MCOT Public Company Limited
Documents
For
The 2021 Annual General Meeting of Shareholders
Thursday, April 22, 2021 At 13.30 hrs. Registration starts from 10.00 hrs.
At Auditorium, 10th Floor, C Asean, CW Tower, 90 Ratchada-Pisek Road, Huaykwang Bangkok 10310
“No souvenirs are provided” to comply with guidelines set by regulartory agencies for listed companies and to promote sustainable business opeartions. Neither lunchbox nor coffee or tea will be served at the meeting in order to minimize personal directcontact in which may risk the infection of the disease.
Enclosure Table of Contents Page No. Copy of the Minutes of the 2020 Annual General Meeting of 1 11 Shareholders (Document for Agenda 2) The 2020 Annual Report (QR Code) 2 36 (Document for Agenda 3) Auditor’s Report and Financial Statements of MCOT Plc. And 3 Subsidiaries for Year Ended December 31, 2020 (QR Code) 37 (Document for Agenda 4) Details of Remuneration of Company’s Directors 4 44 (Document for Agenda 6)
5 Curriculum Vitae of Auditors (Document for Agenda 7) 49 Initials Details of Directors Appointed to Replace those Who Resigned prior to Completion of Tenure and Those Who Retired by 6 50 Rotation (Document for Agenda 8) 7 Opinion of the Nomination Committee and profiles of persons 56 nominated as directors retiring by rotation (Document for Agenda 8) 8 Proxy Forms and Independent Curriculum Vitae of Directors (in case 70 of appointng Independent Director as Proxy) 9 Terms, Criteria and Procedures for Meeting Attendance 81
10 Regulations on Shareholders’ Meeting and Voting Procedures 85 Question Submission prior to 2021 Annual General Meeting of 11 88 Shareholders Request Form (for receiving Auditor’s report and the 2020 Annual 12 90 Report) 13 Map of Meeting Venue 91 14 The registration form is attached with this Notice.
Note: MCOT has made the 2020 Auditor’s Report, Financial Statements and Annual Report available through QR code to announce the intention to conserve resources and campaign against global warming. To receive such documents in printed version, please complete the Request Form (which appears in the Document, page 89) and post to Corporate Secretary Department, MCOT Plc., 63/1 Rama IX road, Huay Kwang, Bangkok 10310.
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MCOT Public Company Limited 63/1 Rama IX Road, Huaykwang
Bangkok 10310 Thailand Phone +66 (0) 2201 6000 Fax +66 (0) 2245 1435 E-mail Contact@mcot.net
Ref: MCOT 6165/451
March 10, 2021
Subject: Invitation to 2021 Annual General Meeting of Shareholders of MCOT Public Company Limited
To: Shareholders
1. Copy of Minutes of 2020 Annual General Meeting of Shareholders Held on Wednesday July 29, 2020 2. The 2020 Annual Report (QR Code) 3. The Auditor’s Report and Financial Statements of MCOT and its Subsidiaries for Year Ended December 31, 2020 (QR Code) 4. Details of Remuneration of Directors 5. Curriculum Vitae of Auditors 6. Initial Details of Directors Appointed to Replace Those Who Resigned prior to Completion of Tenure 7. Opinion of the Nomination Committee and Profiles of Persons Nominated to be Directors in place of Those Retiring by Rotation 8. Proxy Form A, B and C (Form B is recommended) and Curriculum Vitae of Independent Directors 9. Terms, Criteria and Procedures for Meeting Attendance 10. Regulations Relating to Shareholders’ Meeting and Voting Procedures 11. Enquiry Submission prior to 2021 Annual General Meeting of Shareholders 12. Request Form (for receiving 2020 Financial Statements and Annual Report in printed form) 13. Map of Meeting Venue 14. Registration Form (Shareholders or proxy are required to bring this form to the Shareholders’ Meeting)
The Board of Directors of MCOT Public Company Limited (MCOT ) at the Meeting No. 3/2021, on February 23, 2021, has resolved to convene the 2021 Annual General Meeting of Shareholders on Thursday, April 22, 2021 at 13.30 hrs. at Auditorium C Asean, 10th Floor, CW Tower, 90 Ratchada-Pisek Road, Huaykwang, Bangkok 10310. The meeting agenda is as follows:
Agenda 1: Report by the Chairman
Agenda 2: To Approve Minutes of 2020 Annual General Meeting of Shareholders Held on Wednesday, July 29, 2020 (Required vote : Majority vote of the shareholders present at the meeting and cast their votes)
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. Page 3 of 91 For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.
Rationale: The law specifies that Annual General Meetings of Shareholders of a company listed on the Stock Exchange of Thailand must be convened within 4 months after then end of each fiscal year or by April 30 of each year. In 2020, due to outbreak of COVID-19 causing the Government to declare the state of emergency throughout the Country and the announcement on closure of public venues including meeting rooms until April 30, 2020, MCOT postponed the arrangement of the 2020 Annual General Meeting of Shareholders to Wednesday, July 29, 2020. The minutes of the 2020 Annunal General Meeting of Shareholders were submitted to the Stock Exchange of Thailand within 14 days after the meeting date, as prescribed by the law and were published on the Company’s website: www.mcot.net/ir.
Opinion of the Board: The Board of Directors was of opinion that the minutes of the 2020 Annual General Meeting of Shareholders, held on Wednesday, July 29, 2020 were completely and accurately recorded with all the necessary information of all agenda items. Therefore, the Board of Directors deems it appropriate to propose to the 2021 Annual General Meeting of Shareholders to certify the minutes of the 2020 Annual General Meeting of shareholders.
Agenda 3: To Acknowledge Report on the Company’s 2020 Operating Results (the period between January 1 - December 31, 2020) Rationale: The Company’s 2020 operating results reported in the 2020 Annual Report were made available through QR code (which appears in the Document, page 36)
Opinion of the Board: The Board of Directors deems it appropriate to propose the Company’s 2020 operating results to the 2021 Annual General Meeting of shareholders for acknowledgement.
Agenda 4: To Approve Company’s Financial Statements and Income Statement for Year ended December 31, 2020 (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, 2020 as shown in the financial statements in the form of QR Code (which appears in the Document, page 37) delivered to the shareholders were certified by the Company’s Auditor or the Office of the Auditor General of Thailand (OAG) and they were also reviewed by the Audit Committee. The Board of Directors’ Meeting No. 3/2021 on February 23, 2021 passed the resolution to approve the Company’s financial statements for the accounting period ended December 31, 2020
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 accounting period ended December 31, 2020 which has been certified by the Aditor and reviewed by the Audit Committee to the 2021 Annual General Meeting of shareholders for approval.
Agenda 5: To Approve Abstention of 2020 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 continues to experience 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 it deems that the Company has a reasonable profit, and the shareholders shall be informed of such dividend payment at the next Annual General Meeting of Shareholders.
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. Page 4 of 91 For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.
The Company’s 2020 operating results for the period between January 1 - December 31, 2020 showed that the Company experienced a deficit of 2,020 million Baht, divided into the loss of the parent company in the amount of 2,019 million Baht and the non-controlling interests in the amount of 0.8 million Baht.
Dividend Payment Policy: A minimum allocation of 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 2020 Year 2021
1. Profit (loss) of the parent company (million baht) (457) (2020) 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 had 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 2021 Annual General Meeting of Shareholders abstention of dividend payment from the Company’s operating results for the period between January 1 – December 31,2020 due to financial loss.
Agenda 6: To Approve Directors’ Remuneration (Required vote : Not less 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. The Board of Directors of MCOT was of opinion that the Company still faced deficit and had the burden to invest in program contents to increase the program popularity, attract more customers, and to boost its competitiveness with other TV channels, which were the key channels of generating the income for MCOT. In the previous year, MCOT executives and staff members joined hands to reduce the Company’s costs, especially overtime cost and other operating expenses, which could be controlled effectively.
