…” to carry out the meeting today. At present, there were 236 shareholders of which 145 shareholders present at the Meeting, holding 543,263 shares in total, and 91 shareholders assigning proxy holding 543,223,283 shares in total, totaling 543,766,546 shares, representing 79.1395 percent of total issued shares. 687,099,210 This constituted a quorum as required by the Company’s regulations, the Chairman, therefore, started the Extraordinary General Meeting of Shareholders of MCOT Public Company Limited, No. 1/2019. Before proceeding with the meeting agenda, the Chairman invited the Company’s largest shareholder to present and introduce himself to the Meeting.

Mr. Sornchai Krainara, State Enterprise Analyst, Senior Professional Level of the State Enterprise Policy Office, presented and introduced himself.

Mr. Veerasak Kositpaisal, Vice Chairman of the Board of Directors of MCOT Plc., who acted as Chairman of the Meeting, announced that the Company’s Board of Directors currently consisted of 13 members in total. At present, there were 11 directors who have been in directorship and 8 out of them were present at the Meeting, representing 72.72% of all present directors, as listed below.

13. Mr. Veerasak Kositpaisal Vice Chairman and Chairman of Corporate Governance Committee 14. Mrs. Pantip Sripimol Director and Chairman of Risk Management Committee 15. Professor Parichart Sthapitanonda Independent Director and Member of the Audit Committee 16. Mr. Piset Chiyasak Director and Member of Corporate Governance Committee 17. Mr. Montri Sanghirun Independent Director and Member of the Risk Management Committee 18. Miss Sirikul Laukaikul Independent Director and Chairman of the Remuneration Committee 19. Mr. Thawatchai Arunyik Independent Director and Member of Risk Management Committee 8. Mr. Kematat Paladesh Director and President

There were 3 directors absent at the Meeting as listed below: 1. Mr. Thanawat Sungthong Occupied by the government affair 2. Mr. Suvit Nakperayuth Occupied by the government affair 3. Mr. Boonson Jenchaimahakoon Occupied by the government affair For another 2 directors; namely, 1. Mrs. Patareeya Benjapolchai, who vacated office on May 31, 2019 as she was at age of 65 years in accordance with the Standard Qualifications of State Enterprise Directors and Officials Act, B.E. 2518 and its amendments. 2. Mr. Jirachai Moontongroy, who resigned from his directorship on May 8, 2019.

-2- MCOT Plc. has reserved the right in retaining the number of 13 directors in conformity with the directors’ composition. The candidates with appropriate qualifications and no prohibited characteristics as imposed in the Company’s Article of Association shall be further nominated and appointed to replace the said two directors so that the board of directors shall consist of 13 members in total, and the shareholders would be further informed of this matter.

Mr. Kematat Paladesh, President, introduced senior executives and the Company Secretary to the Meeting.

Chairman of the meeting, then, delegated Ms.Thanaporn Thaweepanich, Company Secretary, to inform the shareholders of the voting procedure and meeting rule.

Ms. Thanaporn Thaweepanich, Company Secretary, informed the Meeting that, in vote casting, one share shall be counted as one vote. Each shareholder shall have his/her votes at equal to total number of shares he/she holds or may be authorized. For the resolution of the Extraordinary Annual General Meeting of Shareholders in each agenda, a shareholder is eligible to cast his/her votes to either approve, or disapprove, or abstain from voting on the ballots. The Chairman, then, shall ask the Meeting to pass the resolution by asking the shareholders who cast their disapproval or abstention votes to raise their hands. The Company’s staff would collect all those ballots first, and the ballots of other shareholders casting their approval votes shall be collected later. After the vote counting, the voting results of each agenda item shall be announced to the Meeting, which are divided into 3 categories: approval, disapproval, and abstention, and shown by the percentage of shareholders required to pass the resolution. The vote counting shall include votes of all shareholders present at the Meeting, and votes by proxies. Only shares held by the shareholders registered to attend that particular agenda item shall be counted. In case that a shareholder has an inquiry or wants to share his/her opinion about each agenda item, please inform the Company’s staff who stands by at the microphone. When permitted by the Chairman, the shareholder shall introduce himself/herself before raising questions or sharing opinions.

Chairman of the meeting informed that, for transparency of vote counting, MCOT Plc., he would ask two minor shareholders to be the independent vote counting witnesses. Such witnesses were: 1. Ms. Tipaporn Parksook, Shareholder, proposed herself as the vote counting witness. 2. Ms. Namphet Promwattanarak, Proxy of Mrs. Khanitha Wongsinwises, proposed herself as the vote counting witness. Then, the Chairman proceeded with the following meeting agenda items.

Agenda 1: Report by the Chairman 1. This Extraordinary General Meeting of Shareholders was convened today as a result of the Letter of the Ministry of Finance, who was the Company’s shareholder holding not less than 10 percent of total shares sold of the Company, dated May 13, 2019 regarding The Extraordinary General Meeting of Shareholders of MCOT Public Company Limited, No. 1/2019 where the Ministry of Finance has considered and was of opinion that to comply with the resolution of the Council of Ministers on April 24, 2019 by virtue of Clause 21 of the Article of Association of MCOT Public Company Limited, MCOT Plc. should take into account and fix the remuneration of its directors to be in accordance with the remuneration rules and rates based on such Cabinet’s resolution, and the said remuneration would be proposed to the Extraordinary General Meeting of Shareholders, No. 1/2519 for consideration and approval. Therefore, this Meeting was convened in accordance with Section 100 of the Public Limited Companies Act.

-3- The Notice to the Extraordinary General Meeting of Shareholders of MCOT Plc. has been posted via websites of the Company and the Stock Exchange of Thailand on May 29, 2019. Thailand Securities Depository Co., Ltd. as a registrar has delivered the documents of this Extraordinary General Meeting of Shareholders to every shareholder on June 5, 2019. 2. As the Company prioritized all shareholders, and promoted the good corporate governance, an inquiry system was provided so that the shareholders could submit their inquiries in advance regarding agenda items to the Extraordinary General Meeting of Shareholders via post, e- mail, or facsimile by June 10, 2019. After the deadline, the inquiries were submitted via email by one shareholder, Miss Supaporn Burananit, in respect with the projected income statement ended December 31, 2019 and other details about the Company’s income, cost of sales, expenses, and profit and loss as it could be disclosed after MCOT Plc. returned the digital TV license for Channel 14 to the NBTC. These inquiries would be further clarified by the President.

Mr. Kematat Paladesh, President, gave an explanation as follows: 1. The Meeting of Board of Directors of MCOT Plc., No. 5/2019 held on May 10, 2019 considered the matter proposed by the Company’s Management, and made decision that to maximize the interest for MCOT Plc. and all of its stakeholders, it approved MCOT Plc. to submit an official letter dated May 10, 2019 to the NBTC informing of MCOT’s intention to return the digital terrestrial television license in a standard definition (SD) in the category of children, youth, and family on Channel 14 MCOT Family. Despite this return of license, MCOT would continue to hold its standpoint in supporting and promoting children, youth, society and family via its all available media outlets. At the first stage, such return of license would cause MCOT Plc. to receive an amount of compensation whereas the payment of the remaining license fee for the 5th and 6th installments would be waived as well. However, MCOT Plc. would continue to perform the duty of broadcasting the said television channel in a standard definition in the category of children, youth, and family on Channel 14 MCOT Family until the National Broadcasting and Telecommunications Commission would approve such return of license, and fix the date for shutdown of the channel together with certain remedy measures to the service users to be provided by each licensee prior to the service shutdown. Therefore, MCOT Plc. has not yet been able to calculate the transaction size in accordance with the rule on entering into material transactions deemed as disposal of assets under the Notification of the Capital Market Supervisory Board. The Company would keep all of the shareholders informed when the NBTC sent the consideration outcome to the Company. 2. MCOT Plc. submitted an official letter dated June 11, 2019 to the Office of the NBTC to indicate the Company’s intention to return the 2536-2608 MHz and 2610-2690 MHz frequencies held by the Company. By this letter, MCOT Plc. asked the NBTC to consider some compensation to be paid to MCOT Plc. for recalling such frequencies according to the right in spectrum holding, as well as other potential business opportunity loss from utilizing such frequencies. However, the compensation for recalling such frequencies and loss of business opportunities had to be based on the right of individuals to be affected, either directly or indirectly, by such recall, which should be appropriate and equitable. The Company would keep all of the shareholders informed when the NBTC sent the consideration outcome to the Company.

Mr. Pitak Netpetcharachai, Shareholder, had the following inquiries and opinions: 1. The expected amount of compensation to be paid by the NBTC to MCOT Plc. from returning the digital terrestrial television license in a standard definition (SD) in the category of children, youth, and family on Channel 14 MCOT Family. 2. The compensation to the Company’s employees who would be affected by the return of the digital terrestrial television license.

-4- Mr. Kematat Paladesh, President, clarified as follows: 1. The NBTC would take into account the amount of compensation for the return of the digital terrestrial television license in a standard definition (SD) in the category of children, youth, and family on Channel 14 MCOT Family. In this regard, MCOT Plc. would submit all related documents to the NBTC for consideration in conformity with the specified rules. 2. The employees of MCOT Plc. who have performed their work on MCOT Family Channel 14 would be assigned to work in MCOT’s other departments.

Agenda 2: To approve directors’ remuneration

The Chairman, delegated Miss Sirikul Laukaikul, Director of MCOT Plc. as Chairman of the Remuneration Committee, to report to the Meeting.

Miss Sirikul Laukaikul, Director of MCOT Plc. as Chairman of the Remuneration Committee, reported to the Meeting that the Remuneration Committee has considered the criteria on payment of monthly remuneration and meeting allowance to directors in accordance with the Cabinet’s resolution on April 24, 2019 regarding the proposal to revise payment rates and rules on monthly remuneration and meeting allowance for state enterprise directors and other directors working in subcommittees or other working groups, and was of opinion that the principles of revising the remuneration for directors in accordance with Cabinet’s resolution on April 24, 2019 have focused on the meeting allowance rather than the monthly remuneration in order to motivate the directors to perform their duties, and to shift the directors’ efficacy in attending the meetings. The Board of Directors of MCOT Plc. has considered the proposal submitted by the Remuneration Committee, and was of opinion that it deemed appropriate to revise the payment of remuneration and meeting allowance for directors for the year of 2019 to be relevant to such Cabinet’s resolution. The details were proposed to the Extraordinary General Meeting of Shareholders, No. 1/2019 as follows:

1) Remuneration and meeting allowance for directors for the year of 2019

Committees /Subcommittees Year 2019 Monthly Meeting Allowance Remuneration (in case of attending the meeting only) 1) Board of Directors - Chairman 30,000 (revised) 20,000/month - Directors 15,000 (revised) not exceeding 15 meetings/year (in case of attending the meeting only) (revised)

2) The Audit Committee 5,000/month (unchanged) - Chairman 12,500 (unchanged) - Committee Members 10,000 (unchanged) 3) The Nomination Committee - 10,000/month (unchanged) 4) The Remuneration Committee - 10,000/month (unchanged) 5) The Risk Management Committee - 10,000/month (unchanged) 6) The Corporate Governance - 10,000/month (unchanged) Committee

-5- Committees /Subcommittees Year 2019 Monthly Meeting Allowance Remuneration (in case of attending the meeting only) 7) The Labor Relations Committee - 10,000/month (unchanged) 8) Subcommittees and Working - 10,000/month (unchanged) Groups Other than No.1) – 7) for directors appointed by the Board of Directors of MCOT Plc. only Any director of MCOT Plc. appointed to perform duties in more than 2 committees, subcommittees or working groups other than the Board of Directors (including No.2) – 8)) shall receive the meeting allowance from only two committees. (unchanged) Remuneration payment to members of the Board of Directors and members of the Audit Committee, who take up their position at any time of the month, shall be calculated in accordance with the duration of their terms. The chairman of each committee shall receive additional 25% of meeting allowance. (revised)

2) Other benefits none 3) Criteria of annual bonus payment to the Company’s directors for the year of 2019

The Remuneration Committee proposed the criteria of annual bonus payment for directors for the year of 2019 in accordance with the principle approved in 2018 until there would be any change as approved by the Shareholders’ Meeting. The criteria were as follows: The amount of bonus for the Company’s directors in 2019 shall not be more than 0.25% of the net profit of the Company, but not exceeding Baht 500,000.-/ Director. In case MCOT receives less than 3.00 points in the state enterprise performance measurement, the bonus for directors shall be proportionately adjusted as follows: - Less than 3.00 but not less than 2.50: bonus for each director shall be reduced by 25%. - Less than 2.50 but not less than 2.00: bonus for each director shall be reduced by 50%. The Chairman and Vice Chairman shall receive additional 25% and 12.5 % of bonus, respectively

Mr.Suchart Kumpolkanchana, Shareholder, raised the question about the criteria of separating between the shareholders’ meeting and the board meeting.

Chairman of the Meeting explained that the shareholders’ meeting was not deemed the board of directors’ meeting. The board meeting would be held once a month, except any special meeting might be convened for additional agenda items or urgent matters. However, the total remuneration would not exceed 15 meetings per year in conformity with the resolution passed by the shareholders’ meeting.

Mr. Hangchai Akkawaskul, Shareholder, had the following opinion and inquiries: 1. The Annual General Meeting of Shareholders was held on April 25, 2019, which was so close to the Cabinet’s meeting on April 24, 2019. If the representative of the Ministry of Finance and MCOT Plc. had coordination to change the agenda item, the Company might save its cost to arrange this Extraordinary Meeting of Shareholders, and this cost might be higher than such revised remuneration for directors. 2. The tenure of the Company’s director who was at age of 65 years in accordance with the Standard Qualifications of State Enterprise Directors and Officials Act, B.E. 2518.

-6- Chairman of the Meeting explained as follows: 1. For the Annual General Meeting of Shareholders held on April 25, 2019, MCOT Plc. has delivered all related documents to every shareholder for 28 days in advance. On the meeting date, some shareholders attended the meeting by themselves and some delegated their representatives while some did not attend it. In accordance with the Principles of Good Corporate Governance, every shareholder shall receive the Company’s information equitably. Any changes of information apart from what the shareholders informed earlier deemed unfair to certain shareholders who were not present at the meeting. As this matter deemed the shareholders’ power; this was why the Company decided not to add or change any agenda items in the annual general meeting of shareholders. 2. The director who was at age of 65 years in accordance with the Standard Qualifications of State Enterprise Directors and Officials Act, B.E. 2518 or the director who resigned prior to the expiration of his/her tenure would continue performing his/her duties for longer than 2 months. Therefore, the Board of Directors had the power to appoint a new director to replace the director who vacated his/her office, and such new director would hold office only for the remaining term of office of the director whom he/she replaced.

Mr. Thara Cholpranee, Shareholder, had the following opinion and inquiries: 1. The effective date of the Cabinet’s resolution on April 24, 2019. 2. In the Annual General Meeting of Shareholders of MCOT Plc. on April 25, 2019, a representative from the Ministry of Finance also attended it as the shareholder holding more than one-thirds of total shares sold of MCOT Plc. Legally, this shareholder might propose the meeting to change the meeting agenda or to consider other matters apart from those earlier proposed to the shareholders. Therefore, this agenda item should be proposed for consideration on the date of the Annual General Meeting of Shareholders if the Cabinet’s resolution came into effect. 3. As MCOT Plc. was a state enterprise and listed company. The appointment of its director shall comply with the Public Limited Companies Act, and the Standard Qualifications of State Enterprise Directors and Officials Act, as well as other rules and regulations relating to state enterprise. If the practice guideline looked controversial, the nomination process for the Company’s directors should be improved to be relevant and rapid.