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. Page 5 of 91 For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.
The Remuneration Committee 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 met the target, the Remuneration Committee was of the opinion that the criteria of compensation, meeting allowance, and annual bonus payment in 2021 remained the same to those fixed in 2020. The payment of meeting allowance should not be more than 15 times/year as shown in (which appears in the Document, page 44)
Opinion of the Board: The Board of Directors deems appropriate to propose to the 2021 Annual General Meeting of shareholders for consideration and approval of directors’ remuneration, which consists of remuneration and meeting allowance for the year of 2021, and the criteria for bonus payment in 2021. Also, the Resolution of the Board of Directors of MCOT Plc. in respect with the abstention of bonus payment to its directors for the year of 2020 due to the Company’s losses was to propose to the 2021 Annual General Meeting of Shareholders for acknowledgement.
Agenda 7: To Approve Appointment of Auditor and Determination of Audit Fee for the Year 2021 (Required vote: Majority vote of the shareholders present at the meeting and cast their votes) Rationale: According to Article 120 of the Public Limited Companies Act B.E. 2535, Annual General Meetings of Shareholders are entitled to appoint Auditors and determine audit fee each year. The State Audit Office of Kingdom of Thailand has issued the letter No. Tor Por 0006/Wor275 dated October 8, 2020 informing that MCOT should undertake selection of external personnel to be the Auditor of the Company’s 2021 Financial Statements. The Audit Committee considered the result of Auditor’s selection. MCOT proceeded with procurement in compliance with Government Procurement and Inventory Management Act B.E. 2560 and regulations, means and criteria set by the State Audit Office of Kingdom of Thailand and selected those who proposed the lowest audit fee. At the 2021 Annual General Meeting of Shareholders, the appointment of any of the following representatives from EY Office Company Limited to be the Company’s Audtitors for the 2021 Financial Statements, ended December 31, 2021, and determination of audit fee of 2,195,000.00 Baht were to be proposed for approval: 1) Mr. Khitsada Lerdwana, Certified Public Accountant No. 4958; or 2) Mr. Termphong Opanaphan, Certified Public Accountant No. 4501; or 3) Ms. Manee Rattanabunnakit, Certified Public Accountant No. 5313
The auditor from EY Office Company Limited 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, he or she has independence in auditing and providing opinions toward the Company’s financial statements. The Board of Directors of MCOT will ensure timely preparation and submission the 2021 Financial Statements.
Auditor’s Compensatoin for Year 2021 as compared with Year 2020 and 2019 Transaction 2021 (Baht) 2020 (Baht) 2019 (Baht) EY KPMG SAO Audit fee 2,195,000.00 2,490,000.00 1,900,000.00 Other services - - -
Opinion of the Board: The Board of Directors of MCOT deems appropriate to propose to the 2021 Annual General Meeting of Shareholders to approve the appointment of any of the following auditors from EY Office
At MCOT, we all work together towards a common goal of promoting transparency and anti-corruption to achieve sustainable development. Page 6 of 91 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.
Company Limited to audit and review the 2021 Financial Statements. (which appears in the Document, page 49) 1) Mr. Khitsada Lerdwana, Certified Public Accountant No. 4958; or 2) Mr. Termphong Opanaphan, Certified Public Accountant No. 4501; or 3) Ms. Manee Rattanabunnakit, Certified Public Accountant No. 5313
The audit fee for Year 2021 shall be an aggregate of Baht 2,195,000.00 as proposed by the Audit Committee.
Agenda 8: To Acknowledge Directors who Resigned prior to Completion of Tenure and Who Retired by Rotation, and Approve Appointment of Replacement Directors (Required voet : Majority vote of the shareholders present at the meeting and cast their votes) Rationale: 1. The Board of Directors normally consists of 13 members. From July 2020 (after the 2020 Annual General Meeting of Shareholders), only 7 directors have existed and another 6 directors have been on the nomination process. The Nomination Committee has selected three qualified persons from the Directors’ Pool and the list of professional persons in various areas by considering their knowledge, abilities, expertise, and experience most relevant to the organization’s need (Skill Matrix), which shall give the utmost benefits to the operation and development of MCOT Plc., and also the directors’ qualifications as required in the Company’s Articles of Association and other related laws. The qualified candidates shall be nominated to the Board of Directors for consideration and selection as directors to replace those retiring prior to the end of their directorship term. The persons selected to be directors in place shall have the term of office subject to the remaining term of office of the directors they replace, which include the following 3 persons:
Persons to replace the directors Directors retiring before Minutes of the Meeting of the Board retiring before the end of the end of directorship term of Director directorship term Mr. Marut Buranasetkul Mr. Paiboon Siripanusathien No. 17/2020 on November 26, 2020 To expire from his office in the Effective on November 26, 2020 Meeting on April 2022 Mr. Thanawat Sangthong Mr. Pravaid Audthasupapon No. 17/2020 on November 26, 2020 To expire from his office in the Effective on November 26, 2020 Meeting on April 2022 Prof. Parichart Sthapitanonda Asst. Prof. Prasert No. 17/2020 on November 26, 2020 Akkaraprathomphong Effective on November 26, 2020 To expire from his office in the Meeting on April 2022 Iniital information about those selected the directors in place of those resigning from directorship appears in (which appears in the Document, page 50)
There were two directors vacating their office after the 2020 Annual General Meeting of Shareholders: Name - Surname Terminate 1. Mr. Kematat Paladesh Retired on August 29, 2020, due to compulsory age of 60, in President accordance with Standard Qualifications of Directors and Employees of State Enterprises B.E. 2518 and Amendments 2. Mrs. Rachadaporn Rajchataewindra Resigned on November 25, 2020 Independent Director
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. Page 7 of 91 For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.
2. Article 38 of the Company’s Regulations specifies that “In every annual general meeting of shareholders of the Company, one-thirds of the Company’s directors shall retire 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 retire by rotation may be re-elected and thus resume the office accordingly.” At the 2021 Annual General Meeting of Shareholders of MCOT, the longest-serving directors who shall retire by rotation are: 1. Asst. Prof. Kangwan Yodwisitsak Independent Director 2. Ms. Kornpranom Wongmongkol Director 3. Asst. Prof. Prasert Akkharaprathompong Independent Director 4. Mrs. Rachadaporn Rajchataewindra Independent Director (resigned on November 25, 2020) 5. Mr. Suwit Nakpeerayuth Independent Director (resigned on July 20, 2020) (Since Mrs. Rachadaporn Rajchataewindra and Mr. Suwit Nakpeerayuth were due to retire by rotation at the 2021 Annual General Meeting of Shareholders, MCOT has proceeded with selection of the replacement Directors to be proposed at the Meeting.) MCOT is in the process of selecting the new President in accordance with the Company’s regulations and related criteria. Therefore, the Company shall reserve the right from the 2021 Annual General Meeting of Shareholders to appoint Director who will take up the position of Director-General or President. 3. MCOT has announced the criteria of exercising rights by the shareholders to propose the agenda items, and to nominate appropriate candidates to be elected Directors in the 2021 Annual General Meeting of Shareholders from October 1 – December 31, 2020. After such determined period, no shareholders nominated any appropriate candidates, either via post or email. After appropriate and careful consideration, the Nomination Committee has proceeded with selection of skillful and capable persons in compliabce with the composition and qualifications of board members most relevant to the Company’s business operation (Skill Matrix). MCOT, as a listed company, carried out procedures in accordance with the Rule of the Office of the Prime Minister on State Enterprise Supervision and Policy, B.E. 2557 together with the guideline and procedure on appointing state enterprise directors in compliance with the Resolution of the Cabinet dated July 18, 2017. The Nomination Committee has resolved to propose the following selected persons who were appropriately and carefully considered to the 2021 Annual General Meeting of Shareholders on April 22, 2021 to be elected as Directors to replace those who retired prior completion of their tenure: 1. Asst. Prof. Kangwan Yodwisitsak Independent Director 2. Ms. Kornpranom Wongmongkol Director 3. Asst. Prof. Prasert Akkharaprathompong Independent Director 4. Mrs. Yanee Saengchan Independent Director 5. Pol.Liet.Gen. Sirichan Chansaengsawang Independent Director Persons from No. 1-3 are Directors who are proposed to be re-elected for another term. Persons from No. 4-5 are qualified persons who are nominated according to their knowledge and abilities that would benefit the Company’s operations in conformity with components of the Board of Directors. The Board of Directors has considered and recommended that the aformentioned persons are capable of expressing their opinions freely, and nomination was in line with all related criteria. In this regard, any Directors having interest in this matter shall not consider and cast their votes in the meetings of the Board of Directors. Curriculum Vitae of nominated persons to be elect to be Directors are shown in (which appears in the Document, page 56)
At MCOT, we all work together towards a common goal of promoting transparency and anti-corruption to achieve sustainable development. Page 8 of 91 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.