Mrs. Pantip Sripimol as a member of the Remuneration Committee gave the following details: 1. The Cabinet’s resolution on April 24, 2019 came into effect promptly; therefore, the Ministry of Finance as a government entity was required to comply with it. However, MCOT Plc. was a public limited company; it was required that this matter be proposed to the shareholders’ meeting in accordance with the Public Limited Companies Act. However, MCOT Plc. has delivered all related documents for the 2019 Annual General Meeting of Shareholders for 28 days prior to the meeting date. If the Ministry of Finance proposed to change any information or add the meeting agenda in the Annual General Meeting of Shareholders without any prior notice; this would be contrary to the principles of good corporate governance and unfair to other shareholders who casted their votes by proxy, and others who did not attend the meeting. 2. The remuneration procedure of MCOT Plc. has been carried out under the principles of the Public Limited Companies Act together with other laws and regulations relating to state enterprise. The candidates for the Company’s directors should hold the qualifications required and necessary for the Company’s business operation (skill matrix).

Mr. Pornchai Meemak, Proxy of Miss Bussanee Aramcharoen, raised the question about the criteria for meeting allowance payment.

-7- Miss Sirikul Laukaikul, Director of MCOT Plc. as Chairman of the Remuneration Committee, clarified that the meeting allowance would be paid to the directors who attended the meetings only, but not exceeding 15 meetings per year.

Mr. Suchart Kumpolkanchana, Shareholder, raised the following questions: 1. The Board of Directors’ vision for corporate growth of MCOT Plc. within 3 years. 2. Possible disclosure of information and issues discussed in the board meetings to the shareholders.

Mr. Kematat Paladesh, President, clarified as follows: 1. The Company has disclosed all details about meeting agenda items and meeting attendance by the board members in its annual report in line with the principles of good Corporate governance and the regulation established by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand. Most of meeting agenda items focused on the Company’s operating performance, business direction, and monitoring of corporate operations in conformity with the corporate competency-added procedure, rules imposed by the State Enterprise Policy Office (SEPO), and corporate key performance indicators. 2. MCOT Plc. has already communicated to the public that it would not operate the media business only, but diversify its business risks, and seek for other additional revenues apart from its main business from the television and radio services. In particular, MCOT Plc. would manage other existing assets for its maximum interest, and generate other kinds of income to compensate the declining concession revenues.

Mr. Pitak Netpetcharachai, Shareholder, had the following inquiries: 1. The projected income in 2019. 2. Paying the compensation obtained from the return of the digital terrestrial television license on MCOT Family, Channel 14 as the dividend.

Mr. Kematat Paladesh, President, clarified as follows: 1. MCOT Plc. has established the operating target in 2019 that, at least, it would not suffer any loss so that the shareholders could obtain some returns. However, at present, the mass media business, especially television, had to revise the business strategy in every 3 months; therefore, it was so difficult to forecast the business circumstances. As a result, MCOT Plc. needed to seek for additional revenues from other assets such as land development. It was expected that the public private partnership (PPP) could be proposed to the Ministry of Finance by the fourth quarter, and the private partner(s) of MCOT Plc. would be definite by the first quarter of 2020. 2. MCOT Plc. has waited for the precise decision from the NBTC on the compensation for the return of the digital terrestrial television license. Spending such compensation as dividend would be based on the Company’s profit, and this would be further proposed to the Board of Directors and the shareholders’ meeting for consideration.

Mr. Suchart Kumpolkanchana, Shareholder, shared his opinion that MCOT Plc. should make investment in database technology, and modernize its website and any applications, especially those of radio stations so that the audience could catch up any missed television and radio programs promptly and conveniently.

Mr. Kematat Paladesh, President, clarified as follows: 1. MCOT Plc. has tended to change from the media business to the data information business. At present, the huge amount of information has not yet been stored systematically for more value- added. MCOT Plc. has now undertaken this matter, and it might take much time.

-8- 2. All radio programs of MCOT Plc. have been in the online system already. The shareholder’s above comment on watching programs backward was accepted for further improvement.

Mr. Pitak Netpetcharachai, Shareholder, had the following inquiries: 1. The amount of 2600 MHz frequency to be returned to the NBTC 2. The amount of compensation from the return of 2600 MHz frequency to be paid by the NBTC

Mr. Kematat Paladesh, President, clarified as follows: 1. The 2600 MHz to be returned to the NBTC contained approximately 140 MHz. In this regard, MCOT Plc. has submitted an official notice to the NBTC for consideration of paying the compensation to MCOT Plc. from such spectrum return under the right in spectrum holding. This matter has been under the consideration process by a committee appointed by the NBTC. 2. MCOT Plc. has presented its programs via new outlets as follows: 2.1 Thai News Agency has improved the presentation of its program contents via online media to look more interesting and quicker. 2.2 The Company’s website at www.mcot.net has been improved by gathering the program contents from every platform, either television, radio, Thai News Agency. 2.3 The radio business would present some new platforms to respond to the audience’s changing behaviors, e.g. (1) Podcast App. to present good contents to listeners. Now, Podcast of MCOT Plc. has been listed on top ten for Podcast listeners in Thailand. (2) Wham was a music platform where over 500 music houses were first gathered in a single platform. This music platform would be launched in the middle of June, 2019. (3) Application development where the content providers from MCOT radio stations and community radio stations across the country were gathered together under the concept that the listeners would be able to listen to radio programs from local DJs across the world.

Chairman of the Meeting added that MCOT Plc. has been improving the radio applications to enable quicker and better access to reruns of program online.

Mr. Pitak Netpetcharachai, Shareholder, had the following opinion and inquiries: 1. He appreciated that the Company allowed the shareholders to raise the questions, which were all clarified. 2. MCOT Plc. should place the hardcopy of the annual report in this meeting for any shareholders who wanted to look for details and take a note. 3. Offline activation via radio application

Miss Jannetr Methaveevinit, Shareholder, had the following opinion and inquiries: 1. She extended her thanks to MCOT Plc. for organizing this Extraordinary General Meeting of Shareholders to allow the shareholders absent from the Annual General Meeting of Shareholders to obtain the information, and for allowing the shareholders to carry out the activity with the executives and radio program hosts like Thinking Radio. This helped the shareholders have better understanding about the concept of knowledge-based society implemented by MCOT Plc. She wanted MCOT Plc. to adhere to and continue this activity. 2. The retained earnings of MCOT Plc. relating to its corporate strategy for the period of 2019-2020 in Strategy 3 – Financial Strength for the Company’s Long-term Sustainability 3. The Company’s land development project in the 50-Rai and 20-Rai plots of land 4. Revenues when the Joint Operation Agreement with Channel 3 expired. 5. Revenues from investment in Panorama Worldwide Co., Ltd. 6. The radio stations of MCOT Plc. have been so popular, and could build a network for it.

-9- 7. Reasons of declining popularity rating of MCOT HD Channel 9 if compared with other digital television channels

Mr. Kematat Paladesh, President, clarified as follows: 1. The Company’s cash flow was sufficient for its business operation. However, MCOT Plc. would continue managing any unnecessary expenses, and generating more revenues from other assets, especially the project of 50-Rai and 20-Rai land development, which has been under development. 2. The Joint Operation Agreement with Channel 3 would expire on March, 2020. Now, MCOT Plc. has been inspecting the assets to be returned by Channel 3. Both parties have been negotiating about several possible solutions; for example, Channel 3 might purchase or lease the Company’s equipment or land to continue its business operation, or it might return all these assets to MCOT Plc., etc. 3. MCOT Plc. and its business alliances have joined hands for the program production for long as a joint venture. However, after the auction for digital terrestrial television licenses, some of these alliances have been granted to operate their own channels, e.g. Workpoint, Grammy, Nation Group, etc. The high-rating programs produced by these alliances, therefore, were moved to their television channels. But, MCOT Plc. had expertise in the production and presentation of news program, which was less favored than the entertainment program while MCOT Plc. has confronted more competitors who have presented the same types of program; as a result, MCOT Plc.’s popularity rating has been dropping. 4. MCOT Plc. has tried its best to minimize its cost for the best interest of all shareholders by managing the existing television programs, seeking for cooperation from online social media alliances in order to undertake the data information business, and refreshing the online presentation of radio programs. However, the theme of knowledge-based society would be retained while the vision of equitable, accurate, creative, and wise information access would be added.

Miss Jannetr Methaveevinit, Shareholder, had the following opinion and inquiries: 1. The programs produced by JSL Co., Ltd. and TV Burabha Co., Ltd., e.g. Joh Jai program, Khon Kon Khon program, were the quality programs. These producers also had potential to create programs to attack teenage audience. This might help increase the popularity rating for MCOT HD Channel 9. 2. Revenues of F.M. 95 MHz Radio Station if compared with other stations in the same segment.

A shareholder had the following opinion and inquiries: 1. MCOT Plc.’s main mission was communication; it should prioritize the television and radio businesses although these two businesses have been changing greatly and suffered many problems. The number of television audience has been dropping due to uninteresting programs as well as technological changes. MCOT Plc. has never created any unique characteristics in the content presentation. If MCOT Plc.’s personnel had knowledge, expertise, and creativity to produce the good, attractive, different, and unique programs, which were able to reach various targeted groups, the targeted groups of audience and markets in other neighboring countries would be expanded. 2. MCOT Plc. should produce creative programs together by children and adults to promote the family relationship. 3. MCOT Plc. should encourage Thai children to have creativity and to present their creative ideas via MCOT media channels.

-10- Mr. Kematat Paladesh, President, clarified as follows: 1. The Marketing Office of MCOT Plc. has analyzed the audience of MCOT HD Channel 9 and listeners of MCOT radio programs. The result indicated that most audiences were older than 40 years. Therefore, the content revision for young looking like other channels was quite difficult. Up to now, there were more teenage television programs in each channel, but 30-40% of teenagers have not watched the program contents via television, but mobile phone due to easy and convenient access. If MCOT Plc. presented a program for both teenagers and adults, the program content had to be appropriate for the family and in the interactive style. However, once the license for Channel 14 was returned to the NBTC, MCOT Plc. would consider revising the scheduling of MCOT HD Channel 9 to be more relevant to the audiences’ demand, and to attract more children and youth. 2. Previously, F.M. 95 MHz of MCOT Plc. has been ranked as the most popular Thai country music radio station. Later, there were more radio stations presenting Thai country music while this group of listeners was separated into segments, e.g. Mor Lum Radio to attack Isan people while the copyright fee for songs was quite high. This was different from hosting the radio program in the chatting style that born no copyright fee, so the margin per minute of this radio station was higher than the music radio station.

Mr. Suvit Suthiprapa, Shareholder, shared his opinion and comments as follows: 1. The shareholders’ comments were good and inspired the board, management, and staff of MCOT Plc. to continue working for the society. 2. As an executive of F.M. 100.5 MHz, he would like to extend his appreciation to all listeners who have supported the radio stations of MCOT Plc. He would try to improve this radio station to be the top ranked news and informative radio station. 3. Backward listening to radio programs involved several factors, e.g. information technology system, internet service system, and online social media of MCOT Plc., which had to be improved and refreshed. 4. The pride of MCOT Plc. was its working behind the broadcasting of the royal coronation ceremony. 5. MCOT Plc. has already revised its news reports by presenting various viewpoints, advantages and disadvantages to find out solutions for the society based on the theme of knowledge-based society.

Mr. Pitak Netpetcharachai, Shareholder, had the following opinion and inquiries: 1. The renewal of the Joint Operation Agreement with Channel 3, and further actions upon expiration of the Agreement. 2. Generating the profit from online or digital media 3. Operating cost of the digital media 4. Linking to technological systems on mobile phone operating systems to be developed by Chinese telephone service provider in the future.

Mr. Suchart Kumpolkanchana, Shareholder, gave his advice that MCOT Plc. should present different news contents with different viewpoints. The contents should also help upgrade Thai people’s competiveness.

Mr. Kematat Paladesh, President, explained about the Joint Operation Agreement with Channel 3, which would expire on March, 2020 that it was the television broadcasting service in the analogue system that has been terminated by the NBTC already. This frequency shall be returned to the NBTC for a new allocation. For most assets to be returned to MCOT Plc. upon expiration of such Agreement were the unusable equipment in the analogue system. For a plot of land at Nong Khaem where was the drama filming location by Channel 3, Channel 3 has been negotiating with MCOT Plc. to lease this location.

-11- Chairman of the meeting, proposed the Meeting to approve the remuneration for the Company’s directors for the year of 2019 and bonus payment criteria for the year of 2019.

Resolution: The Meeting has resolved to approve the directors’ remuneration from May 2019 as proposed by the Company up to any change to be proposed by two-thirds (2/3) of votes of shareholders eligible and present at the Meeting. The voting result was as follows:

Approved 537,669,935 votes or 98.7795 Not Approved 4,857,407 votes or 0.8923 Abstained 16,700 votes or 0.0030 Voided Ballot 1,768,701 votes or 0.3249

Mr. Veerasak Kositpaisal, Vice Chairman, who acted as Chairman of the Meeting, expressed his appreciation to all shareholders who shared opinions in various issues. He also appreciated the shareholders who volunteered to be the vote counting inspectors. He invited the vote counting inspectors to receive some souvenirs from the President of MCOT Plc. The Chairman also expressed his thanks to all of shareholders and proxies who have attended the Meeting.

In summary, there were 196 shareholders who were present at the Meeting, and 119 proxies, or there were 215 shareholders in total, holding 544,313,147 shares or 79.2190 percent of total shares sold.

The Meeting was adjourned at 12.00 hrs.

Ms. Thanaporn Thaweepanich, Company Secretary, Minute Taker

(Mr. Kematat Paladesh) (Mr. Veerasak Kositpaisal) President Vice Chairman of the Board of Directors MCOT Public Company Limited MCOT Public Company Limited Chairman of the meeting

Enclosure 2

The 2019 Annual Report and

The 2019 Sustainability Report (January 1–December 31, 2019)

(QR Code)

(Document for Agenda 3)

The 2019 Annual Report The 2019 Sustainability Report

QR Code Downloading Instructions

For iOS System (iOS 11 and above) 1. Turn on the mobile camera. 2. Scan the QR Code. 3. The notification will appear on top of the screen. Click on the notification to access documents regarding the meeting. Remark: If the notification does not appear on the mobile phone, the QR Code can be scanned with other applications such as QR CODE READER, Facebook or Line. For Android System 1. Open applications such as QR CODE READER, Facebook or Line. How to scan the QR Code with Line application 1.1 Open Line application and click on "Add friend" 1.2 Choose "QR Code" 1.3 Scan the QR Code 2. Scan the QR Code to access documents regarding the meeting.

Enclosure 3

Auditor’s Report and Financial Statements

of MCOT Plc. and its Subsidiaries

For the year ended December 31, 2019 (Document for Agenda 4)

QR Code Downloading Instructions For iOS System (iOS 11 and above) 1. Turn on the mobile camera. 2. Scan the QR Code. 3. The notification will appear on top of the screen. Click on the notification to access documents regarding the meeting. Remark: If the notification does not appear on the mobile phone, the QR Code can be scanned with other applications such as QR CODE READER, Facebook or Line. For Android System 1. Open applications such as QR CODE READER, Facebook or Line. How to scan the QR Code with Line application 1.1 Open Line application and click on "Add friend" 1.2 Choose "QR Code" 1.3 Scan the QR Code 2. Scan the QR Code to access documents regarding the meeting.

MCOT Public Company Limited and its subsidiaries Statements of Financial Position As at 31 December 2019 Unit: Baht Consolidated financial Separate financial statements statements Notes 2019 2018 2019 2018

Assets

Current assets Cash and cash equivalents 6 363,916,439 244,720,232 354,274,202 235,549,185 Current investments 7 70,596,507 66,105,793 70,596,507 66,105,793 Trade and other current receivables 8 340,334,982 595,498,819 341,988,479 598,829,675 Current portion of long-term loan to related party 37 (f) - - 2,200,000 3,000,000 Inventories and production in process 9 789,152 3,516,025 - 10,761,287 Other current assets Accrued incomes 10 102,591,190 175,705,620 102,558,770 175,533,610 Prepaid expenses 10,840,294 15,443,340 10,840,294 15,431,298 Other current assets 11 77,192,964 73,136,414 74,104,602 69,609,880 Total current assets 966,261,528 1,174,126,243 956,562,854 1,174,820,728

Non-current assets Deposits under pledge 12 383,631,848 565,704,063 383,631,848 565,704,063 Investments in subsidiaries 13 - - - 4,900,000 Other long-term investments 14 14,410,000 14,410,000 14,410,000 14,410,000 Other non-current receivables 6,904,861 5,214,323 6,904,861 5,214,323 Long-term loan to related party 37 (f) - - - 3,500,000 Investment property 15 1,164,510,871 1,164,510,871 1,164,510,871 1,164,510,871 Property, plant and equipment 16 1,382,071,882 1,813,042,138 1,379,227,956 1,809,309,814 Intangible assets 17 618,741,820 1,259,812,645 618,741,766 1,259,809,066 Deferred tax assets 18 - 541,607,104 - 541,607,104 Other non-current assets 19 172,266,546 128,160,445 162,380,025 118,547,358 Total non-current assets 3,742,537,828 5,492,461,589 3,729,807,327 5,487,512,599 Total assets 4,708,799,356 6,666,587,832 4,686,370,181 6,662,333,327

The accompanying notes are an integral part of these financial statements.

Liabilities and shareholders' equity

Current liabilities Trade and other current payables 20 337,073,002 570,316,072 338,430,493 568,827,193 Unearned incomes 63,541,948 50,246,787 63,355,032 50,059,871 Current portion of finance lease liabilities 21 18,249,846 9,602,199 18,183,848 9,530,841 Current portion of spectrum license payable 22 - 9,618,926 - 9,618,926 Employee benefit obligations for annual leave 28,417,641 26,708,591 28,417,641 26,708,591 Accrued expenses 23 352,197,626 389,413,897 351,152,452 387,108,245 Other current liabilities 24 14,506,584 13,744,538 14,268,993 13,491,738 Total current liabilities 813,986,647 1,069,651,010 813,808,459 1,065,345,405

Non-current liabilities Other non-current payables 25 19,136,949 19,136,949 19,136,949 19,136,949 Finance lease liabilities 21 33,898,320 9,906,197 33,816,605 9,763,410 Deferred revenues 26 39,507,013 209,536,354 39,507,013 209,536,354 Employee benefit obligations 27 562,392,274 442,919,432 562,392,274 442,471,854 Provisions for litigation 40 (a) 3,073,509 3,110,309 3,073,509 3,110,309 Spectrum license payables 22 - 1,233,238,015 - 1,233,238,015 Other non-current liabilities 28 41,431,721 43,478,952 41,982,056 44,029,287 Total non-current liabilities 699,439,786 1,961,326,208 699,908,406 1,961,286,178 Total liabilities 1,513,426,433 3,030,977,218 1,513,716,865 3,026,631,583

The accompanying notes are an integral part of these financial statements.

Liabilities and shareholders' equity

Shareholders' equity Share capital: Authorised share capital 767,000,000 ordinary shares of Baht 5 each 29 3,835,000,000 3,835,000,000 3,835,000,000 3,835,000,000 Issued and paid-up share capital 687,099,210 ordinary shares of Baht 5 each 29 3,435,496,050 3,435,496,050 3,435,496,050 3,435,496,050 Share premium account 1,106,802,869 1,106,802,869 1,106,802,869 1,106,802,869 Retained earnings Appropriated - legal reserve 30 383,500,000 383,500,000 383,500,000 383,500,000 Unappropriated (1,710,656,963) (1,271,241,395) (1,753,145,603) (1,290,097,175) Total shareholders' equity of the parent's company 3,215,141,956 3,654,557,524 3,172,653,316 3,635,701,744 Non-controlling interests (19,769,033) (18,946,910) - - Total shareholders' equity 3,195,372,923 3,635,610,614 3,172,653,316 3,635,701,744 Total liabilities and shareholders' equity 4,708,799,356 6,666,587,832 4,686,370,181 6,662,333,327 z - - -

The accompanying notes are an integral part of these financial statements.

President ( Mr.Kematat Paladesh )

MCOT Public Company Limited and its subsidiaries Statements of Income For the year ended 31 December 2019 Unit: Baht Consolidated financial Separate financial statements statements Notes 2019 2018 2019 2018 (Restated) (Restated) Revenues Revenue from television and radio broadcasting 32 1,831,606,934 2,029,838,991 1,823,482,543 2,023,622,462 Gain on reversal of loss on impairment 41 596,413,602 - 596,413,602 - Revenue from joint operation 33 405,595,111 401,088,920 405,595,111 401,088,920 Additional income aside from agreement 34 46,632,492 46,632,492 46,632,492 46,632,492 Other income 35 88,124,787 84,380,145 77,544,660 78,940,816 Total Revenues 2,968,372,926 2,561,940,548 2,949,668,408 2,550,284,690

Expenses Cost of television and radio broadcasting 2,022,395,508 2,085,355,146 2,016,756,839 2,078,527,256 Cost of joint operation 170,068,683 77,646,699 170,068,683 77,646,699 Selling expenses 144,708,502 176,676,471 144,251,160 176,226,702 Administrative expenses 495,135,066 486,600,883 505,915,015 478,584,772 Management remuneration 37 (g) 40,358,773 37,239,270 39,791,596 36,075,260 Finance costs 16,898,589 28,960,607 16,888,047 28,937,006 Total expenses 2,889,565,121 2,892,479,076 2,893,671,340 2,875,997,695

Profit (loss) before income tax 78,807,805 (330,538,528) 55,997,068 (325,713,005) Income tax expense 38 (537,094,782) (47,472,769) (537,094,782) (47,472,769) Profit (loss) for the year (458,286,977) (378,011,297) (481,097,714) (373,185,774)

Profit (loss) attributable to: Owners of the parent company (457,464,854) (375,722,786) (481,097,714) (373,185,774) Non-controlling interests (822,123) (2,288,511) - - Profit (loss) for the year (458,286,977) (378,011,297) (481,097,714) (373,185,774)

Basic earnings (loss) per share 39 (0.67) (0.55) (0.70) (0.54)

The accompanying notes are an integral part of these financial statements.

MCOT Public Company Limited and its subsidiaries Statements of Comprehensive Income For the year ended 31 December 2019 Unit: Baht Consolidated financial Separate financial statements statements Notes 2019 2018 2019 2018 (Restated) (Restated) Profit (loss) for the year (458,286,977) (378,011,297) (481,097,714) (373,185,774) Other comprehensive income (loss) Actuarial gains (losses) arising from defined benefit plans 27 22,561,607 - 22,561,607 - Income tax related to actuarial gains arising from defined benefit plans 18 (4,512,321) - (4,512,321) - Other comprehensive income (loss) - net of income tax 18,049,286 - 18,049,286 - Total comprehensive income (loss) for the year (440,237,691) (378,011,297) (463,048,428) (373,185,774)

Total comprehensive income (loss) attributable to Owners of the parent company (439,415,568) (375,722,786) (463,048,428) (373,185,774) Non-controlling interests 13 (822,123) (2,288,511) - - Total comprehensive income (loss) for the year (440,237,691) (378,011,297) (463,048,428) (373,185,774)

The accompanying notes are an integral part of these financial statements.

Enclosure 4

Profiles and Work Experience of Auditors

Sasithorn Pong-adisak Director, Auditors KPMG Phoomchai Audit Ltd. CPA License No: 8802

Experiences

• Work Period : 2001 - present

Educational Experience : Master of Business Administration, Chulalongkorn University Bachelor of Business Administration, Thammasat University

Work Experience :Experiences in auditing and providing consultations for various businesses, international companies and listed companies in Stock Exchange of Thailand for over 18 years, being a part of team auditing Thai companies listed in international Stock Exchange, providing audit services for different industries such as media, publishing, consumer

goods, and food and beverages. Ms. Sasithorn also has 2 years of experience in working in China (2010-2012).In addition, she is appointed as an honorary member of Sub-Committee on Operational Audit Examination

Relations or interest (apart from : N/A audit services) with subsidiaries, executives, major shareholders or relating persons, which may hinder the auditor from performing duties independently

Contact Information : KPMG POOMCHAI Audit Ltd. 50th floor, Empire Tower, 1 South Sathorn Road Yanawa, Sathorn, Bangkok 10210 Tel: +66 2677 2376

Profiles and Work Experience of Auditors

Marisa Tharathornbuppakul Executive, Auditor KPMG POOMCHAI Audit Ltd. CPA License No : 5752

Experiences

• Work Period : 1999 - Present

Educational Experience : Master of Business Administration, Thammasat University : Bachelor of Business Administration, Assumption University

Work Experience : Experiences in auditing for more than 20 years in various businesses including media, computer and software, business, consumer goods, advertising, sales, online services, hotel and transportation. Ms. Marisa is also appointed as the auditor of listed companies in Stock Exchange of Thailand and other companies operating business domestically and internationally.

Relations or interest (apart from : N/A audit services) with subsidiaries, executives, major shareholders or relating persons, which may hinder the auditor from performing duties independently

Contact Information : KPMG POOMCHAI Audit Ltd. 50th floor, Empire Tower, 1 South Sathorn Road Yanawa, Sathorn, Bangkok 10210 Tel: +66 2677 2376

Profiles and Work Experience of Auditors

Siripen Sookcharoenyingyong

Executive, Auditor KPMG POOMCHAI Audit Ltd CPA License No: 3636

Experiences

Work Period : 1986 - present • Educational Experience : Master of Business Administration, Faculty of Commerce and Accountancy, Thammasat University Bachelor of Business Administration, Faculty of Work Experience Commerce and Accountancy, Thammasat University

: Experiences in auditing and providing consultations for various businesses, international companies and listed companies in the Stock Exchange of Thailand for more than 34 years. Ms. Siripen also has experiences in providing audit services for different industries such as consumer goods, electronic components, construction materials and industrial business. In addition, she is appointed as the auditor of listed companies and other companies operating business domestically and internationally.

Relations or interest (apart from : N/A audit services) with subsidiaries, executives, major shareholders or relating persons, which may hinder the auditor from performing duties independently

Contact Information : KPMG POOMCHAI Audit Ltd. 50th floor, Empire Tower, 1 South Sathorn Road Yanawa, Sathorn, Bangkok 10210 Tel: +66 2677 2376

Enclosure 5

Details of the remuneration of the Company’s Directors

(Document for Agenda 7)

In the Extraordinary Meeting of Shareholders, No. 1/2019 on June 13, 2019, the criteria on compensation payment for the Company’s directors were revised to be relevant to the resolution of the Cabinet’s Meeting on April 24, 2019. The Board of Directors approved the determination of the remuneration and meeting allowance of Directors for the year 2020, until there is a change as approved by the Shareholders’ Meeting and approved to propose to the 2020 Annual General Meeting of Shareholders’ Meeting for approval, the details of which are as follows:

Committees /Subcommittees Existing Rate 2019 Proposed Rate 2020

1. The Board of Directors 1) Monthly Remuneration 1 ) Monthly Remuneration The Board of Directors has the authority and duties to carry on the - Chairman - Chairman Company’s business to be in line with relevant laws, the Company’s 30,000.- Baht 30,000.- Baht objectives, regulations, and resolutions of Shareholders’ Meetings with - Director - Director integrity, ethics, and morality, and prudence for the best benefits of the 15,000.- Baht 15,000.- Baht Company and its shareholders. 2) Meeting Allowances 2) Meeting Allowances (Clause 35 of the Company’s regulations) - Chairman - Chairman - Director - Director 20,000.- Baht/Month 20,000.- Baht/Month

2. The Auditing Committee 1) Monthly Remuneration 1 ) Monthly Remuneration has the following authority and duties: - Chairman - Chairman 1) To publish the Internal Audit Charter in accordance with the Company’s 12,500.- Baht 12,500.- Baht operations, which is required to be approved by the Board of Directors - Director - Director and reviewed at least once a year. 10,000.- Baht 10,000.- Baht 2) To ensure effectiveness of internal audit, corporate governance and risk 2) Meeting Allowances 2) Meeting Allowances management procedures. - Chairman - Chairman 3) To ensure accuracy and credibility of the Company’s financial statements - Director - Director 4) To ensure the Company’s compliance with laws, rules, regulations, 5,000.- Baht/Month 5,000.- Baht/Month Cabinet’s resolutions, announcement or order relating to the Company’s operations. 5) To ensure good internal control system and independent operations of the internal audit unit. 6) To study connected transactions or transactions that may cause conflicts of interest or corruption affecting the Company’s operations 7) To consider and suggest to the Board of Directors regarding appointment, transfer, promotion and evaluation of the head of internal audit unit. 8) To coordinate with the Auditor on the Company’s financial statements and may suggest the Auditor to review necessary transactions as well as propose determination of the Auditor’s fee to the Board of Director. 9) To regulate internal control activities, preparation of financial statements, and other procedures related to anti-corruption measures. 10) To ensure that the Company’s operations comply with evaluation criteria for state enterprises in 7 areas including good corporate governance, strategic planning, risk management and internal control, stakeholder and customer management, digital technology management, human capital management and knowledge and innovation management

Committees /Subcommittees Existing Rate 2019 Proposed Rate 2020

11) To perform other duties as prescribed by law or assigned by directors of state enterprises.

3. The Nomination Committee 1) Monthly Remuneration 1) Monthly Remuneration 1) To review a current structure of directors to ensure its strategic - None - None appropriateness and to propose improvement guidelines and 2) Meeting Allowances 2) Meeting Allowances director nomination guideline in accordance with such structure. - 10,000.-Baht/Month - 10,000.-Baht/Month 2) To determine nomination procedures for directors, President, high- ranking executives, advisors to directors, advisors to Committees, advisors to Director-General/President or those who assume similar responsibilities but whose titles are called differently, with transparency in compliance with criteria and regulations. 3) To select and nominate qualified persons whose characteristics are in compliance with relevant laws and regulations to be directors of MCOT or to nominate President, high-ranking executives, advisors to directors, advisors to Committees, advisors to President or those who assume similar responsibilities but whose titles are called differently to be newly appointed directors or to replace the directors retiring at the end of his/her rotation period or those retiring for other reasons, to propose to the General Annual Meeting of Shareholders for approval on a case-by-case basis. 4) To perform other duties as assigned by the Board of directors. 4. The Remuneration Committee 1) Monthly Remuneration 1 ) Monthly Remuneration 1) To propose criteria for remuneration payment and models and the - None - None amount of remuneration to be paid to the directors using fair and 2) Meeting Allowances 2) Meeting Allowances reasonable principles in accordance with their responsibilities , - 10,000.-Baht/Month - 10,000.-Baht/Month based on operating results and business size as well as practical

guidelines adopted in the same business, to the Board of directors to propose to the Annual General Meeting of Shareholders for approval 2) To consider guidelines for remuneration determination and propose remuneration to be paid to Director-General/President, advisors to directors, advisors to Committees, advisors to Director General/ President or those who assume similar responsibilities but whose titles are called differently, to the Board of Directors 3) To determine criteria and performance evaluation procedure in a management contract used for the position of President as follows: (1) To determine goals and KPIs for the Director-General/ President to achieve within the benchmark timeframe (2) To assess the Director-General/President’s performance in accordance with criteria and conditions specified in the management contact within the benchmark timeframe and report to the Board of directors (3) To consider criteria and means of remuneration payment for executives equivalent to or higher than Senior Vice President, based on a fair and reasonable basis, to be proposed to Board of Directors 4) To perform other duties as assigned by the Board of directors

5. The Risk Management Committee 1) Monthly Remuneration 1 ) Monthly Remuneration 1) To establish policy, strategy and practical guidelines for conducting - None - None risk management plan in accordance with the Company’s overall 2) Meeting Allowances 2) Meeting Allowances strategy, to propose to the Board of Directors to consider the overall - 10,000.-Baht/Month - 10,000.-Baht/Month risk management.

2) To revise the risk management plan that should indicate sources of At MCOT, we all work together towards a common goal of promoting transparency and anti-corruption to achieve sustainable development. MCOT has adopted an anti-corruption policy against all forms of corruption, which applies to any action taken by MCOT employees. For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.