Opinion of the Board: The Board of Directors deems appropriate to propose to the 2021 Annual General Meeting of Shareholdrs as follows : 1. It deems appropriate to propose the Annual General Meeting of Shareholders to acknowledge the appointment of directors to replace those resigning prior to completion of tenure of Directors. 2. It deems appropriate to propose the Annual General Meeting of Shareholders to acknowledge the resignation of directors before the completion of their tenor. 3. It deems appropriate to propose the Annual General Meeting of Shareholders to acknowledge the retirement by rotation and the appointment of directors to replace those who retired by rotation as proposed by the Nomination Committtee, which have been screened and considered precautiously, carefully, and appropriately. 4. It deems appropriate to propose the Annual General Meeting of Shareholders to acknowledge and approve MCOT to reserve the right to appoint Director who will take up the position of Managing-Director or President according to the Company’s regulations.
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 2021 Annual General Meeting (Record Date) on Wednesday, March 10, 2021.
We cordially invite all shareholders to attend the Meeting at the date, time and venue specified above.The registration starts at 10.00 hrs;. Please note that no souvenirs are provided. The Company has adopted a policy not to give a souvenir to its sharehodlers at the Meeting. If any sharehodler wishes to delegate any Independent Director or other person as proxy to attend and vote in the Meeting on his/her behalf, please fill in and and sign the enclosed Proxy Form A, B or C (Enclosure 8). The completed Proxy Form must be submitted together with other required documents to MCOT 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. Gen. (Tawitchat Palasak) 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
Note: 1.MCOT has posted the Invitation to the 2021 Annual General Meeting of Shareholders together with Enclosures and Proxy Forms on the Company’s website: 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. 3. For your convenience, please bring the Registration Form to the Meeting.
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. Page 9 of 91 For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.
Practical Guidelines for all Meeting Attendants during COVID-19 Outbreak
MCOT will arrange no more than 70 seats in accordance with Practical Guidelines for Meeting Arrangement of Thailand’s Centre for COVID-19 Situation Administration (CCSA). Therefore, shareholders are requested to delegate Independent Director as Proxy to attend the Meeting on his/her behalf.
Guidelines Guidelines for Shareholders Attending for Shareholders Delegating Proxies Meeting in Person Submit a proxy Submit inquiries Access to live Conduct body temperature check. form and prior to Meeting by broadcast of required post to Corporate Meeting by Fill in form of risk assessment for documents by Secretary Department, scanning QR code COVID-19. post to Corporate MCOT Public to join “Annual Secretary Company Limited, General Meeting Department, 63/1 Rama 9, Huay 2021-MCOT” group Practice social distancing while MCOT Public Kwang, Bangkok seated. Company 10310 Limited, 63/1 or on website: Sit on specific seat numbers Rama 9, Huay www.mcot.net/ir arranged by MCOT. Only 70 seats Kwang, Bangkok or e-mail: are provided on a first-come-first- 10310 [email protected] serve basis.
Meeting will end within 2 hours.
and fill in name- Wear a face mask and sanitize surname, hands. shareholder’s
register number and ID number. Microphone will be sanitized Registration is open before and after each use. until April 22, 2021, 17.00 hrs. Each shareholder may raise questions with time limit for not
more than 5 minutes per shareholder.
No food and beverage provided.
No souvenir provided.
Drinking water provided.
Note: Live broadcast of Meeting is scheduled on April 22, 2021, at 13.30 hrs. More information and inquiry can be obtained and submitted at e-mail: [email protected]. The Meeting will be recorded and published on website: www.mcot.net/ir. Any change of circumstances or additional regulations on meeting arrangement from governmental agencies will be announced on website: www.mcot.net/ir.
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Minutes of the 2020 Annual General Meeting of Shareholders of MCOT Public Company Limited on Wednesday, July 29, 2020 at Auditorium, Cyber World Tower, 10th Floor 90 Ratchada-Pisek Road, Huai khwang, Bangkok 10310 ------
The directors present at the Meeting
1. Pol.Lt.Gen.Jatupol Panraksa Chairman of the Board of Directors 2. Mrs.Pattaraporn Vorasaph Director 3. Mr.Sommai Lakananurak Director 4. Mr. Boonson Jenchaimahakoon Director 5. Mrs. Rachadaporn Rajchataewindra Independent Director, Chairman of Audit Committee and Chairman of Nomination Committee 6. Mr. Kematat Paladesh Director, President and Corporate Secretary The directors absent at the Meeting None
The executives present at the Meeting 1. Ms. Krisana Ubolpheng Senior Vice President, Office of Accounting and Finance 2. Mr. Thanin Thavonsassanavong Senior Vice President, Office of Network Engineering 3. Mr. Sommai Suwannawong Senior Vice President, Office of Corporate strategy and Risk Management 4. Mrs. Kanlaya Lohitkhup Senior Vice President, Office of Asset Management Business 5. Mr. Wisuth Komwatcharapong Senior Vice President, Office of Radio 6. Mr. Phatiyuth Jaiswang Senior Vice President, Office of Television 7. Mr. Arnutsorn Kasemlapatsorn Senior Vice President, Office of Human Resources and Organization Services 8. Mrs. Kittiya Sotthisuk Senior Vice President, Office of Legal Affairs 9. Mr. Kittipong Khantiratana Senior Vice President, Office of President 10. Mr. Phairach Santhawe Senior Vice President, Office of Information Technology 11. Mr. Noppadol Korniti Senior Vice President, Thai News Agency 12. Mr. Thirayut Petratanamunee Senior Vice President, Office of Digital Platform 13. Miss Thanaporn Thaweepanich Vice President, Corporate Secretary Department
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Auditors of the Office of the Auditor General of Thailand (OAG) 1. Mrs. Pawanrat Veruwas Director, Financial Audit Office 1 2. Ms. Darunee Tirasmith Auditor, Professional Level 3. 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 98, holding 6,626,173 shares.
The Meeting started at 13.30 hrs.
Pol.Lt.Gen.Jatupol Panraksa, Chairman of the Board of Directors of MCOT Plc., who acted as Chairman of the Meeting, informed the Meeting that there were 85 shareholders of which 60 shareholders present at the Meeting, holding 454,082 shares in total, and 25 shareholders assigning proxy holding 537,107,240 shares in total, totaling 537,561,322 shares, representing 78.2363 percent of total issued shares. 687,099,210. This constituted a quorum as required by the Company’s regulations, the Chairman, therefore, started the 2020 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.