Committees /Subcommittees Existing Rate 2019 Proposed Rate 2020

risk, risk measurement tools, criteria of work performance measurement, mechanism of work monitoring and evaluation, reporting and tangible control of potential risks at the suitable and acceptable level. 3) To review the adequacy of risk management policy, strategic plan, action plan, and system as well as efficiency and proficiency of the operating system, and compliance with the preset risk management policy. 4) To provide the risk management structure of the entire organization that is consistent with the organization’s working procedure and structure. 5) To govern and monitor the implementation of risk management plan, policy, strategic plan and action plan; and to consider the actual operating results by comparing them with the work plan or determined targets at least in each quarter. 6) To propose to the Board of Directors of MCOT Plc. improvements for more integrated risk management in the organization, and to attain the measurement criteria required by the Ministry of Finance, as well as criteria of the Stock Exchange of Thailand and other international standards. 7) To regularly communicate with the Audit Committee regarding improvements so that the risk management is in line with the determined policy and strategy. 8) To appoint the working group to enrich the efficiency of risk management tasks as it deems necessary and appropriate. 9) To perform other duties specifically assigned by the Board of Directors of MCOT Plc.

6. The Corporate Governance Committee 1) Monthly Remuneration 1) Monthly Remuneration 1) To lay out the drafted corporate governance policy , Anti-Corruption - None - None policy and business ethics and code of conduct under legal framework, 2) Meeting Allowances 2) Meeting Allowances resolutions of the Council of Ministers, criteria, regulations and rules - 10,000.-Baht/Month - 10,000.-Baht/Month currently stipulated by the organizations that govern the corporate

governance such as the Stock Exchange of Thailand, the Securities and Exchange Commission, the State Enterprise Policy Office, the Ministry of Finance, supervisory ministries and other related agencies, as well as international corporate governance standards and propose to the Board of directors for approval and announcement as best practices for the directors, management and employees. 2) To supervise and suggest policy and guidelines that enable the directors, management and employees to perform duties with responsibility in accordance with the Corporate Governance Policy, Anti-Corruption Policy and to comply with the best practices, business ethics and code of conduct. 3) To consider, review and revise the Corporate Governance Policy and the Anti-Corruption Policy continually at least once (1) a year to keep these policies updated and in line with the international standards, laws, criteria, rules and regulations as well as recommendations from internal units that have duties in the corporate governance matters as well as suggestions from shareholders on good corporate governance. 4) To follow up and assess performance of the Directors and executives in compliance with best practices as specified in the corporate governance policy and anti-corruption policy and to propose the results with necessary suggestions to the Board of Directors by January of the next year, and propose opinions as deemed necessary 5) To prepare guidelines for good corporate governance in accordance At MCOT, we all work together towards a common goal of promoting transparency and anti-corruption to achieve sustainable development. MCOT has adopted an anti-corruption policy against all forms of corruption, which applies to any action taken by MCOT employees. For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.

Committees /Subcommittees Existing Rate 2019 Proposed Rate 2020

with Corporate Governance policy and Anti-Corruption policy 6) To review Charter for Corporate Governance, at least once a year, to ensure modernity and compliance with international practices, laws, rules, and regulations. 7) To set MCOT’s CSR policy framework and short-term and long- term operation plans to be proposed to the Board of Directors for approval prior to the end of each fiscal year; and to govern and monitor the implementations through the CSR Working Group that has the responsibilities for preparing the quarterly progress reports on CSR activities to be submitted to the Corporate Governance Committee and the Board of Directors for approval. 8) To consult with specialists on corporate governance when necessary at MCOT’s expenses. 9) To assess performance of the Corporate Governance Committee and report the results to the Board of Directors at the end of the year. 10) To perform any other duties assigned by the Board of Directors 7. The Labor Relations Committee 1) Monthly Remuneration 1) Monthly Remuneration Labor Relations Committee shall have authority as specified in Section - None - None 22 and 23 of the State Enterprise Labor Relations Act, B.E.2543 (2000) as 2) Meeting Allowances 2) Meeting Allowances follows: - 10,000.-Baht/Month - 10,000.-Baht/Month 1) To provide opinions on the improvement of the Company’s operation effectiveness, including the promotion and development of the Company’s labor relations. 2) To reconcile and settle the conflicts within the Company. 3) To review rules and regulations concerning the Company’s operations, which benefit the employers, the employees, as well as the Company itself. 4) To discuss and find solutions to the complaints from the employees or the Labor Union, including complaints relating to disciplinary punishment. 5) To give advice for the improvement of employment condition to protect the Company’s benefits

8. Sub-committees and Working Groups Other than No.1 - 7 1) Monthly Remuneration 1) Monthly Remuneration (Only Directors appointed by the Board of Directors) - None - None 2) Meeting Allowances 2) Meeting Allowances - 10,000.-Baht/Month - 10,000.-Baht/Month Note: 1. Remuneration payment 1. Remuneration payment of members of the of members of the Board of Directors and Board of Directors and members of the Audit members of the Audit Committee, who took Committee, who took up their position at any up their position at any time of the month, time of the month, shall be calculated in shall be calculated in accordance with the accordance with the duration of their terms. duration of their terms. 2. Directors shall receive 2. Directors shall receive not more than 15 not more than 15 meeting allowances a meeting allowances a year. (present in the month. (present in the meetings only) meetings only) 3. The Chairman of all 3. The Chairman of all sub-commitees shall sub-commitees shall receive additional 25% receive additional 25% of meeting allowances, of meeting allowances, At MCOT, we all work together towards a common goal of promoting transparency and anti-corruption to achieve sustainable development. MCOT has adopted an anti-corruption policy against all forms of corruption, which applies to any action taken by MCOT employees. For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.

Committees /Subcommittees Existing Rate 2019 Proposed Rate 2020

respectively. respectively. Any Company’s Directors appointed to perform duties in more than 2 committees, sub-committees or working groups other than the Board of Directors (including No.2-8) shall receive the meeting allowances from only two committees.

 Other benefits none

Criteria of annual bonus payments to the Company’s Directors

The Board of Directors approved the criteria for the payment for Directors’ annual bonus for the year 2020 in accordance with the principle approved for the year 2019, until there is a change as approved by the Shareholders’ Meeting. The details of the criteria are as follows:

Bonus for the Company's Directors for the year of 2020

Directors’ Bonus Not more than 0.25% of the net profit and not more than Baht 500,000.-/ Director In case MCOT receives less than 3.00 points in the state enterprise performance measurement, the bonus for Directors shall be proportionately adjusted as follows: - Less than 3.00 but not less than 2.50 points: the bonus for each director shall be reduced by 25%. - Less than 2.50 but not less than 2.00 points: the bonus for each director shall be reduced by 50%. The Chairman and Vice Chairman shall receive additional 25% and 12.5 % of bonus, respectively.

 Annual bonus payments to the Company’s Directors in 2019

The Board of Directors’ proposes to suspend bonus payment for the year 2019 since the Company is in deficiency and oblighed to invest in opearations.

Enclosure 6

Opinions of the Nomination Committee and initial details about nominated persons elected the Directors to replace those resigned prior to the completion of their tenure and nominated persons proposed to be elected the Directors replace those retiring by rotation (Document for Agenda 8)

1. The Board of Directors of MCOT Plc. consists of 13 members. From April 2019 (after the 2019 Annual General Meeting of Shareholders of MCOT Plc.), 6 directors resigned from directorship prior to the completion of their tenure and another 3 directors reached the compulsory retirement age of 65 years in accordance with the Act on Standard Qualification of Committee Members and Officials of State Enterprise, B.E. 2518 and amendments as listed below.

Name - Surname Terminate 1. Mr. Jirachai Moontongroy Director Resigned on May 9, 2019 2. Miss Sirikul Laukaikul Independent Director Resigned on September 30, 2019 3. Mrs. Pantip Sripimol Director Resigned on October 1, 2019 4. Mr. Veerasak Kositpaisal Independent Director 65 Years on June 18, 2019 5. Mrs. Patareeya Benjapolchai Independent Director 65 Years on May 31, 2019 6. Mr. Thawatchai Arunyik Independent Director 65 Years on March 29, 2020 7. Mr.Piset Chiyasak Independent Director Resigned on June 10, 2020 8. Professor Parichart Sthapitanonda Independent Director Resigned on June 12, 2020 9. Mr.Montri Sanghirun Independent Director Resigned on June 12, 2020 10. Mr.Thanawat Sungthong Independent Director Resigned on June 12, 2020

The Nomination Committee has sought for the Company’s directors from the Directors’ Pool and the list of professionals in various areas by taking acoount into knowledge, skills, expertise, and experience most relevant and needed by the Company, which shall give the ultimate interest to MCOT’s operation and development. The qualifications of each director must also comply with the Company’s regulations and other related applicable laws. The nomination procedure is carried out in accordanace with the Rule of the Office of the Prime Minister on State Enterprise Supervision and Policy, B.E. 2557 (2014) together with the guideline and procedure on appointing state enterprise directors in compliance with the resolution of the Council of Ministers dated July 18, 2017 and August 6, 2019. Therefore, the Boad of Directors of MCOT Plc. considered appointing the candidates nominated by the Nomination Committee to replace the directors who resigned prior to the completion of their tenure. Such nominated persons to be appointed shall have the term of office equivalent to the remaining term of office of the directors whom they replace as follows:

Directors to replace those who resigned prior to Board of Directors resolution completion of term 1. Pol.Lt.Gen.Jatupol Panraksa No. 12/2019, November 12, 2019 to replace Mrs. Patareeya Benjapolchai will hold office until July, 2020 2. Mr.Sommai Lakananuruk No. 12/2019, November 12, 2019 to replace Mr. Jirachai Moontongroy will hold office until July, 2020 3. Mrs.Rachadaporn Rajchataewindra No. 12/2019, November 12, 2019 to replace Mr.Veerasak Kositpaisal will hold office until April, 2021 4. Mrs.Pattaraporn Vorasaph No. 13/2019, December 16, 2019 to replace Mrs. Pantip Sripimol will hold office until July, 2020 5. Mr.Marut Buranasetkul No. 1/2020, January 10, 2020 to replace Miss Sirikul Laukaikul will hold office until April, 2022

MCOT is in the process of nominating Directors to replace those who resigned prior to completion of their tenure, in compliane with the Company’s regulations and relating criteria. Therefore, the Company reserves the rights to nominate the Directors to replace the following Directors who resigned prior to completion of their tenure, so that the Board of Directors comprises 13 members. 1. Mr. Thawatchai Arunyik , who resigned prior to completion of his ternure due to compulsory age of 65 Years on March 29, 2020 2. Mr.Piset Chiyasak Resigned on June 10, 2020 3. Professor Parichart Sthapitanonda Resigned on June 12, 2020 4. Mr.Thanawat Sungthong Resigned on June 26, 2020

1) Pol.Lt.Gen.Jatupol Panraksa Independent Director 2) Mr.Sommai Lakananuruk Director 3) Mrs.Pattaraporn Vorasaph Director 4) Mr. Montri Sanghirun Independent Director (resigned on June 12, 2020)

3. MCOT Plc. has announced the criteria of exercising rights by the shareholders to propose the agenda items, and to nominate appropriate candidates to be elected the Company’s directors in the 2020 Annual General Meeting of Shareholders from October 1 – December 1, 2019. After such determined period, no shareholders nominated any appropriate candidates, either via post, email, or facsimile, to be elected the Company’s directors in the 2020 Annual General Meeting of Shareholders.

MCOT Plc. shall announce a list of qualified persons as proposed by the Nomination Committee, and approved by the State Enterprise Policy Ofice to be elected the Directors prior to the Annual General Meeting of Shareholders in order that the 2020 Annual General Meeting of Shareholders to be held on July 29, 2020 consider and elect the directors of MCOT Plc. to replace those retiring by rotation.

Enclosure 6

Curriculum Vitae of the Independent Directors Appointed to replace the Director who resigned prior to the completion of their tenure (Document for Agenda 8)

Name-Surname : Pol.Lt.Gen.Jatupol Panraksa Age : 62 Proposed Position : Independent Director  Education Background : Master of Arts (Development Sociology) Khon Kaen  University : Bachelor of Public Administration Police Cadet Academy

Present Position Board member / Management in Listed Company - The Stock Exchange of Thailand : None Board member / Management in Non - Listed Company - The Stock Exchange of Thailand : None

Work Experience : 2018- Present Retired government employee : 2016- 2017 Commissioner of Provincial Police Region 4 : 2012-2016 Deputy Commissioner of Provincial Police Region 4

Certifications : Thai Institute of Directors Association (IOD) - None - : Others - Diploma, The State, Private Sector and Political Sectors Course Class7, National Defence College

Specific knowledge and expertis : Management, Strategic Planning, Development (Security) and Law

Terms of Directorship at MCOT :

Term of No. Period Resolution Directiorship The Board of Directors’ Meeting No. 12/2019 1 November 13, 2019 – July 2020 on November 12, 2019, 8 Months to replace Mrs. Patareeya Benjapolchai

Qualification according to Cabinet’s Resolution on January 24, 2011 regarding the appointment : Yes of High-level government officials or persons as directors in many state enterprise Qualification according to the laws and does not have prohibited qualification : Yes Shareholding status : None

Additional qualifications for independent directors nominated (Interest in the Company/ Parent Company/ Subsidiary/ Associated Company/ or person(s) who may have conflicts of interest at present or during the past 2 years)

Relationship Qualifications 1. Being a director who has been involved in management, an official, a staff or an advisor  Yes  No who has received the salary. 2. Having business relationship with the Company by way of providing any professional  Yes  No service, e.g. legal advisor, financial advisor, etc. 3. Being a director appointed to be the representative of the Company’s director, major  Yes  No shareholder, or shareholder who has relationship with the major shareholder. 4. Having family relationship between directors and executives.  Yes  No

Background of illegal conduct during the past 10 years Qualifications 1. Having been a bankrupt person or having never been dishonest person in bankruptcy  Yes  No and incompetent or quasi-incompetent. 2. Having been sentenced by a final judgement of the Court to imprisonment except for  Yes  No an offence committed through negligence or a petty offence, or having never been sentenced by a final judgement of the Court to imprisonment for an offence against properties committed through dishonesty. 3. Having been subjected to a judgement or the court order to nationalize his/her  Yes  No property due to irregular wealth or tremendous increase of asset.

As of December 31, 2019

Curriculum Vitae of the Directors Appointed to replace the Director who resigned prior to the completion of their tenure (Document for Agenda 8)

Name-Surname : Mr.Sommai Lakananurak Age : 59 Proposed Position : Director  Education Background : M.A. (Public Administration), National Institute of  Development Administration : B.A. (Political Science), Ramkhamhaeng University

Present Position Board member / Management in Listed Company - The Stock Exchange of Thailand : None Board member / Management in Non - Listed Company - The Stock Exchange of Thailand : None

Work Experience : 2018-Present Deputy Director, Budget Bureau : 2016-2017 Senior Advisor, Budget Bureau : 2014-2015 Director, Budgeting Policy Division, Budget Bureau

Certifications : Thai Institute of Directors Association (IOD) - None - : Others - Thailand National Defence College, Ministry of Defense - The Civil Service Executive Development Program Class 82, Office of the Civil Service Commission

Specific knowledge and expertis : organizational management, budget management and planning

Terms of Directorship at MCOT :

Term of No. Period Resolution Directiorship The Board of Directors’ Meeting No. 12/2019 1 November 13, 2019 – July 2020 on November 12, 2019, 8 Months to replace Mr. Jirachai Moontongroy

Holding positions at other companies which may case a conflict of interest to MCOT Plc. : None Qualification according to Cabinet’s Resolution on January 24, 2011 regarding the appointment : Yes of High-level government officials or persons as directors in many state enterprise Qualification according to the laws and does not have prohibited qualification : Yes Shareholding status : None

As of December 31, 2019

Curriculum Vitae of the Independent Directors Appointed to replace the Director who resigned prior to the completion of their tenure (Document for Agenda 8)

Name-Surname : Mrs.Rachadaporn Rajchataewindra Age : 61 Proposed Position : Independent Director  Education Background : M.B.A. (International Business, English Program),  The University of the Thai Chamber of Commerce  : : LL.B. Sukhothai Thammathirat University  : B.A.(Accounting), Chiangmai Uninversity

Present Position Board member / Management in Listed Company - The Stock Exchange of Thailand : Independent Director, TRC Construction Public Company Limited : Independent Director, Thai Union Feedmill Public Company Limited Board member / Management in Non - Listed Company - The Stock Exchange of Thailand : None

Work Experience : 2019-Present Director, Fish Marketing Organization : 2015-2018 Senior Executive Vice President, Corporate Accounting & Finance, IRPC Public Company Limited : 2015-2018 Executive Vice President, PTT Public Company Limited : 2015-2018 Director, IRPC PCC Company Limited : 2015-2018 Director, IRPC OIL Company Limited : 2015-2018 Director, IRPC Polyol Company Limited : 2015-2018 Director, UBE Chemicals (Asia) Public Company Limited : 2015-2018 Director, IRPC Clean Power Company Limited : 2015-2018 Director, IRPC A&L Company Limited : 2015-2016 Director, Thai ABS Company Limited : 2010-2015 Vice President , Corporate PTT Asahi Chemical Company Limited

Certifications : Thai Institute of Directors Association (IOD) - Advanced Audit Committee Program (AACP) Class 32/2019 - Director Certification Program (DCP) Class 204/2015 - Successful Formulation and Execution of Strategy (SFF) Class 21/2014 - Corporate Governance for Executive (CGE) Class 1/2014 - Director Accreditation Program (DAP) Class 111/2014 : Others - None

Specific knowledge and expertise : Accounting, Finance, and Strategic Planning

Terms of Directorship at MCOT

Term of No. Period Resolution Directiorship The Board of Directors’ Meeting 1 November 13, 2019 – April 2021 No. 12/2019 on November 12, 2019, 1 Years 5 Months to replace Mr.Veerasak Kositpaisal

Background of illegal conduct during the past 10 years Qualifications 1. 1. Having been a bankrupt person or having never been dishonest person in bankruptcy  Yes  No and incompetent or quasi-incompetent. 2. Having been sentenced by a final judgement of the Court to imprisonment except for  Yes  No an offence committed through negligence or a petty offence, or having never been sentenced by a final judgement of the Court to imprisonment for an offence against properties committed through dishonesty. 3. Having been subjected to a judgement or the court order to nationalize his/her  Yes  No property due to irregular wealth or tremendous increase of asset.

As of December 31, 2019

Curriculum Vitae of the Directors Appointed to replace the Director who resigned prior to the completion of their tenure (Document for Agenda 8)

Name-Surname : Mrs.Pattaraporn Vorasaph Age : 50 Proposed Position : Director Education Background : D.M. Suan Dusit Rajabhat University : M.B.A. University of Central Oklahoma, USA : B.B.A. The University of the Thai Chamber of Commerce

Present Position Board member / Management in Listed Company - The Stock Exchange of Thailand : None Board member / Management in Non - Listed Company - The Stock Exchange of Thailand : None

Work Experience : 2019-Present Director, Budget Policy Committee Financial and Property Management of Kasetsart University : 2018-February 2020 Director, The Botanical Garden Organization : 2018- Present Director, PTT International Trading London LTD. : 2016- Present Deputy Doirector, Comptroller General’s Department : 2012-2016 Director of Public Financial and Fiscal Management Diversion, Comptroller General’s Department : 2012-2016 Specialist of Development Fiscal Management system, Comptroller General’s Department

Certifications : Thai Institute of Directors Association (IOD) - None - : Others - None -

Specific knowledge and expertis : Economic, Finance, Banking, and Organizational Management

Terms of Directorship at MCOT :

Term of No. Period Resolution Directiorship The Board of Directors’ Meeting No. 13/2019 1 December 17, 2019 – July 2020 on December 16, 2019, 7 Months to replace Mrs. Pantip Sripimol

As of December 31, 2019

Curriculum Vitae of the Independent Directors Appointed to replace the Director who resigned prior to the completion of their tenure (Document for Agenda 8)

Name-Surname : Mr.Marut Buranasetkul Age : 52 Proposed Position : Independent Director Education Background : M.B.A. (Marketing & General Management), Cleveland State University, USA : B.Sc. (Applied Statistics in General Business), Chulalongkorn University

Present Position Board member / Management in Listed Company - The Stock Exchange of Thailand : None Board member / Management in Non - Listed Company - The Stock Exchange of Thailand : None

Work Experience : 2019-Present Director/CEO, Marvel&Novel Business Group Holding Co.,Ltd. : 2019-Present Director/CEO, Bio Genetech International Co.,Ltd : 2019-Present Director/CEO, KinGen Biotech Co.,Ltd. : 2017-2018 Director/CEO, TSpace Co.,Ltd. : 2016-2017 Senior Vice President, Japanese Food & Beverage Business, Thai Beverage Public Company Limited : 2013-2017 Director/CEO and President, Oishi Group Public Company Limited and Subsidiaries : 2013-2017 Director/Executive Committee, Sermsuk Group of Companies : 2013-2016 Senior Vice President, Non-Alcoholic Beverage, Thai Beverage Public Company Limited

Certifications : Thai Institute of Directors Association (IOD) - Director Certification Program (DCP) Class 180/2013 : Others - None

Specific knowledge and expertise : Organizational management and Strategic Planning

Terms of Directorship at MCOT

Term of No. Period Resolution Directiorship The Board of Directors’ Meeting 1 January 10, 2020 – April 2022 No. 1/2020, January 10, 2020 2 Years 4 Months to replace Miss Sirikul Laukaikul

Background of illegal conduct during the past 10 years Qualifications 4. 1. Having been a bankrupt person or having never been dishonest person in bankruptcy  Yes  No and incompetent or quasi-incompetent. 5. Having been sentenced by a final judgement of the Court to imprisonment except for  Yes  No an offence committed through negligence or a petty offence, or having never been sentenced by a final judgement of the Court to imprisonment for an offence against properties committed through dishonesty. 6. Having been subjected to a judgement or the court order to nationalize his/her  Yes  No property due to irregular wealth or tremendous increase of asset.

As of January 31, 2020

Opinions of the Nomination

Committee and Profiles of Nominated

Persons to be Elected as Directors of

MCOT Plc. to Replace Those

Retiring by Rotation

(Supporting documents for

Agenda 8 will be delivered later)

Enclosure 7

Proxy Form

Proxy Assignment

If the shareholder cannot attend the 2020 Annual General Meeting of Shareholders, the shareholder may assign a person or the Independent Director as the proxy to attend the meeting. Enclosed herewith are three types of Proxy Forms , one of which must be chosen by the shareholder. The three types of Proxy Forms are as follows:

1. Form A: General Proxy Form 2. Form B: Specific Proxy Form 3. Form C: Partial Proxy Form (for foreign shareholders who authorize the Custodian in Thailand)

For the shareholders wishing to assign a proxy to attend the meeting, please choose only one of the three types of Proxy Forms listed above.

At MCOT, we all work together towards a common goal of promoting transparency and anti-corruption to achieve sustainable development. MCOT has adopted an anti-corruption policy against all forms of corruption, which applies to any action taken by MCOT employees. For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy. Duty Stamp 20 Baht ติดอากร หนังสือมอบฉันทะแบบ ก. / Proxy Form (A) แสตมป์ 20 เขียนที่ / Made at ………………………………………...... …...………. 1) ข้าพเจ้า I/We ………………………………………………………………...... สัญชาติ/Nationality ……………………………………………….. อยู่บ้านเลขที่/Residing at………………………..…....……ถนน/Road………………..……………...... …....ต าบล/แขวง/Sub-district…………………...……...... อ าเภอ/เขต /District ………………………..……...... …………จังหวัด /Province ……….…………...... ….รหัสไปรษณีย์ /Postal Code………....……………… 2) เป็นผู้ถือหุ้นของบริษัท อสมท จากัด (มหาชน) จ านวนหุ้น…………………………………………….หุ้น as a shareholder of MCOT Public Company Limited, holding a total amount of ……………………… shares 3) ขอมอบฉันทะให้/ hereby appoint (1) ชื่อ /Name……………………………………………………………….…………………………………...... อายุ /Age …………...... ……ปี อยู่บ้านเลขที่ /Residing at No.……………..……ถนน /Road ……………………………………ต าบล/แขวง /Sub district ……….………………… อ าเภอ/เขต/District …………………………………….…….จังหวัด/Province……………………….……รหัสไปรษณีย์/Postal Code………………หรือ/or (2) ชื่อ /Name……………………………………………………………….…………………………………...... อายุ /Age …………...... ……ปี อยู่บ้านเลขที่ /Residing at No.……………..……ถนน /Road ……………………………………ต าบล/แขวง /Sub district ……….………………… อ าเภอ/เขต/District …………………………………….…….จังหวัด/Province……………………….……รหัสไปรษณีย์/Postal Code………………หรือ/or (3) ชื่อ /Name……………………………………………………………….…………………………………...... อายุ /Age …………...... ……ปี อยู่บ้านเลขที่ /Residing at No.……………..……ถนน /Road ……………………………………ต าบล/แขวง /Sub-district ……….………………… อ าเภอ/เขต/District …………………………………….…….จังหวัด/Province……………………….……รหัสไปรษณีย์/Postal Code………………หรือ/or หรือมอบฉันทะให้กรรมการอิสระ/กรรมการตรวจสอบ นางรัชดาภรณ์ ราชเทวินทร์ อายุ 61 ปี หรือ นายสุวิทย์ นาคพีระยุทธ อายุ 61 ปี or the Independent Director/ Member of the Audit Committee Mrs.Rachadaporn Rajchataewindra age 61 or Mr.Suwit Nakpeerayuth age 61 เลขที่/Residing at No. 63/1 ถนน/Road พระราม 9/ Rama 9 ต าบล/แขวง/Sub-district ห้วยขวาง/Huay Kwang อ าเภอ/เขต/District ห้วยขวาง/Huay Kwang จังหวัด/Province กรุงเทพฯ/Bangkok รหัสไปรษณีย์/Postal Code 10310 คนหนึ่งคนใดเพียงคนเดียวเป็นผู้แทนของข้าพเจ้าเพื่อเข้าประชุมและออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมสามัญผู้ถือหุ้น บมจ. อสมท ประจ าปี 2563 ในวันพุธที่ 29 กรกฎาคม 2563 เวลา 13.30 น. ณ ห้องประชุมออดิทอเรียม ซี อาเซียน ชั้น 10 อาคารซีดับเบิลยู ทาวเวอร์ เลขที่ 90 ถนนรัชดาภิเษก แขวงห้วยขวาง เขตห้วยขวาง กรุงเทพมหานคร 10310 Only one of above is assigned as my/our proxy to attend and vote in the 2020 Annual General Meeting of Shareholders on Wednesday, July 29, 2020 at 13.30 hours at the Auditorium Room C Asean, 10th Floor, CW Tower, 90 Ratchadaphisek Road, HuayKwang Sub- district, Huay Kwang District, Bangkok 10310 หรือที่จะพึงเลื่อนไปในวันเวลา และสถานที่อื่นด้วย / or at any adjournment thereof to any other date, time and venue. กิจการใดที่ผู้รับมอบฉันทะได้กระท าไปในการประชุมนั้น ให้ถือเสมือนว่าข้าพเจ้าได้กระท าเองทุกประการ Any act (s) undertaken by the Proxy at such meeting shall be deemed as my/our own act (s) in every respect.

ลงชื่อ/ Signed ………………………………….………ผู้มอบฉันทะ/Grantor ลงชื่อ/ Signed …………………………………...... ผู้รับมอบฉันทะ/ Proxy ลงชื่อ/ Signed …………………………………...... ผู้รับมอบฉันทะ/ Proxy ลงชื่อ/ Signed …………………………………...... ผู้รับมอบฉันทะ/ Proxy วันที่/ Date ………../…………/…………… หมายเหตุ /Remarks: ผู้ถือหุ้นที่มอบฉันทะจะต้องมอบฉันทะให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและการออกเสียงลงคะแนนไม่สามารถแบ่งแยกจ านวนหุ้น ให้ ผู้รับมอบฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได้ A shareholder assigning a proxy can authorize only one proxy to attend the meeting and cast the votes on his/her/their behalf and all votes of a shareholder cannot be split for more than one prox.

20 Baht

หนังสือมอบฉันทะแบบ ข. ติดอากร Proxy Form (B) แสตมป์ 20 เขียนที่ / Made at …………………………………………...………. บาท วันที่ Date ………..……เดือน Month…………….………พ.ศ /Year …...... ……… 1) ข้าพเจ้า I/We ……………………………………………………………….………………………....…สัญชาติ/Nationality ……………………………………….…………………….. อยู่บ้านเลขที่/Residing at……………………..…………ถนน/Road…………………..……….....………………ต าบล/แขวง/Sub-district ……………...……………...... อ าเภอ/เขต /District ………………………………………จังหวัด /Province ………………………………รหัสไปรษณีย์ /Postal Code ………………………..…………..… 2) เป็นผู้ถือหุ้นของ/as a shareholder of บริษัท อสมท จ ากัด (มหาชน)/MCOT Public Company Limited, โดยถือหุ้นจ านวนทั้งสิ้นรวม……………………………………..………………….หุ้น และออกเสียงลงคะแนนได้เท่ากับ……………..………………………...…เสียง ดังนี้ holding a total amount of …………………………….……….…………. shares, and is entitled to cast…………………………………………………...votes หุ้นสามัญ/Ordinary share ...... หุ้น/shares และออกเสียงลงคะแนนได้เท่ากับ /and is entitled to cast...... เสียง/votes หุ้นบุริมสิทธิ/Preferred share...... หุ้น/shares และออกเสียงลงคะแนนได้เท่ากับ/and is entitled to cast...... เสียง/votes 3) ขอมอบฉันทะให้/ hereby appoint (1) ชื่อ /Name…………………………………………………………………………..…………..………………………………………………..…………อายุ /Age …………..……ปี อยู่บ้านเลขที่ /Residing at No.……………………………….……….……ถนน /Road ……………………………ต าบล/แขวง /Sub district ……….………………… อ าเภอ/เขต/District ……………………………………..…….จังหวัด/Province…………………….…….………รหัสไปรษณีย์/Postal Code…………..………หรือ/or (2) ชื่อ /Name………………………………………………………………….………………………………..…………………………………..…………อายุ /Age …………..……ปี อยู่บ้านเลขที่ /Residing at No.…………………..………ถนน /Road ……….………………….………………ต าบล/แขวง /Sub district ……….…………………อ าเภอ/ เขต/District ………………………………………….จังหวัด/Province…………..…………..…รหัสไปรษณีย์/Postal Code………………………….………หรือ/or (3) ชื่อ /Name……………………………………………………………………………………………………..…………………………………..…………อายุ /Age …………..……ปี อยู่บ้านเลขที่ /Residing at No.………………….………ถนน /Road ………………………….……………ต าบล/แขวง /Sub district ………..….…………………อ าเภอ/ เขต/District ……………………………………………..…….จังหวัด/Province ……………………..……………………รหัสไปรษณีย์ /Postal Code ……………… หรือมอบฉันทะให้กรรมการอิสระ/กรรมการตรวจสอบ นางรัชดาภรณ์ ราชเทวินทร์ อายุ 61 ปี หรือ นายสุวิทย์ นาคพีระยุทธ อายุ 61 ปี or the Independent Director/ Member of the Audit Committee Mrs.Rachadaporn Rajchataewindra age 61 or Mr.Suwit Nakpeerayuth age 61 เลขที่/Residing at No. 63/1 ถนน/Road พระราม 9/ Rama 9 ต าบล/แขวง/Sub-district ห้วยขวาง/Huay Kwang อ าเภอ/เขต/District ห้วยขวาง/Huay Kwang จังหวัด/Province กรุงเทพฯ/Bangkok รหัสไปรษณีย์/Postal Code 10310 คนหนึ่งคนใดเพียงคนเดียวเป็นผู้แทนของข้าพเจ้าเพื่อเข้าประชุมและออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมสามัญผู้ถือหุ้น บมจ. อสมท ประจ าปี 2563 ในวันพุธที่ 29 กรกฎาคม 2563 เวลา 13.30 น. ณ ห้องประชุมออดิทอเรียม ซี อาเซียน ชั้น 10 อาคารซีดับเบิลยู ทาวเวอร์ เลขที่ 90 ถนน รัชดาภิเษก แขวงห้วยขวาง เขตห้วยขวาง กรุงเทพมหานคร 10310 Only one of above is assigned as my/our proxy to attend and vote in the 2020 Annual General Meeting of Shareholders on Wednesday, July 29, 2020 at 13.30 hours at the Auditorium Room C Asean, 10th Floor, CW Tower, 90 Ratchadaphisek Road, HuayKwang Sub-district, Huay Kwang District, Bangkok 10310 หรือที่จะพึงเลื่อนไปในวันเวลา และสถานที่อื่นด้วย / or at any adjournment thereof to any other date, time and venue. 4) ข้าพเจ้าขอมอบฉันทะให้ผู้รับมอบฉันทะออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมครั้งนี้ ดังนี้ I/We, hereby authorize the Proxy to vote on my/our behalf in this meeting as follows:

วาระที่ 1 : เรื่องที่ประธานฯ แจ้งให้ที่ประชุมทราบ Agenda 1 : Report by the Chairman (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

วาระที่ 2 : เรื่อง พิจารณารับรองรายงานการประชุมสามัญผู้ถือหุ้น บมจ. อสมท ประจ าปี 2562 วันพฤหัสบดีที่ 25 เมษายน 2562 และการประชุมวิสามัญผู้ถือหุ้น ครั้งที่ 1/2562 วันพฤหัสบดีที่ 13 มิถุนายน 2562 Agenda 2 : To approve the Minutes of the 2019 Annual General Meeting of Shareholders held on Thursday, April 25, 2019 and The Extraordinary General Meeting of Shareholders No.1/2019 held on Thursday, June 13, 2019 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

วาระที่ 3 : เรื่อง พิจารณารับทราบรายงานผลการด าเนินกิจการของบริษัทฯ ประจ าปี 2562 (วันที่ 1 มกราคม - 31 ธันวาคม 2562) Agenda 3 : To acknowledge the report on the Company’s 2019 operating results (the period between January 1 – December 31, 2019) (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

วาระที่ 4 : เรื่อง พิจารณาอนุมัติงบแสดงฐานะการเงิน บัญชีก าไรขาดทุน ส าหรับรอบระยะเวลาบัญชีสิ้นสุด ณ วันที่ 31 ธันวาคม 2562 Agenda 4 : To approve the Company’s financial statements and income statement for the year ended December 31, 2019 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. ( (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

วาระที่ 6 : เรื่อง พิจารณาแต่งตั้งผู้สอบบัญชีและการกาหนดค่าตอบแทนผู้สอบบัญชี ประจ าปี 2563 Agenda 6 : To approve the appointment of the Auditor and the determination of audit fee for the year of 2020 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

วาระที่ 7 : เรื่อง พิจารณาอนุมัติค่าตอบแทนของกรรมการบริษัท Agenda 7 : To approve directors’ remuneration (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

วาระที่ 8 : เรื่อง รับทราบการแต่งตั้งกรรมการแทนกรรมการที่พ้นจากต าแหน่งก่อนครบวาระและกรรมการที่ออกตามวาระ และพิจารณา เลือกตั้งกรรมการแทน Agenda 8 : To acknowledge the appointment new directors in replacement of those who are due to retire prior completion of their tenure and by rotation, and approve the appointment of the replacement directors (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows; การแต่งตั้งกรรมการทั้งชุด The appointment of the whole Board of Directors  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain การแต่งตั้งกรรมการเป็นรายบุคคล The appointment of individual Directors 1. กรรมการคนที่ 1 ......  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain 2. กรรมการคนที่ 2 ......  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain 3. กรรมการคนที่ 3 ......  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain 4. กรรมการคนที่ 4 ......  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

วาระที่ 9 : เรื่องอื่นๆ (ถ้ามี) / Agenda 9 : Others (if any) (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

6) ในกรณีที่ข้าพเจ้าไม่ได้ระบุความประสงค์ในการลงคะแนนเสียงในวาระใดไว้หรือระบุไว้ไม่ชัดเจนหรือในกรณีที่ที่ประชุมมีการพิจารณาหรือลงมติใน เรื่องใดนอกเหนือจากเรื่องที่ระบุไว้ข้างต้น รวมถึงกรณีที่มีการแก้ไขเปลี่ยนแปลงหรือเพิ่มเติมข้อเท็จจริงประการใด ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและ ลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร

In case that I/we do not express my/our intention to vote on a particular matter, or do not express my/our intention clearly, or in case that the Meeting considers and resolves matters other than those specified above, as well as the case that there is any amendment made or provision of additional facts, the Proxy is entitled to consider and vote on my/our behalf as the Proxy deems appropriate in all respects. กิจการใดที่ผู้รับมอบฉันทะได้กระท าไปในการประชุม เว้นแต่กรณีที่ผู้รับมอบฉันทะไม่ออกเสียงตามที่ข้าพเจ้าระบุในหนังสือมอบฉันทะ ให้ถือเสมือนว่า ข้าพเจ้าได้กระท าเองทุกประการ Any act (s) undertaken by the Proxy at such meeting shall be deemed as my/our own act (s) in every respect.

ลงชื่อ/ Signed …………………………………..…… ผู้มอบฉันทะ/Grantor (………………………………………)

ลงชื่อ/ Signed …………………………………...... ผู้รับมอบฉันทะ/ Proxy (………………………………………)

วันที่/ Date ………../…………/……………

หมายเหตุ / Remarks 1. ผู้ถือหุ้นที่มอบฉันทะ จะต้องมอบฉันทะให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและออกเสียงลงคะแนน ไม่สามารถแบ่งแยกจ านวนหุ้นให้ ผู้รับมอบฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได้ A shareholder assigning a proxy can authorize only one proxy to attend the meeting and cast the vote on his/her /their behalf and all votes of a shareholder cannot be split for more than one proxy. 2. วาระเลือกตั้งกรรมการสามารถเลือกตั้งกรรมการทั้งชุดหรือเลือกตั้งกรรมการเป็นรายบุคคล In agenda regarding the appointment of new directors, the appointment can be made for all directors or for individual director 3. ในกรณีที่มีวาระที่จะพิจารณาในการประชุมมากกว่าที่ระบุไว้ข้างต้น ผู้มอบฉันทะสามารถระบุเพิ่มเติมได้ในใบประจ าต่อแบบหนังสือมอบฉันทะแบบ ข. ตาม แนบ Should the provisions prescribed above are not sufficient to cover all the Proxy’s intentions; the Proxy may use the attached Annex to the Proxy Form B.

ใบประจาต่อแบบพิมพ์หนังสือมอบฉันทะ (แบบ ข.) / Annex to the Form of Proxy (Form B)

การมอบฉันทะในฐานะเป็นผู้ถือหุ้นของ บริษัท อสมท จ ากัด (มหาชน)/ Grant of proxy as a shareholder of MCOT Plc. ในการประชุม สามัญผู้ถือหุ้น บมจ. อสมท ประจ าปี 2563 ในวันพุธที่ 29 กรกฎาคม 2563 เวลา 13.30 น. ณ ห้องประชุมออดิทอเรียม ซี อาเซียน ชั้น 10 อาคาร ซีดับเบิลยู ทาวเวอร์ เลขที่ 90 ถนนรัชดาภิเษก แขวงห้วยขวาง เขตห้วยขวาง กรุงเทพมหานคร 10310 At the 2020 Annual General Meeting of Shareholders on Wednesday, July 29, 2020 at 13.30 hours at the Auditorium Room C Asean, 10th Floor, CW Tower, 90 Ratchadaphisek Road, HuayKwang Sub-district, HuayKwang District, Bangkok 10310 หรือที่จะพึงเลื่อนไป ในวันเวลา และสถานที่อื่นด้วย / or at any adjournment thereof to any other date, time and venue. ------วาระที่ /Agenda...... เรื่อง /Subject …...... (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. ข. ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

วาระที่ /Agenda...... เรื่อง /Subject ...... (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

ชื่อกรรมการ ......  เห็นด้วย / Approve ไม่เห็นด้วย / Not approve  งดออกเสียง / Abstain

ข้าพเจ้าขอรับรองว่ารายการในใบประจาต่อแบบพิมพ์หนังสือมอบฉันทะถูกต้องบริบูรณ์และเป็นความจริงทุกประการ I hereby certify that all details in this Annex to the form of proxy are true and correct in every respect.

20 Baht

หนังสือมอบฉันทะแบบ ค. ติดอากร แสตมป์ 20 Proxy Form C (แบบที่ใช้เฉพาะกรณีผู้ถือหุ้นเป็นผู้ลงทุนต่างประเทศและแต่งตั้งให้คัสโตเดียน (Custodian) ในประเทศไทยเป็นผู้รับฝากและดูแลผู้ถือหุ้น) (for foreign shareholders who authorize the Custodian in Thailand.) เขียนที่ / Made at …………………………………………...… วันที่/Date…………เดือน/Month ………..……พ.ศ/Year ……...…………... 1) ข้าพเจ้า I/We ……………………………………………………………………………….………………………………สัญชาติ/Nationality……………………….………….…………. อยู่บ้านเลขที่/Residing at……………………………….………ถนน/Road……………..…………………….………ต าบล/แขวง/Sub district ……..…………………….…..... อ าเภอ/เขต /District …………………...... …………..……จังหวัด /Province ……………….…………………รหัสไปรษณีย์ /Postal Code…….………….……..……. ในฐานะผู้ประกอบธุรกิจเป็นผู้รับฝากและดูแลหุ้นให้กับ...... As the Custdian of (Please specify the fund name / Shareholder name) ซึ่งเป็นผู้ถือหุ้น ของ/ as a shareholder of บริษัท อสมท จ ากัด (มหาชน)/ MCOT Public Company Limited โดยถือหุ้นจ านวนทั้งสิ้นรวม…………………………………..……….………………หุ้น และออกเสียงลงคะแนนได้เท่ากับ………………………………………...…เสียง ดังนี้ holding a total amount of ………………………………………..…………………shares, and is entitled to cast ……………….……………..………………votes หุ้นสามัญ/Ordinary share ...... หุ้น/shares และออกเสียงลงคะแนนได้เท่ากับ /and is entitled to cast...... เสียง/votes หุ้นบุริมสิทธิ/Preferred share...... หุ้น/shares และออกเสียงลงคะแนนได้เท่ากับ/and is entitled to cast...... เสียง/votes 2) ขอมอบฉันทะให้/ hereby appoint (1) ชื่อ /Name...... …………………...... ………………...... อายุ /Age …………………...... ปี อยู่บ้านเลขที่ /Residing at No.………………..………...……ถนน/Road ……………………………………..…………ต าบล/แขวง/Sub district……….……..…………… อ าเภอ/เขต/District………………………………..…….………จังหวัด/Province………………………………..…รหัสไปรษณีย์/Postal Code …………….………หรือ/or (2) ชื่อ /Name...... ……………………………...... ………………...... อายุ /Age …………………...... ปี อยู่บ้านเลขที่ /Residing at No.…………………..……...……ถนน/Road ……………………………………..…………ต าบล/แขวง/Sub district……….……..…………… อ าเภอ/เขต/District……………………………...... ………………จังหวัด/Province……………………………..…รหัสไปรษณีย์/Postal Code …………….………หรือ/or (3) ชื่อ /Name...... …………………...... ………………...... อายุ /Age …………………...... ปี อยู่บ้านเลขที่ /Residing at No.………………………..…...……ถนน/Road ………………………………..…………ต าบล/แขวง/Sub district………….……..…………… อ าเภอ/เขต/District………………………………………….……….จังหวัด/Province………………………..…………รหัสไปรษณีย์/Postal Code ………….……….……… หรือมอบฉันทะให้กรรมการอิสระ/กรรมการตรวจสอบ นางรัชดาภรณ์ ราชเทวินทร์ อายุ 61 ปี หรือ นายสุวิทย์ นาคพีระยุทธ อายุ 61 ปี or the Independent Director/ Member of the Audit Committee Mrs.Rachadaporn Rajchataewindra age 61 or Mr.Suwit Nakpeerayuth age 61 เลขที่/Residing at No. 63/1 ถนน/Road พระราม 9/ Rama 9 ต าบล/แขวง/Sub-district ห้วยขวาง/Huay Kwang อ าเภอ/เขต/District ห้วยขวาง/Huay Kwang จังหวัด/Province กรุงเทพฯ/Bangkok รหัสไปรษณีย์/Postal Code 10310 คนหนึ่งคนใดเพียงคนเดียวเป็นผู้แทนของข้าพเจ้าเพื่อเข้าประชุมและออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมสามัญผู้ถือหุ้น บมจ. อสมท ประจ าปี 2563 ในวันพุธที่ 29 กรกฎาคม 2563 เวลา 13.30 น. ณ ห้องประชุมออดิทอเรียม ซี อาเซียน ชั้น 10 อาคารซีดับเบิลยู ทาวเวอร์ เลขที่ 90 ถนนรัชดาภิเษก แขวงห้วยขวาง เขตห้วยขวาง กรุงเทพมหานคร 10310 Only one of above is assigned as my/our proxy to attend and vote in the 2020 Annual General Meeting of Shareholders on Wednesday, July 29, 2020 at 13.30 hours at the Auditorium Room C Asean, 10th Floor, CW Tower, 90 Ratchadaphisek Road, HuayKwang Sub-district, Huay Kwang District, Bangkok 10310 หรือที่จะพึงเลื่อนไปในวันเวลา และสถานที่อื่นด้วย / or at any adjournment thereof to any other date, time and venue. 3) ข้าพเจ้าขอมอบฉันทะให้ผู้รับมอบฉันทะเข้าร่วมประชุมและออกเสียงลงคะแนนในครั้งนี้ ดังนี้ The number of votes for which I/We authorize the Proxy to vote in this meeting is มอบฉันทะตามจ านวนหุ้นทั้งหมดที่ถือและมีสิทธิออกเสียงลงคะแนนได้ To authorize the Proxy to cast the votes pursuant to the total number of shares มอบฉันทะบางส่วน คือ To authorize the Proxy to cast the votes less than the total number of shares

หุ้นสามัญ...... หุ้น และมีสิทธิออกเสียงลงคะแนนได้...... เสียง Ordinary share...... shares, and is entitled to cast...... votes หุ้นบุริมสิทธิ...... หุ้น และมีสิทธิออกเสียงลงคะแนนได้...... เสียง Preference Share...... shares, and is entitled to cast...... votes รวมสิทธิออกเสียงลงคะแนนได้ทั้งหมด/ Total...... เสียง/ votes 4) ข้าพเจ้าขอมอบฉันทะให้ผู้รับมอบฉันทะออกเสียงลงคะแนนแทนข้าพเจ้าในการประชุมครั้งนี้ ดังนี้ I/We, hereby authorize the Proxy to vote on my/our behalf in this meeting as follows: วาระที่ 1 : เรื่องที่ประธานฯ แจ้งให้ที่ประชุมทราบ / Agenda 1 : Report by the Chairman (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย/Approve ……...... เสียง/vote(s) ไม่เห็นด้วย/Not approve …...... เสียง/vote(s)  งดออกเสียง/Abstain...... ……เสียง/ vote(s)

วาระที่ 2 : เรื่อง พิจารณารับรองรายงานการประชุมสามัญผู้ถือหุ้น บมจ. อสมท ประจ าปี 2562 วันพฤหัสบดีที่ 25 เมษายน 2562 Agenda 2 : To approve the Minutes of the 2019 Annual General Meeting of Shareholders held on Thursday, April 25, 2019 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย/Approve ……...... …เสียง/vote(s) ไม่เห็นด้วย/Not approve …...... …...เสียง/vote(s)  งดออกเสียง/Abstain...... …เสียง/ vote(s)

วาระที่ 3 : เรื่อง พิจารณารับทราบรายงานผลการด าเนินกิจการของบริษัทฯ ประจ าปี 2562 (วันที่ 1 มกราคม - 31 ธันวาคม 2562) Agenda 3 : To acknowledge the report on the Company’s 2019 operating results (the period between January 1 – December 31, 2019) (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย/Approve …...... …เสียง/vote(s) ไม่เห็นด้วย/Not approve …...... …...เสียง/vote(s)  งดออกเสียง/Abstain...... …เสียง/ vote(s)

วาระที่ 4 : เรื่อง พิจารณาอนุมัติงบแสดงฐานะการเงิน บัญชีก าไรขาดทุน ส าหรับรอบระยะเวลาบัญชีสิ้นสุด ณ วันที่ 31 ธันวาคม 2562 Agenda 4 : To approve the Company’s financial statements and income statement for the year ended December 31, 2019 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย/Approve ……...... …เสียง/vote(s) ไม่เห็นด้วย/Not approve …...... …...เสียง/vote(s)  งดออกเสียง/Abstain...... …เสียง/ vote(s)

วาระที่ 5 : เรื่อง พิจารณาการงดจ่ายเงินปันผลประจ าปี 2562 Agenda 5 : To approve the omission of dividend payment for the year of 2019 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย/Approve ……...... …เสียง/vote(s) ไม่เห็นด้วย/Not approve …...... …...เสียง/vote(s)  งดออกเสียง/Abstain...... …เสียง/ vote(s) At MCOT, we all work together towards a common goal of promoting transparency and anti-corruption to achieve sustainable development. MCOT has adopted an anti-corruption policy against all forms of corruption, which applies to any action taken by MCOT employees. For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.