Pol.Lt.Gen.Jatupol Panraksa, Chairman, announced that the Company’s Board of Directors currently consisted of 13 members in total. At present, there were 6 directors (100%) who have been in directorship. The directors present at the Meeting were listed below. 1. Pol.Lt.Gen.Jatupol Panraksa Chairman of the Board of Directors 2. Mrs.Pattaraporn Vorasaph Director 3. Mr.Sommai Lakananurak Director 4. Mr. Boonson Jenchaimahakoon Director 5. Mrs. Rachadaporn Rajchataewindra Independent Director, Chairman of Audit Committee and Chairman of Nomination Committee 6. Mr. Kematat Paladesh Director and President
Mr. Kematat Paladesh, President, introduced senior executives and auditors of the Office of the Auditor General of Thailand to the Meeting. The Chairman, then, delegated Mr.Kematat Paladesh, President and Corporate Secretary, to inform the shareholders of the voting procedure and meeting rules.
Mr. Kematat Paladesh, President, , informed the Meeting that, in vote casting, one share was counted as one vote. Each shareholder should 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 was eligible to cast his/her votes to either approve, or disapprove, or abstain from voting on the ballots. The Chairman, then, should 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
Page 12 of 91 item was to be announced to the Meeting, which was 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 should be counted. For the agenda item regarding the election of directors, the voting results should be announced by individuals. If the shareholders have any inquiries or desire to share opinions in each agenda, they may note those questions or opinions in the paper provided by the meeting staff, and hand it to the staff in place of raising questions or sharing opinions via the microphone in order to mitigate the risk of outbreak under the communicable disease preventive measures. The meeting would last for 2 hours while the questions answered in the meeting room shall be limited not to more than 5 questions per agenda. For any questions not clarified in the meeting room, MCOT Plc. would post the answers on the Company’s website instead.
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. Ms Atcharaporn Laiudi, Proxy of Mrs.Manthana Sangphuruek, Shareholder, proposed herself as the vote counting witness. 2. Mr.Chanwit Bordeerat, Proxy of MR.Chainant Santivasa, Shareholder, proposed himself as the vote counting witness. Then, the Chairman proceeded with the following meeting agenda.
Agenda 1: Report by the Chairman The Chairman informed as detailed below. 1. The Company postponed the Annual General Meeting of Shareholders from July14, 2020 to July 29, 2020 by virtue of the resolution of the Board of Directors of MCOT Plc. In the meeting no. 7/2020, on May 14, 2020, the Board of Directors resolved to grant authorization to the Chairman to reschedule date and time and choose venue of the 2020 Annual General Meeting of Shareholders in case of unforeseen circumstances under the conditions stipulated by law. 2. 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 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, 2019. At the end of period permitting the shareholders to propose the agenda items to the 2020 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 July 10, 2020. At the end of such period, the inquiries were submitted by 5 shareholders, which would be identified by the President in Agenda 9 : others. Thailand Securities Depository Company Limited, registrar, delivered all documents related to Meeting to all shareholders on July 20, 2020. 3. The Certification Committee approved the recertified membership of MCOT Plc. for Private Sector Collective Action Coalition against Corruption for a period of 3 years, effective from November 27, 2019 – November 26, 2022. 4. To prevent and reduce the risk of spreading possibility of COVID-19 virus from the crowding of shareholders on the meeting day, NO microphones were available. Instead, attendees were asked
Page 13 of 91 to submit their written questions at the registration point. In addition, the meeting will be organized within 2 hours. Only 5 inquiries were permitted per each agenda and the inquiries were to be answered in Agenda 9. Unanswered inquiries were to be published on the Company's website.
Agenda 2: To adopt 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 The Chairman informed the Meeting that the Company prepared the minutes of the Annual General Meeting of Shareholders held on Thursday, April 25, 2019 and Extraordinary General Meeting of Shareholders No.1/2019 held on Thursday, June 13, 2019 which were earlier submitted to the Stock Exchange of Thailand within 14 days as required by law. The minutes of meetings were also sent to the shareholders in advance together with other supporting documents. 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 certify the minutes of the 2019 Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders No. 1/2019
The Chairman proposed the Meeting to certify 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.
Resolution: The Meeting certified the minutes of the 2019 Annual General Meeting of Shareholders on Thursday, April 25, 2019 and the Extraordinary General Meeting of Shareholders No. 1/2019 on Thursday, June 13, 2019, by majority votes of shareholders present at the Meeting and entitled to cast votes as follows:
Approved 537,564,953 votes or % 100 Not approved 0 votes or % 0.0000 Abstained 100 votes or % - Voided ballot 0 votes or % 0.0000
Agenda 3: To acknowledge the report on the Company’s 2019 operating results (period between 1 January – 31 December 2019) The Chairman delegated Mr. Kematat Paladesh, President, to report to the Meeting.
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, 2019 according to the 2019 Annual Report and the 2019 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 video presentation. Mrs. Soontaree Kaewkorn, Shareholder, sent her questions in advance via email. Her questions would be clarified as follows:
1. Operation of new and tangible businesses - MCOT Plc. has signed the MOU with Korea Radio Promotion Association (RAPA) to open the content market via OTT (Over-The-Top) “My Thai TV” in South Korea. In this regard, the quality programs from 9 MCOT HD, Channel 30 and musical contents from “WHAM” project would be selected to be broadcast to Thai TV audience in South Korea. MCOT Plc. also joined hands with
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Century UU, an entertainment media giant in China, to produce the joint copyrighted contents, which would be distributed on global platforms, e.g. Netfix and OTT in the country and on abroad. 2. Work progress for MCOT plots of land 2.1 A 50-Rai plot of land – The negotiation for entrances and exits of this area was completed, either at Wattanatham Road and Thiamruammit Road. As a result, Zone A, B, and C of this plot of land would have the entrances and exits, which helped boost the land value. The project progress was as follows: - Zone A and B Making an announcement to find out a consultant to prepare the TOR regarding selection of investor(s) of this land, and ownership of MCOT Plc. in Quarter 3 of 2020. The investors selected would be announced in Quarter 4 of 2020 – Quarter 1 of 2021. MCOT Plc. allowed CKST Joint Venture (be awarded for the construction of orange- line electric train project) to rent an area for the construction of the orange-line electric train station. Agreement 1: o To lease an area of 5 Rai (first), starting from September 1, 2020 to August 31, 2021 o To lease an area of 5 Rai (second), starting from September 1, 2020 to August 31, 2021 o Rental rate would be Baht 63,157.89/Rai/month Agreement 2: o To lease an area of 5 Rai, starting from September 1, 2020 to August 31, 2021 o Rental rate would be Baht 63,157.89/Rai/month Agreement 3: Soil Suspension Area Contract in an area of 15 Rai, ended on March 31, 2021. CKST Joint Venture would fill the remaining vacant area for MCOT Plc. (approximately 20 Rai). - Zone C MCOT Plc., in collaboration with Office of Knowledge Management and Development (OKMD), would develop a 10-Rai area for establishing the “National Knowledge Center (NKC). Now, OKMD proposed this project to the Council of Ministers for approval. The budget would be divided into the budget on 2021 for design cost, and the budget on 2022 for renting an area from MCOT Plc. and construction cost.
2.2 A 20-Rai plot of land (current office of MCOT Plc.) - Negotiating with some alliance agencies, e.g. Government Housing Bank for renting some areas of this land to be used as an extention office. - Negotiating with Dhanarak Asset Development Company Limited (DAD) to open an office for rent for any government entities. - Opening the space for undertaking the business by private investors.
2.3 Nong Khem plot of land - Short-term plan To lease a studio and space in the office building to some production companies who have been the alliances of MCOT Plc., and other program producers who used to be the customers of Channel 3, and they now earned some rental revenues as Channel 3 has rented some space for storing its equipment. - Long-term plan
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At present, MCOT Plc. was checking the assets to be returned from Bangkok Entertainment Co., Ltd. Once the return of assets was completed, MCOT Plc. would plan to find out the private co-investor(s) for a joint land development.
2.4 Bang Phai plot of land - The plot of land at Bang Phai was the location of MCOT Plc.’s radio tower in the AM system. However, there were several development limitations as it was located deep in an alley. The Company’s Board of Directors has approved the purchase of an additional plot of land to build the gateways of this land in order to enhance the commercial development. 2.5 Plots of land across the country as assets of MCOT Plc. - At present, these plots of land are the locations of MCOT offices, e.g. Engineering Center, Regional News Center of Thai News Agency, and Regional Radio Center. The land survey would be made while the land price and development potential would be assessed to be consistent with a group of potential investors that should be appropriate with those plots of land.
3. Asset management after the expiration of the Agreement with TV Channel 3 and True Visions Cable Public Company Limited - Channel TV 3 wanted to rent an area for equipment storage. - True Visions Cable Plc. has been negotiating with MCOT Plc. for asset purchase. In this regard, the Comptroller General’s Department has already approved the specific purchase. 4. What was the tendency of business expansion on different channels based on the portfolio presented in 2019, increase or decrease in each part? - At present, the media industry has been dropping, so the business to be further undertaken by MCOT Plc. would be the digital business and use its existing contents. The present portfolio still followed the existing platforms, e.g. radio, engineering, television, Thai News Agency, etc. Meanwhile, all existing contents would be combined before being distributed via every platform. At present, MCOT Plc. had several websites; they had to be improved for overall consistency. - Development of a new business “WHAM”, which is a new application and platform to approach the new generation of consumers based on their lifestyles. - Review of mcot.net digital brand. Previously, this website contained the website of Thai News Agency, Application 9 MCOT website. mcot.net would be developed to be OTT (Over-The- Top). 5. Management direction for subsidiaries - The Board of Directors passed the resolution to terminate the business operation of its subsidiaries due to the continual loss. Now, the accounting process has been undertaken. The Management has now considered other new businesses to be undertaken with its business alliances under the subsidiaries’ name. - The contents copyrighted by Panorama Worldwide Company Limited would be sold. The income would be shared between Panorama Worldwide and MCOT while the income gained by Panorama Worldwide would be paid to MCOT Plc. to balance the debt. 6. Consideration and actions for the remedy of the 2600 MHz band - MCOT Plc. has already filed an appeal against the resolution of the NBTC on July 2, 2020. Now, MCOT Plc. has taken steps to file a petition to the Administrative Court to take the legal action against the NBTC within 90 days.
Mr. Chatree Charoennoung, Shareholder, raised the following questions: 1. Details about the procurement for the year of 2019, and 2020-up to now - The Board of Directors has already approved the investment guideline in the amount of Baht 1,537.392 million for the year of 2019, and the amount of Baht 656.758 million for the year of 2020. 2. The current selling price of the 50-Rai plot of land, and the 20-Rai plot of land where the head office was located.
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- For the 50-Rai plot of land, the current land value appraisal was approximately Baht 5 billion. For the 20-Rai plot of land where the MCOT head office was located, the land value appraisal was approximately Baht 4 billion.
Ms. Bussakorn Ngarmpasuthadol, Shareholder, shared her opinion that as the meeting was arranged without any microphone; raising any questions was so difficult. Up to now, the Government has relaxed the preventive measures to prevent the COVID-19 outbreak on the 7th stage; therefore, the Company should allow the shareholders to ask some questions in each agenda by using the microphone, which may be disinfected after each use.
The Chairman informed that this agenda was for acknowledgement. Therefore, the shareholders did not have to cast their votes. Resolution: The Meeting acknowledged the Company’s 2019 operating results (period between 1 January – 31 December 2019)
Agenda 4: To approve the Company’s financial statements and income statement for the year ended December 31, 2019 The Chairman delegated Ms. Krisana Ubolpheng, Senior Vice President, Office of Accounting and Finance, to present the Company’s financial statements and income statement for the year ended December 31, 2019 to the Meeting. Ms. Krisana Ubolpheng, Executive Vice President, Accounting and Finance Office, presented to the Meeting the Company’s financial statements and income statement for the year ended December 31, 2019 which were already reviewed by the State Audit Office of the Kingdom of Thailand and the Audit Committee. The information was 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 2019 The Company’s assets in the total of Baht 4,708.80 million, comprising: Current assets Baht 966.26 million Non-current assets Baht 3,742.54 million Liabilities Baht 1,513.43 million, comprising: Current liabilities Baht 813.99 million Non-current liabilities Baht 699.44 million Shareholders’ equity Baht 3,195.37 million
2. The Company’s Statement of Income for an accounting period from January 1 - December 31, 2019 The Company’s income totaled Baht 2,968.37 million, divided into: Revenues from television and radio operations Baht 1,831.61 million Revenue from reversal of loss from impairment Baht 596.41 million Revenues from joint operations Baht 405.60 million Additional income aside from agreement Baht 46.63 million Other income Baht 88.12 million The Company’s expenses totaled Baht 2,889.56 million The Company’s net loss after tax Baht 458.29 million, divided into: Loss for owners of the parent company Baht 457.46 million Loss for non-controlling interests Baht 0.83 million and Loss per share at Baht 0.67 million
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3. Cash flow as of December 31, 2019. The Company had cash and cash equivalents of Baht 363.92 million, temporary investment of Baht 70.60 million, so its cash flow totaled Baht 434.52 million.
Ms. Bussakorn Ngarmpasuthadol, Shareholder, suggested that the Company should separate the income and profit for gross profit margin and net profit margin of each business for better clearness.
Ms. Krisana Ubolpheng, Executive Vice President, Accounting and Finance Office, explained that the financial details have been already separated by types of operation, as shown in Note 31 of Notes to Financial Statements.
Mrs. Soontaree Kaewkorn, Shareholder, questioned about the Company’s solution for its liquidity problem.
Mr. Sakchai Sakulsrimontri, Shareholder, asked the following questions: 1. Cash flow in the business operation, and necessity of capital increase 2. Compensation from the joint operation with True Visions Group 3. Liabilities to which the Company had to bear the interest and the amount of interest to be paid per month 4. Lawsuit and tendency of cases
Ms. Krisana Ubolpheng, Executive Vice President, Accounting and Finance Office, described as follows: 1. The broadcast business tended to decline while the digital business has enjoyed the growth due to consumers’ changing behavior. In 2020, the COVID-19 outbreak accelerated and made the occurrence of liquidity problem emerge quicker and more severely than expected. As the significant decrease of revenues from advertising in both television and radio businesses as well as the Company’s fixed expenses in its business operation, the Company has confronted the liquidity problem. The Management prepared to solve it by seeking for some funding sources. There were 3 objectives for such funding: 1) to boost the liquidity of business operations; 2) to manage the Company’s expenses; and 3) to make investment in new businesses. 2. The Joint Operation Agreement made with True Visions Group, divided into True Visions Public Company Limited that expired on September 30, 2014. MCOT Plc. received the compensation for 6.5% of total revenues before any expenses in each year, but it shall not be less than the minimum compensation in each year. Throughout the term of this Agreement, MCOT Plc. has received the compensation totaling Baht 420,440,000. The Joint Operation Agreement made with True Visions Cable Plc. ended on December 31, 2019 whereas MCOT Plc. received the compensation for 6.5% of total revenues before any expenses in each year. Throughout the term of this Agreement, MCOT Plc. has received the compensation totaling Baht 575,000,000. 3. In the financial statements and the statement of income for the year of 2019 ended December 31, 2019, MCOT Plc. has not yet taken out any loans. The interest incurred came from the employee benefits interest and the financial lease. 4. Lawsuit and tendency of cases – The details appeared in Note 40 of Notes to Financial Statements. For the big case with the action ground amounting to Baht 244.77 million, it has been under the court trial of the Administrative Court. For the case with the action ground amounting to Baht 26.70 million, it has been under the court trial of the Civil Court. The Legal Affairs and Governance Office was of opinion that, for both cases, MCOT Plc. held sufficient information and evidence to win.