วาระที่ 6 : เรื่อง พิจารณาแต่งตั้งผู้สอบบัญชีและการก าหนดค่าตอบแทนผู้สอบบัญชี ประจ าปี 2563 Agenda 6 : To approve the appointment of the Auditor and the determination of audit fee for the year of 2020 (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย/Approve ……...... …เสียง/vote(s) ไม่เห็นด้วย/Not approve …...... …...เสียง/vote(s)  งดออกเสียง/Abstain...... …เสียง/ vote(s)

วาระที่ 7 : เรื่อง พิจารณาอนุมัติค่าตอบแทนของกรรมการบริษัท Agenda 7 : To approve directors’ remuneration (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย/Approve ...... …เสียง/vote(s) ไม่เห็นด้วย/Not approve …...... …...เสียง/vote(s)  งดออกเสียง/Abstain...... ……เสียง/ vote(s)

วาระที่ 9 : เรื่องอื่นๆ (ถ้ามี) / Agenda 9 : Others (if any) Agenda 9 : To approve the appointment to Article of the MCOT’s Articles of Association (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย/Approve ...... …เสียง/vote(s) ไม่เห็นด้วย/Not approve …...... …...เสียง/vote(s)  งดออกเสียง/Abstain...... ……เสียง/ vote(s) At MCOT, we all work together towards a common goal of promoting transparency and anti-corruption to achieve sustainable development. MCOT has adopted an anti-corruption policy against all forms of corruption, which applies to any action taken by MCOT employees. For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.

5) การลงคะแนนเสียงของผู้รับมอบฉันทะในวาระใดที่ไม่เป็นไปตามที่ระบุไว้ในหนังสือมอบฉันทะนี้ให้ถือว่าการลงคะแนนเสียงนั้นไม่ถูกต้องและไม่ถือ เป็นการลงคะแนนเสียงของผู้ถือหุ้น The Proxy’s voting on any matters that are not pursuant to what is specified in this Proxy Form is considered invalid and would not be regarded as a shareholders voting. ในกรณีที่ข้าพเจ้าไม่ได้ระบุความประสงค์ในการลงคะแนนเสียงในวาระใดไว้หรือระบุไว้ไม่ชัดเจนหรือในกรณีที่ที่ประชุมมีการพิจารณาหรือลงมติในเรื่องใด นอกเหนือจากเรื่องที่ระบุไว้ข้างต้น รวมถึงกรณีที่มีการแก้ไขเปลี่ยนแปลงหรือเพิ่มเติมข้อเท็จจริงประการใด ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติ แทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร In case that I/we do not express my/our intention to vote on a particular matter, or do not express my/our intention clearly, or in case that the Meeting considers and resolves matters other than those specified above, as well as the case that there is any amendment made or provision of additional facts, the Proxy is entitled to consider and vote on my/our behalf as the Proxy deems appropriate in all respects. กิจการใดที่ผู้รับมอบฉันทะได้กระท าไปในการประชุม เว้นแต่กรณีที่ผู้รับมอบฉันทะไม่ออกเสียงตามที่ข้าพเจ้าระบุในหนังสือมอบฉันทะ ให้ถือเสมือนว่า ข้าพเจ้าได้กระท าเองทุกประการ Any act (s) undertaken by the Proxy at such meeting shall be deemed as my/our own act (s) in every respect.

ลงชื่อ/ Signed ………………………..………………ผู้มอบฉันทะ/Grantor (……………………………………) ลงชื่อ/ Signed …………………………………...... ผู้รับมอบฉันทะ/ Proxy (……………………………………) ลงชื่อ/ Signed …………………………………...... ผู้รับมอบฉันทะ/ Proxy (……………………………………) ลงชื่อ/ Signed …………………………………...... ผู้รับมอบฉันทะ/ Proxy (……………………………………) วันที่/ Date ………../…………/…………… หมายเหตุ / Remarks: 1. หนังสือมอบฉันทะแบบ ค. นี้ใช้เฉพาะกรณีที่ผู้ถือหุ้นที่ปรากฏชื่อในทะเบียนเป็นผู้ลงทุนต่างประเทศและแต่งตั้งให้คัสโตเดียน (Custodian) ใน ประเทศไทยเป็นผู้รับฝากและดูแลหุ้นให้เท่านั้น Only foreign shareholders as registered in the registration book who authorize the Custodian in Thailand use the Proxy from C 2. หลักฐานที่ต้องแนบพร้อมกับหนังสือมอบฉันทะ คือ / Evidences to be enclosed with the proxy form are: (1) หนังสือมอบอ านาจจากผู้ถือหุ้นให้คัสโตเดียน (Custodian) เป็นผู้ด าเนินการลงนามในหนังสือมอบฉันทะแทน Letter of attorney form shareholder authorizes a custodian to sign the Proxy Form on behalf of the shareholder (2) หนังสือยืนยันว่าผู้ลงนามในหนังสือมอบฉันทะแทนได้รับอนุญาตประกอบธุรกิจ คัสโตเดียน (Custodian) Letter of certification to certify that the signer in the Proxy Form have a permit to act as a Custodian 3. ผู้ถือหุ้นที่มอบฉันทะ จะต้องมอบฉันทะให้ผู้รับมอบฉันทะเพียงรายเดียวเป็นผู้เข้าประชุมและออกเสียงลงคะแนนไม่สามารถแบ่งแยกจานวนหุ้ น ให้ผู้รับมอบฉันทะหลายคนเพื่อแยกการลงคะแนนเสียงได้ The shareholder assigning a proxy must authorize only one proxy to attend the meeting and cast the votes on his/her/their behalf and all votes of such shareholder cannot be split for more than one proxy. 4. วาระเลือกตั้งกรรมการสามารถเลือกตั้งกรรมการทั้งชุดหรือเลือกตั้งกรรมการเป็นรายบุคคล In agenda regarding the appointment of new directors, the appointment can be made for all directors or for individual director 5. ในกรณีที่มีวาระที่จะพิจารณาในการประชุมมากกว่าวาระที่ระบุไว้ข้างต้น ผู้มอบฉันทะสามารถระบุเพิ่มเติมได้ในใบประจ าต่อแบบหนังสือมอบฉันทะแบบ ค. ตามแนบ Should the provisions prescribed above are not sufficient to cover all the Proxy’s intentions; the Proxy may use the attached Annex to the Proxy Form C.

วาระที่ /Agenda...... เรื่อง /Subject …...... (ก) ให้ผู้รับมอบฉันทะมีสิทธิพิจารณาและลงมติแทนข้าพเจ้าได้ทุกประการตามที่เห็นสมควร The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (ข) ให้ผู้รับมอบฉันทะออกเสียงลงคะแนนตามความประสงค์ของข้าพเจ้า ดังนี้ The proxy may consider the matters and vote on my/our behalf as follows;  เห็นด้วย/Approve ……เสียง/vote(s) ไม่เห็นด้วย/Not approve ……..เสียง/vote(s)  งดออกเสียง/Abstain .……เสียง/ vote(s)

ชื่อกรรมการ ......  เห็นด้วย/Approve ……เสียง/vote(s) ไม่เห็นด้วย/Not approve ……..เสียง/vote(s)  งดออกเสียง/Abstain .……เสียง/ vote(s)

ข้าพเจ้าขอรับรองว่ารายการในใบประจาต่อแบบพิมพ์หนังสือมอบฉันทะถูกต้องบริบูร ณ์และเป็นความจริงทุกประการ I hereby certify that all details in this Annex to the form of proxy are true and correct in every respect.

ประวัติกรรมการอิสระที่เป็นผู้รับมอบฉันทะ Curriculum Vite of the Independent Director who are acting as shareholder proxy

ชื่อ-ชื่อสกุล นางรัชดาภรณ์ ราชเทวินทร์ Name-Surname Mrs.Rachadaporn Rajchataewindra วันเดือนปีเกิด 18 กรกฎาคม 2501 อายุ 61 ปี Date of Birth July 18, 1958 Age 61 ที่อยู่ 63/1 ถนนพระราม 9 แขวงห้วยขวาง เขตห้วยขวาง กรุงเทพฯ 10310 Address 63/1 Rama 9 Road, Huay Kwang, Bangkok 10310 ต าแหน่งปัจจุบัน : กรรมการอิสระ /กรรมการตรวจสอบ Current Position : Independent Director /Member of the Audit Committee ประวัติการศึกษา : ปริญญาโท บริหารธุรกิจมหาบัณฑิต (ภาคภาษาอังกฤษ) มหาวิทยาลัยหอการค้าไทย MBA (English Program) , University of the Thai Chamber of Commerce : ปริญญาตรี นิติศาสตรบัณฑิต มหาวิทยาลัยสุโขทัยธรรมาธิราช LL.B. Facalty of Law, Sukhothai Thammathirat OpenUniversity : ปริญญาตรี ศิลปศาสตรบัณฑิต (การบัญชี) มหาวิทยาลัยเชียงใหม่ B.A in Accounting , Chiangmai University ประวัติการท างาน : บริษัทจดทะเบียน / Listed companies Work Experience - บริษัท ทีอาร์ซี คอนสตรัคชั่น จ ากัด (มหาชน) TRC Construction Plc. - บริษัท ไทยยูเนี่ยน ฟีดมิลล์ จ ากัด (มหาชน) Thai Union Feedmill Plc. : บริษัท/หน่วยงานอื่น ๆ จ านวน 6 แห่ง / 6 Companies/Other Companies - กรรมการ องค์กรสะพานปลา / Director , Fish Marketing Organization - รองกรรมการผู้จัดการใหญ่ สายงานบัญชีและการเงิน บริษัท ไออาร์พีซี จ ากัด (มหาชน) Senior Executive Vice President , IRPC Plc. - ผู้ช่วยกรรมการผู้อ านวยการใหญ่ บริษัท ปตท จ ากัด (มหาชน) Executive Vice President, PTT Plc. - กรรมการ บริษัท ไออาร์พีซี พีซีซี จ ากัด / Director , IRPC PCC Co.,Ltd. - กรรมการ บริษัท ไออาร์พีซี โพลีออล จ ากัด / Director, IRPC Polyol Co.,Ltd. - กรรมการ บริษัท ไออาร์พีซี คลีน พาวเวอร์ จ ากัด / Director , IRPC Clean Power Co., Ltd. - กรรมการ บริษัท ไออาร์พีซี เอ แอนด์ แอล จ ากัด / Director , IRPC A&L Co.,Ltd.

ส่วนได้เสียในวาระการประชุม ไม่มีส่วนได้เสียพิเศษที่แตกต่างจากกรรมการคนอื่น ๆ ในทุกวาระที่เสนอในการประชุมสามัญผู้ถือหุ้นครั้งนี้ Conflict in Item Not having conflict of interest in any agenda proposed to this Annual General Meeting of Shareholders

ชื่อ-ชื่อสกุล นายสุวิทย์ นาคพีระยุทธ Name-Surname Mr.Suvit Nakpeerayuth วันเดือนปีเกิด 26 พฤศจิกายน 2501 อายุ 60 ปี Date of Birth November 26, 1958 Age 60 ที่อยู่ 63/1 ถนนพระราม 9 แขวงห้วยขวาง เขตห้วยขวาง กรุงเทพฯ 10310 Address 63/1 Rama 9 Road, Huay Kwang, Bangkok 10310 ต าแหน่งปัจจุบัน : กรรมการอิสระ /กรรมการตรวจสอบ /กรรมการบริหารความเสี่ยง Current Position : Independent Director /Member of the Audit Committee / Member of the Risk Management Committee ประวัติการศึกษา : ปริญญาโท วิศวกรรมศาสตร์ (วิศวกรรมไฟฟ้า) จุฬาลงกรณ์มหาวิทยาลัย Education M.Eng. in Electrical Engineering, Chulalongkorn University : ปริญญาตรี วิศวกรรมศาสตร์ (วิศวกรรมไฟฟ้า) จุฬาลงกรณ์มหาวิทยาลัย B.Eng. in Electrical Engineering, Chulalongkorn University

ประวัติการท างาน : บริษัทจดทะเบียน / Listed companies Work Experience ไม่มี / None : บริษัท/หน่วยงานอื่นๆ จ านวน 3 แห่ง / 3 Companies/Other Companies - กรรมการ บมจ. ทรู วิชั่นส์ เคเบิ้ล /Director, True Visions Cable Plc. - ผู้ช่วยศาสตราจารย์(อาจารย์ประจ าภาควิชาวิศวกรรมไฟฟ้า) จุฬาลงกรณ์มหาวิทยาลัย Assistant professor (Lecturer, Department of Electrical Engineering, Faculty of Engineer), Chulalongkorn University - กรรมการ บริษัท ซอฟต์คอนทัวร์ จ ากัด/Director, Soft Contour Co., Ltd /Director, Soft Contour Co., Ltd

Enclosure 8

Instructions for Attending the Meeting, Assigning a Proxy and Voting Process

1. In case the shareholder attends the Meeting in person - Completed and signed Registration Form (Enclosure 12) - Thai Shareholders: Present a valid ID card, government-issued ID card, driving license, passport at the registration point. - Foreign Shareholders: Present a valid foreign ID card, or a passport or other identification documents - Name / Surname change: Present certified documents

2. In case the shareholder assigns a Proxy - The shareholder assigning a proxy may assign more than one proxy but only one proxy can attend the Meeting and cast the votes on his/her behalf, as indicated in the attached Proxy Form. - The shareholder may express his/her wish to assign a proxy to cast a vote as APPROVE, NOT APPROVE or ABSTAIN on each subject matter separately in the proxy form. - The proxy must submit the completed proxy form, with the shareholder’s and the proxy’s signatures and a 20-Baht Duty Stamp affixed, to the Chairman of the Meeting or representative of the Chairman ahead of the Meeting. Any correction made in the proxy form must be signed by the shareholder. (The Duty Stamp will be provided by MCOT Plc.).

Documents Required for Assigning a Proxy

 In case a shareholder assigning a proxy who is a Thai citizen: 1) Registration form (Enclosure 12) that is singed by a proxy 2) A completed proxy form with signature of a shareholder and a proxy (as attached with the invitation, either form A or form B), which can be downloaded from www.mcot.net/ir. 3) A copy of ID card or government-issued ID card signed and certified as a true copy by a shareholder. 4) A copy of ID card or government-issued ID card signed and certified as a true copy by a proxy.