Ms. Srisuda Charoenpanich, Shareholder, raised her question about the revenue from the remedy of the 2600 MHz band, and the compensation from the return of the digital terrestrial television license on Channel 14, and such compensation would be paid as dividend to the shareholders.
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Ms. Krisana Ubolpheng, Executive Vice President, Accounting and Finance Office, explained that Section 115 of the Public Limited Companies Act, B.E. 2535 stipulates that “No dividend shall be paid out of funds other than profit. In the case where the company still sustains an accumulated loss, no dividend shall be paid”. Therefore, MCOT Plc. was unable to pay dividend when it still suffered an accumulated loss. The Company shall consider the dividend payment when it had the accumulated gain.
Ms. Boonta Boonkulrat, Shareholder, raised the following questions: 1. The amount of compensation to be paid by the NBTC to MCOT Plc. and when it would be paid. 2. The period when the Company would earn the profit as in the past. 3. The Company’s management plan for growth in next 3-5 years
Ms. Krisana Ubolpheng, Executive Vice President, Accounting and Finance Office, explained that the National Council for Peace and Order (NCPO) exercised its power under Section 44 of the Interim Constitution to give assistance to the TV digital operators and telecommunication operators on April 11, 2019, and in accordance with the Notification of the Office of the NBTC on Criteria and Procedures of Paying Compensation from the Return of the Digital Terrestrial Television License. MCOT Plc. has returned the digital terrestrial television license for Channel 14 MCOT Family, and has already received the compensation amounting to Baht 161 million on September 16, 2019. This compensation was recognized as gain amounting Baht 12 million, and recognized as gain on reversal of an impairment of license amounting to Baht 416 million.
Mr. Amphon Songcharin, Shareholder, raised his questions about the details as per the Auditor’s report and financial statements of MCOT Plc. ended December 31, 2019 as follows: 1. Details about cash paid for building renovation and equipment purchase in accordance with the cash flow as of December 31, 2019. 2. Problem solutions according to the auditor’s report were as follows: 2.1 Impairment of network equipment and broadcasting or television facilities, and digital terrestrial television license 2.2 Deferred tax asset to help the Company have the tax gain in the future. 3. Management for trade receivables unpaid longer than 1 year, and separation of details between account receivables in the government sector, and those in the private sector, as well as setting aside the allowance for doubtful accounts for general account receivables and debts as loans borrowed by the subsidiaries. 4. Details about setting aside the impairment of intangible assets in accordance with Notes to Financial Statements.
Ms. Krisana Ubolpheng, Executive Vice President, Accounting and Finance Office, explained as follows: 1. From the Statement of Cash Flow from investing activities, an investment was made in the equipment for the broadcasting network and digital terrestrial television service project and other facilities, which was in line with the Company’s work plan, and the requirement of the NBTC. 2. The auditor’s report presented certain significant opinions in auditing the financial statements. The impairment of broadcasting or television network equipment and facilities, digital terrestrial television license, and deferred tax asset were the review of assumptions performed under the accounting standards, especially the calculation of discounted cash flow, which was reasonable, together with the projection of performance results. 3. The disclosure of trade receivables unpaid longer than 1 year was done in line with the notes as required by the accounting standards. The other old account receivables, it was under the process of lawsuit.
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4. For setting aside the impairment of intangible assets, they were the assets in types of broadcasting or television network equipment and facilities, digital terrestrial television license for both program channels. 5. Panorama Worldwide Co., Ltd. and Seed MCOT Co., Ltd., which were the subsidiaries of MCOT Plc., have encountered some loss, and their businesses were terminated in accordance with the resolution of the Company’s Board of Directors. Up to now, it was on the process of asset examination. The Company might consider how to take both companies to do other business with some alliances in the future.
The Chairman proposed the Meeting to approve the Company’s financial statements and income statement for the year ended December 31, 2019. Resolution: The Meeting resolved to approve the Company’s financial statements and income statement for the year ended December 31, 2019 by majority vote of the shareholders present at the Meeting and entitled to cast votes as follows: Approved 537,619,060 votes or % 99.9996 Not approved 2,013 votes or % 0.0003 Abstained 600 votes or % - Voided ballot 0 votes or % 0
Agenda 5: To approve the suspension of the 2019 dividend payment The Chairman delegated Mr. Kematat Paladesh, President, to report on the suspension of the 2019 dividend payment. Mr. Kematat Paladesh, President reported that the Board of Directors deemed it appropriate to propose to the Meeting to approve the suspension of the dividend payment for the period between January 1- December 31, 2019 due to the Company’s loss. The Chairman proposed to the Meeting to approve the suspension of dividend payment for the year 2019. Resolution: The Meeting approved the suspension of the dividend payment for the year 2019 by majority vote of the shareholders present at the Meeting and entitled to cast votes as follows: Approved 537,614,454 votes or % 99.9989 Not approved 5,575 votes or % 0.0010 Abstained 1,644 votes or % - Voided ballot 0 votes or % 0
Agenda 6: To approve the appointment of the auditor and determination of its audit fee for the year 2020 The Chairman delegated Mrs. Rachadaporn Rajchataewindra, Director, as Chairman of the Audit Committee, to report to the Meeting. Mrs. Rachadaporn Rajchataewindra, Director, as Chairman of the Audit Committee, reported to the Meeting that according to the regulations of the Ministry of Finance on State Enterprises Accounting and Financial Standard B.E. 2548 (2005), it was required that the Office of the Auditor General of Thailand (OAG) was the auditor of state enterprises. The OAG therefore acted as the Company’s auditor since the Company was first established. The OAG had 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. should have engaged a third party as approved by the OAG to audit its financial statements. Therefore, MCOT Plc. undertook 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.
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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. One of the aforesaid auditors would perform the duty to audit and review the 2020 financial statements of MCOT Plc. ended December 31, 2020. The audit fee for Year 2020 was an aggregate of Baht 2,490,000, which was higher from the year 2019 because it was the first year that KPMG Phoomchai Audit Ltd. performed its auditing operations for MCOT Plc. It was necessary for the Auditor to carefully study the Company’s accounting system to enable efficiency in auditing the financial statements of MCOT, that held a status of listed state enterprise. The auditor from KPMG Phoomchai Audit Ltd. held the qualifications aligned with the notification of the Securities and Exchange Commission and it held 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. Mrs. Rachadaporn, therefore, proposed to the Meeting to approve the appointment of the Company’s Auditor from KPMG Poomchai Audit Ltd. and its audit fee of 2,490,000 Baht.
Mr. Amphon Songcharin, Shareholder, raised his questions and opinions as follows: 1. The reason of changing the auditor from the Office of the Auditor General of Thailand to KPMG Phoomchai Audit Co., Ltd., and the criteria of selecting the auditor. 2. The audit fee of KPMG Phoomchai Audit Co., Ltd. as proposed for the first year was much higher than that of the Office of the Auditor General of Thailand under the reason that KPMG Phoomchai Audit Co., Ltd. had to make understanding about the Company’s accounting system. Therefore, if KPMG Phoomchai Audit Co., Ltd. was proposed to be the Company’s auditor in next year, MCOT Plc. should negotiate for lower audit fee.
Mr. Veera Somkwamkid, Shareholder, raised his question about the comparison on selecting the auditor.
Ms. Rujawan Changtranon, Shareholder, asked the question about selecting KPMG Phoomchai Audit Co., Ltd. as the Company’s auditor instead of the Office of the Auditor General of Thailand in spite of higher audit fee.
Mrs. Rachadaporn Rajchataewindra, Chairman of the Audit Committee, explained that the Office of the Auditor General of Thailand sent a notice to MCOT Plc. and other state enterprises listed on the SET to seek for the third person as approved by the Office of the Auditor General of Thailand to audit the financial statements of state agencies. Therefore, MCOT Plc. has sought for an external auditor to audit its financial statements for the year of 2020.
Ms. Krisana Ubolpheng, Executive Vice President, Accounting and Finance Office, explained that the engagement of the auditor for the 2020 financial statements was performed in accordance with the Organic Act on State Audit, B.E. 2563 and the Government Procurement and Supplies Management Act, B.E. 2560 by considering the auditor’s qualifications in respect with technical qualifications and experience as certified by the Office of the Securities and Exchange Commission, and also commercial qualifications. This auditor was selected from 4 big audit companies, with profile and experience in auditing the public limited companies in the media business, so its quality and reputation were reliable. The selection of the Company’s auditor in each year had to be approved by the Office of the Auditor General of Thailand. Ms. Bussakorn Ngarmpasuthadol, Shareholder, raised her opinion that to select the auditor from only 4 big certified audit companies possibly come from the TOR specified by the employer in line with the procurement procedure.
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Ms. Krisana Ubolpheng, Executive Vice President, Accounting and Finance Office, explained that MCOT Plc. carried out the selection process in line with the procurement procedure. Therefore, the auditor’s qualifications to be focused would be on the reputation and years of experience in auditing, especially in auditing the listed companies in the media business, which was quite specific and different from other general businesses. This auditor had to be referred in the list of Thai Consultant Database Center, Ministry of Finance, and it had to be approved by the Office of the SEC.
The Chairman proposed the Meeting to approve the appointment of the Company’s Auditor and its audit fee. Resolution: The Meeting approved the appointment of one of the following auditors from KPMG Poomchai Audit Ltd. to be the Company’s Auditor for the year 2020: 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. And approved the audit fee of 2,490,000 Baht by majority vote of the shareholders present at the Meeting and entitled to cast votes as follows:
Approved 537,581,047 votes or % 99.9935 Not approved 34,571 votes or % 0.0064 Abstained 6,055 votes or % - Voided ballot 0 votes or % 0
Agenda 7: To approve Directors’ remuneration The Chairman delegated Mr. Kematat Paladesh, President, to report to the Meeting. Mr. Kematat Paladesh, President, 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. 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. The Board of Directors of MCOT supervised and monitored the operations, gave advices, engaged in solving business problems, and controlled the Company’s expenses efficiently and proficiently. Since the operating performance of MCOT Plc. did not meet the target, the Remuneration Committee deemed it appropriate to propose the Meeting to determine the criteria for payment of remuneration, meeting allowances and annual bonus, similar to those in 2019, meeting allowance payment not exceeding 15 times/year and suspension of bonus payment for the year 2019, details of which were as follows:
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1) Remuneration and meeting allowance for directors for year 2020
2020 Committee / Subcommittees Remuneration Meeting Allowance (Monthly) (per meeting attended) 1. The Board of Directors - Chairman Baht 30,000.- Baht 20,000.- per month - Members Baht 15,000.- To be received not more than 15 times/year (in case of presence only) 2. The Audit Committee - Chairman Baht 12,500.- Baht 5,000.-/Month - Members Baht 10,000.-
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 - Baht 10,000.-/Month Committee 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. 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 of each committee shall receive 25% additional Meeting allowance, respectively.
2) Other benefits none 3) Criteria of annual bonus payment to the Company’s directors for the year of 2020 The Remuneration Committee proposed the criteria of annual bonus payment for directors for the year of 2020 in accordance with the principle approved in 2019 until there was any change as approved by the Shareholders’ Meeting. The criteria were as follows: The amount of bonus for the Company’s directors should not exceed 0.25% of the net profit of the Company, and Baht 500,000.-/ Director. Chairman and Vice Chairman of the Board of Director should receive additional 25% and 12.5 of bonus respectively. 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 annual bonus payments to the Company’s directors in 2020 was in line with the criteria approved by the 2019 Annual General Meeting of Shareholders on June 13, 2019. The Board of Directors proposed the suspension of bonus payment for the year 2019.
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Mr. Suvit Mingmol, Shareholder, asked for the viewpoint and standpoint of the Company’s directors on the case that Mr. Kematat Paladeh, President, submitted a letter to the NBTC requesting for the consideration of the refund or compensation payment for the recall of the 2600 MHz band, especially the proportion of compensation or payment restructuring between MCOT Plc. and Playwork Co., Ltd. as the party whereas both parties received the equal proportion of compensation. Did this comply with any law or obligation? There was a fact that, previously, two former directors of MCOT Plc. disagreed on this matter.
Mr. Kematat Paladesh, President, presented his view that this agenda dealt with the remuneration for directors, which did not relate to the proportion of compensation or payment restructuring from the recall of the 2600 MHz band as proposed. The fixing of remuneration for directors was the normal practice of any companies listed on the Stock Exchange of Thailand, which has been undertaken regularly. For the remuneration and bonus payment to the Company’s directors, it was normal and unchanged from the previous year. In 2020, the bonus payment was remitted. For the compensation or payment restructuring in the recall of 2600 MHz band, the details would be given in Agenda Item 9.
Mr. Suvit Mingmol, Shareholder, had the following viewpoints and questions: 1. He wanted the directors to share their opinions and standpoint about the proportion of compensation or payment restructuring in the recall of the 2600 MHz band proposed to the NBTC because he considered that the remuneration to the directors related to the shareholders’ expectation that the Company’s directors protected the interest for the stakeholders. 2. The directors should submit a notice to the NBTC to demand the compensation or payment restructuring in the recall of the 2600 MHz band after the NBTC offered such band to the auction of 5G telecommunication system for 4 months ago. 3. As the President of MCOT Plc. Labor Union, he submitted the notice to the NBTC on behalf of an employee who was a stakeholder so that the NBTC would respond to his notice about the amount of compensation or payment restructuring in the recall of the 2600 MHz band, so the directors of MCOT Plc. could consider such amount, and propose it the shareholders’ meeting for making decision on accepting or rejecting such amount as resolved by the NBTC. 4. In accordance with the Securities and Exchange Act, an action in any case which is significant to the company in accordance with the criteria as prescribed by the Capital Market Supervisory Board must be approved by the shareholders’ meeting. The amount of the compensation or payment restructuring in the recall of the 2600 MHz band was approximately Baht 3 billion or higher, or it was equivalent to the asset of MCOT Plc., so it had to be approved by the shareholders’ meeting. 5. Which law or obligation of the Company allowed the empowerment to the President of the Company to submit the notice to the NBTC regarding the proportion of the or compensation or payment restructuring in the recall of the 2600 MHz band between MCOT Plc. and Playwork Co., Ltd. because the information from his study indicated that the President had power to deal with the transaction for not more than Baht 50 million? 6. The opinion of the directors and the company who was the party in fixing the proportion of the compensation or payment restructuring in the recall of the 2600 MHz band between MCOT Plc. and the party. The shareholders wanted to know it for further taking actions.