 In case a shareholder assigning a proxy who is a foreigner: 1) Registration form (Enclosure 12) with signature of a proxy 2) A completed proxy form with signature of a shareholder and a proxy (as attached with the invitation, either form A or form B), which can be downloaded from www.mcot.net/ir. 3) A copy of passport, certificate of alien, or other identification documents signed and certified as a true copy by a shareholder. 4) A copy of passport, certificate of alien, or other identification documents signed and certified as a true copy by a proxy

 In case a shareholder assigning a juristic person as a proxy: - Thai juristic person: 1) Registration form (Enclosure 12) with signature of a proxy 2) A completed proxy form with signature of a juristic person assigned as proxy and shareholder (as attached with the invitation, either form A or form B), which can be downloaded from www.mcot.net/ir. 3) A copy of the Company’s affidavit issued by the Ministry of Commerce, with less than 1 year validity, signed and certified as a true copy by an authorized person of the company together with a copy of the ID card or government-issued ID card signed and certified as a true copy of an authorized person. 4) A copy of ID card or government-issued ID card signed and certified as a true copy by an authorized person. 5) A copy of ID card or government-issued ID card signed and certified as a true copy by a proxy.

 In case a shareholder who is a foreign investor and appoints a custodian in Thailand as a share depositary: 1) Registration form (Enclosure 12) with signature of a proxy 2) A completed proxy form C (as attached with the invitation) with signature of an authorized jusristic person and a proxy, which can be downloaded from www.mcot.net/ir.

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3) A copy of juristic person certificate of a custodian issued by the Ministry of Commerce, with less than 1 year validity, signed and certified as a true copy by an authorized person or proxy of a custodian (a proxy can certify a true copy on a proxy form) 4) A copy of ID card or government-issued ID card signed and certified as a true copy by an authorized person of a custodian 5) A copy of ID card or government-issued ID card signed and certified as a true copy by a proxy 6) A letter confirming that a custodian is a signatory in the proxy form and is authorized to operate custodian business 7) A copy of a proxy letter stating that a foreign shareholder grants authorization to a custodian to sign in a proxy form on behalf of such shareholder

English translation is required for any original document that is not in English. Such translation must be certified true by a shareholder or authorized person of a juristic person.

 In case of using fingerprinting instead of signature, use the left thumb and complete the following statement “Fingerprint taken from the left thumb of ………..”. Fingerprinting must be carried out before 2 witnesses with their signature certifying such fingerprint as a real fingerprint of that person and submit a copy of their ID card or government ID card signed and certified as a true copy.  In case a shareholder cannot attend the Meeting, such shareholder may assign a person or the following independent director as a proxy to vote on his/her behalf:

1. Mrs.Rachadaporn Rajchataewindra, Chairman of the Audit Committee, MCOT Plc.; or 2. Mr.Suvit Nakpeerayuth, Member of the Audit Committee

The shareholder wishing to assign the Independent Director as a proxy, please submit a complete Proxy Form in accordance with the above mentioned principles together with relevant documents to the company secretary at least 1 day prior to the Meeting to the following address: Corporate Secretaty Department, MCOT Plc. 63/1 Rama IX Road, Huay kwang Bangkok 10310

 To register, a proxy must show his/her ID card or government ID card or passport (if a foreigner).

3. In case that the shareholder is deceased: The administrator may attend the Meeting or assign a proxy. The presentation of the court’s order appointing such person as the administrator with signature of an authorized person not exceeding 6 months prior to the Meeting is also required during the registration.

4. In case that the shareholder is a minor: Father or mother or legal parent may attend the meeting or assign a proxy. A copy of home registration certificate is also required.

5. In case that the shareholder is an incompetent person: A guardian of incompetent person may attend the Meeting or assign a proxy. The presentation of a court’s order appointing that person as a guardian and signed by an authorized person not exceeding 6 months prior to the Meeting is required.

Registration Process

The registration will start 3 hours before the Meeting or at 10.00 hrs. The QR code system will be applied to facilitate registration. Shareholders and or proxies are required to present a registration form (enclosure 12) on the meeting date. - Attending the Meeting in person  Present a registration form on which a barcode is affixed as well as required documents to staff at a registration point.  Obtain a ballot. - Assigning a proxy  Lodge one completed proxy form that is signed by both shareholder and proxy along with required documents to staff at a document verification point.

-3-  Contact a registration point to present a registration form on which a barcode is affixed, a proxy form and required documents that are already verified.  Obtain a ballot. Number of Shareholders to convene the Meeting

The Meeting shall not start until the number of shareholders attending the Meeting forms a quorum, 25 shareholders and proxies, or no less than 50% (1/2) of the total number of shareholders holding shares, when combined, no less than 1/3 of the total number of the paid up capital.

Voting Process

1. The Voting must be carried out in public, 1 share for 1 vote and the resolution passed by the Meeting is determined as follows: - Ordinary Case: The adoption of the resolution of the Meeting requires a majority of the votes cast by shareholders attending the Meeting and having voting rights. In the event of an equal number of votes, the Meeting Chairman shall give the casting vote. - Other Cases, as defined in the laws or the Company’s regulations as an extraordinary case: The voting process shall be carried out in accordance with such regulations. The Chairman of the Meeting shall notify the Meeting of such voting prior to commencement of the voting process. 2. Voting by a proxy: The proxy has to vote strictly in accordance with what the shareholder has indicated in the Proxy Form. 3. Shareholders who have personal interest in a matter which relates to the Company’s affairs shall be prohibited to vote on that matter. The Chairman of the Meeting may ask them to leave the meeting room until the voting procedure on that matter has been completed. 4. Confidential voting can be carried out at the request of at least 5 shareholders and the resolution passed by the Meeting to carry out such a confidential voting is required. The Chairman of the Meeting shall determine the voting process and notify the Meeting of such voting prior to commencement of the voting process. 5. Clause No. 29 of the Company’s regulations stipulates that the adoption of the resolution of the Meeting requires a majority of the votes cast by shareholders attending the Meeting and having voting rights. In case of equal number of votes, the Chairman of the Meeting shall have the casting vote.

MCOT Plc. reserves the right to allow only persons with all required documents to attend the Meeting.

Enclosure 9

Regulations on the Shareholder Meeting and the Voting Instruction

No. 20 The Board of Directors shall hold the Annual General Meeting of shareholders within four months from the date ending the account period of the Company. Other Meetings of shareholders in addition to the Annual General Meeting shall be called the “Extraordinary General Meeting”, and the Board of Directors may convene the Extraordinary General Meetings of shareholders any time it deems expedient.

No. 21 One or more shareholder(s) holding not less than ten (10) percent of the total issued shares may request in writing to the Board of Directors to hold an extraordinary meeting of shareholders at any time but they shall clearly specify reasons for such request in the notice. In such case, the Board of Directors must hold a meeting of shareholders within forty-five days from the date of receipt of the notice. In the case that the Board of Directors does not hold such meeting within the period specified in the first paragraph, the shareholders who have submitted the request or other shareholders holding the aggregate number of shares as prescribed in this Article may hold the meeting by themselves within forty-five days from the lapse of the period referred in the first paragraph. In this case, it shall be deemed that such shareholder’s meeting is the meeting called by the Board of Directors. The Company shall be responsible for all necessary expenses incurring from the holding of the meeting and reasonable facilitation. In the case that the quorum of the meeting convened as requested by the shareholders according to the second paragraph cannot be formed as required by this regulation, the shareholders under the second paragraph shall be jointly responsible for any expenses incurring from the convening of such meeting.

No. 22 In convening a meeting of shareholders, the Board of Directors shall send out the document for the meeting to the shareholders and the Registrar for information not less than seven days before the date of the meeting. And the document shall specify place, date, time, agenda and matters to be set fourth to the meeting together with reasonable details, approval, or consideration, including opinion of the Board of Directors on said matters. The document for the meeting shall also be announced in a newspaper for not less than three days before the date of the meeting.

No. 24 The Shareholders shall be eligible to attend the Meeting and to vote in every Shareholder’s Meeting. With respect to voting, every hare entitles the shareholder to cast one vote. Voting shall be conducted openly unless five shareholders or more request a secret vote and the Meeting resolves accordingly. The procedures for conducting a secret vote shall be specified by the Chairman.

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No.25 The shareholders may authorize other persons as proxies to attend and vote on their behalves. The proxy shall submit this Proxy Form to the Chairman or the person designated by the Chairman before attending the Meeting. As required by the Limited Public Company Act B.E. 2535, the Proxy Form must specify the details as follows: (1) Number of shares being held by the grantor (2) Name of the proxy (3) Date and number of the meeting The proxy has the number of votes equivalent to the total number of shares of the shareholder who assigns the proxy, unless, before the voting process, the proxy announces to the meeting to vote only for some shareholders, by indicating the name and number of shares of shareholders who assign the proxy.

No. 26 There must be shareholders and proxies (if any) present at the meeting in a number not less than twenty- five or not less than one half of the total number of shareholders, representing an aggregate number of shares not less than one-third of the total number of sold shares to constitute a quorum. If such meeting is convened due to the request of shareholders under Article No. 21, number of the shareholders present is insufficient to form a quorum upon the lapse of one hour from the time fixed for the meeting commencement, it shall be cancelled. But if such meeting is convened not up to the request of shareholders under No. 21, it shall be reconvened and the document for the meeting shall be sent to the shareholders not less than seven days and not more than fourteen days ahead of the date of the meeting, and no quorum is required in this case.

No. 28 The Chairman of the Shareholders’ Meeting shall conduct the Meeting in accordance with these regulations and in the order of the agenda stated in the notice calling for meeting, unless the Meeting passes a resolution changing the order of priority of the agenda with a vote of not less than two-thirds of the number of the shareholders attending the Meeting.

After the Meeting has been convened in accordance with the first paragraph, the shareholders holding no less than one-thirds of the total number of the shares sold may request the Meeting to consider matters other than those indicated in the notice calling for the Meeting.

If the Meeting does not complete the consideration of the agenda under the first paragraph or the matters raised by the shareholders under the second paragraph, as the case may be, and if necessary to postpone the Meeting, the Meeting shall fix the place, date and time for holding the next Annual General Meeting and the Board of Directors shall send out notice calling for such Meeting to the Shareholders no less than seven days prior to the date of such Meeting. The said notice shall be published for three consecutive days in a newspaper not less than three days prior to the date of the Meeting.

No.29 A resolution of the meeting of shareholders shall be supported by the majority of votes of the shareholders attending the Meeting and having voting rights. In the event of equal number of votes, the Chairman of the Meeting shall give the casting vote.

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No.30 The decision-making on the following matters requires not less than three-fourths of total number of shareholders attending the Meeting and eligible to vote: (1) To amend contracts and regulations of the Company (2) To rise authorized capital (3) To reduce authorized capital (4) To issue and trade corporate bond (5) To merge the firms (6) To announce the liquidation (7) To trade or transfer the corporate businesses to other party partly or entirely (8) To purchase or take over corporate businesses of other companies, whether public company limited of company (9) To amend or cancel the contracts on corporate leasing partly or entirely (10) To assign other party to manage corporate businesses or (11) To merge the firm on the purpose of profit or loss share

No.31 Shareholders who have personal interest in a matter which relates to the Company’s affairs shall be prohibited to vote on that matter, unless the agenda relating the vote for electing Directors.

No.34 The remuneration of the Board of Directors, if not provided herein, shall be determined in accordance with the resolutions of the Annual General Meeting of Shareholders, having at least a two-third (2/3) majority if those members eligible and present to vote.

No. 37 The rules and means for the Director selection for the Meeting of Shareholders are as follows: (1) One share is equivalent to one vote. (2) Each shareholder is able to cast all the votes pursuant to (1) for one or more nominated Directors without preference. (3) The nominated Directors who rank first and other respectively pursuant to the votes they received will be selected directors as the total number of directors specified. In case equal votes exceed number of directors, the Chairman of the Meeting is required to cast the vote.

Enclosure 10

Inquiry Submission in advance of the 2020 Annual General Meeting of Shareholders

Realizing the importance of the Company’s shareholders as well as the promotion of the principles of corporate governance, MCOT has made an inquiry submission system available to its shareholders for submitting their inquiry relating to the meeting agenda in advance of the Shareholders’ Meeting ,the details of which are as follows: 1. Qualifications of shareholders eligible to submit their inquiries in advance of the Shareholders’ Meeting. Being shareholders eligible to attend and vote at the 2020 Annual General Meeting of Shareholders, whose names appear on the Company’s share register book on the record date to determine shareholders eligible to attend the Shareholders’ Meeting and on the closing date on which name list of shareholders is compiled in accordance with the Section 225 of the Securities and Exchange Act B.E.2535 (1992) by closing the share register book prior to the Shareholders’ Meeting. 2. Inquiry submission together with the following shareholders’ details 1) Name, address, phone and facsimile number(s), e-mail address (if any) as well as the number of shares held by each shareholder. 2) Inquiries to be proposed to the Shareholders’ Meeting must meet the following requirements. (1) Relevant to the following meeting agenda of the 2020 Annual General Meeting of Shareholders . To acknowledge the report on the Company’s 2019 operating results (period between January 1 - December 31, 2019) . To approve the Company’s financial statements and income statement for the year ended December 31, 2019 . To approve the 2019 suspension of dividend payment . To approve directors’ remuneration . To approve the appointment of the Auditor and fixing of audit fee for the year of 2020, and payment of audit fee to the Auditor for the year of 2020 . To acknowledge the appointment of new directors to replace those retiring by rotation (2) Other material information 3. Channels for inquiry submission 1) The Company’s website: www.mcot.net/ir 2) E-mail : [email protected] 3) Registered mails to the following address: Corporate Secretary Department (Inquiry Submission in advance) MCOT Public Company Limited 63/ 1 Rama IX Road, Huaykwang Bangkok 10310 4) Facsimile No. + 66 (0) 2245 1854 4. Inquiry Submission Period Inquiry submission period has been scheduled from July 10, 2020 on. 5. Answering inquiries submitted in advance of the 2020 Annual General Meeting of Shareholders MCOT Plc. will consider answering inquiries submitted before the 2020 Annual General Meeting of Shareholders via e-mails, facsimile and other channels as appropriate to allow other shareholders to equally receive information.

Inquiry Form to be submitted before the 2020 Annual General Meeting of Shareholders

Please return the completed form to: 1) The Company’s website: www.mcot.net/ir 2) Email : [email protected] 3) Registered mails to the following address: Corporate Secretary Department (Inquiry Submission in advance) MCOT Public Company Limited 63/ 1 Rama IX Road, Huaykwang Bangkok 10310 4) Facsimile No. +66 (0) 2245 1854.

To Corporate Secretary Department

My name is ……………………………………...………...……., age …………..………., holding…………………………. shares, residing at ……………………….…………..…

………………………………………………………………………………………...……

……………………………………………, tel:...... , fax:………………………...……………., e-mail:……………………………….……...... , would like to submit the following inquiry (inquiries) in advance of the the 2020 Annual

General Meeting of Shareholders:…………………………………………………………

……………………………………………………………………………………………...

Inquiry submission period has been scheduled between July 10, 2020.

Enclosure 11

Request Form for the 2019 Financial Statement, Annual Report and Sustainability Report 2019

Please fill in and send this form on Facsimile No. +66 (0) 2245 1854 or mail to:

Corporate Secretary Department (Request for 2019 Annual Report and SD Report) MCOT Public Company Limited 63/1 Rama IX Road, Huay Kwang Bangkok 10310 or e-mail to [email protected]

To Corparate Secretary Department

Name………………………………………………………………………………... residing at …………………………………………………………………………………..

……………………………………………………………………………………………...

Telephone………………………………………………………………………………….

I would like to receive the following document(s) in the form of printed book(s).

The 2019 Annual Report

The 2019 Sustainability Report

The 2019 Financial Statement for the Year ended December 31, 2019