Mr. Kematat Paladesh, President, explained as follows: 1. MCOT Plc. and Playwork Co., Ltd. have joined hands to undertake the subscription television system business since 2010 by signing in the Joint Operation Agreement before the enactment of the Act on the Organization to Assign Radio Frequency and to Regulate the Broadcasting and Telecommunications Services B.E. 2553 (Frequency Act). The enactment of the Radio Frequency Act caused all agencies possessing the frequencies to return them to the NBTC for
Page 24 of 91 reallocation. However, since MCOT Plc. has been tied by the obligations under the Joint Operation Agreement on such frequencies made with the private company before the enactment of such Act, the Company’s utilization of those frequencies could continue as permitted by the transitory provision of the Act specifying that any agencies possessing the spectra, which operate the business by concession or lawful contract, would be able to continue their operations during the remaining period as permitted by such concession or contract. As a result, MCOT Plc. continued utilizing that band with Playwork Co., Ltd. like the business jointly undertaken with Bangkok Entertainment Co., Ltd., and True Visions Cable Plc. 2. MCOT Plc. strived to utilize the 2600 MHz band as much as possible, starting from the MMDS project, then, adjusted to be the Interactive Pay TV (Broadband TV) by using the digital technology in the form of Broadband Wireless Access (BWA). 3. The value of such frequency depended on the abilities in managing and utilizing it; this was different from the land value that could be expropriated or the right could be derogated. 4. Since the year of 2010, MCOT made its best endeavor to carry out the television subscription service project. The obstacles of this project were the import of devices for experimenting and testing the connecting network equipment and user equipment of this service, and the receipt of network code, which had to be licensed by the NBTC. This license permission consisted of 2 parts: one from the National Telecommunications Commission (NTC), and the Broadcasting and Television Commission (BTC). There have been some problems in asking permission from both agencies since 2011 as follows: - On August 19, 2011, the NBTC did not permit the import of devices. - On August 26, 2011, the NBTC rejected an application for the license on MMDS by BWA technology. - In 2013, MCOT Plc. submitted a letter to the NBTC to give an explanation, and to request for fairness regarding the operation of television business, and objected to the orders by the NBTC for all cases. - On March 2016, the NBTC resolved to permit MCOT Plc. to change its MMDS service to the Broadband Wireless Access system (BWA). MCOT Plc. also selected the network operators, e.g. AIS, True and CAT Telecom to provide the BWA service in order to provide the television subscription service on the 2600 band. - On October 2016, MCOT Plc. made the MOU to amend the business agreement with Playwork Co., Ltd. According to the business and legal viewpoints, this agreement has been made prior to the enactment of the Frequency Act; this was greatly beneficial to MCOT Plc. as it continued possessing the right in utilizing this band, and this originated the receipt of compensation or payment restructuring from the recall of the 2600 MHz band. - On October, 2016, MCOT Plc. made the MOU with AIS and True to provide the network service for the television subscription service on the 2600 band. However, as CAT Telecom encountered the budget problem, it requested for project termination. - On October, 2016, MCOT Plc. submitted the letters to the NBTC regarding the receipt of network code, and to accelerate the fixing of the network code to be used for the Company’s television subscription service under BWA technology. - On December 2018, after the receipt of network code, MCOT Plc. in collaboration with AIS and True tested the broadcast network, but such broadcast test could not continue for all 3 months as scheduled when the NBTC recalled the frequencies. - On March 11, 2019, the NBTC sent a letter to MCOT Plc. regarding the recall of the 2600 MHz that was unused or underused to ensure the optimum benefit of radio spectra. It was the same time when the Head of the Council for Peace and Order issued the Order No. 4/2019 regarding Solution for the Television and Telecommunication Industries, which allowed the frequency licensees to return their digital television licenses, and such frequencies (700 MHz) would be further utilized in the telecommunication business like the 2600 MHz. This made MCOT Plc. unable to
Page 25 of 91 operate the television subscription service because the notifications issued by the NBTC shall be deemed the law. 5. The NBTC set up a subcommittee in charge of considering the replacement, compensation, or payment for the recall of the 2500-2600 MHz bands, which consisted of representatives from 7 agencies including: 1) The Office of the NBTC; 2) The State Enterprise Policy Office; 3) The Office of the Council of State; 4) The Office of The Attorney General; 5) The Office of the National Economic and Social Development Council; 6) Budget Bureau; and 7) The Office of the National Digital Economy and Society Commission. 6. The NBTC has engaged 3 educational institutes; namely, Thailand Development Research Institute (TDRI), Chulalongkorn University, and Chiang Mai University to conduct 2 matters, which included an assessment of value for the recall of frequencies, and replacement, refund or compensation payment. However, TDRI and Chiang Mai University were unable to assess the value relevantly as required by the NBTC. As a result, only Chula Unisearch, Chulalongkorn University reported the assessment of replacement, refund or compensation value for the recall of frequencies. 7. Under the assessment of replacement, refund or compensation value for the recall of frequencies, Chulalongkorn University proposed 3 guidelines. The first guideline was the worst case, calculated from years of license with the net present value, so the compensation amount would be Baht 1,573.4 million. The second guideline was the base case with the compensation amount of Baht 3,809.8 million. The third guideline was the best case with the compensation amount of Baht 6,685.1 million. 8. Since June 2019, the Management of MCOT Plc. has taken steps on the recall of frequency subject to the resolution of the Board of Directors of MCOT Plc. MCOT Plc. has negotiated with its parties, and also followed up with the NBTC. However, the NBTC mainly adhered to laws, and its meeting was held once a month only. In some months, the agenda on the replacement, refund or compensation payment for the recall of the 2600 MHz was not inserted for consideration until MCOT Plc. was aware that the directorship term of the NBTC would expire while the Secretary-General of the NBTC would submit the resignation letter in June 2020. Therefore, MCOT Plc. submitted a letter to the NBTC to accelerate the consideration for the replacement, refund or compensation payment for the recall of the 2600 MHz. In addition, on May 22, 2020, MCOT Plc. submitted another letter to the NBTC to present its explicit intent that the NBTC should consider the replacement, refund or compensation payment for the recall of the 2600 MHz reasonably. MCOT Plc. and its party jointly submitted the information according to the exhibit attached to the Notification of the National Broadcasting and Telecommunications Commission regarding Criteria and Procedures for the Recall of Unused or Underused Radio Spectra to Ensure the Optimal Benefit so that it might be used by the NBTC to calculate the compensation payment for such recall of radio spectra. 9. As the Management of MCOT Plc. had 3-4 meetings with the Subcommittee for the consideration of the replacement, refund or compensation payment for the recall of the 2500 - 2600 MHz (Remedy Subcommittee), and had another 3 meetings with the educational institutes carrying out the assessment of value of the recall of radio spectra, together with the replacement, refund or compensation payment for such recall, we were advised that the replacement, refund or compensation payment for licensees whose frequencies were recalled could be divided into 3 following cases: 1) in case of the replacement for the recall of frequency, other frequency would be provided as appropriate; 2) in case of refund from the recall of frequency, the consideration would be based on all related documents and evidence indicating the cost actually incurred from the change of the band or the move from the band, the cost of adjusting the equipment to be compatible with the new frequency, and the cost of finding new devices to replace the existing one; and 3) in case of
Page 26 of 91 compensation payment for the recall of frequency, the consideration would be based on the opportunity cost from the recall of frequency in conformity with reasonability and fairness. 10. MCOT Plc. was responsible for expenses on the use of frequency in the part of license fee only while other costs have been borne by other joint operation party(ies). In 2016, MCOT Plc. amended the business agreement made with Playwork Co., Ltd. in respect with revenue sharing before expenses from 7.5% to 9%. 11. The equivalent proportion of compensation payment between MCOT Plc. and its party was the guideline proposed by the Remedy Subcommittee, which consisted of the representatives from 7 government authorities. We were advised that it was the best solution. However, the Subcommittee could consider the compensation for the recall of frequency, and remedy amount based on reasonability and fairness. 12. MCOT Plc. has never sent any letter to accept the amount of replacement, refund or compensation pursuant to the study result proposed by Chulalongkorn University. The compensation amount proposed by MCOT Plc. to the NBTC was higher. In addition, the band recalled was offered in the auction with the auction value higher than the amount of replacement, refund or compensation resolved by the NBTC. 13. On May 27, 2020, the NBTC invited certain representatives of MCOT Plc., which included the President, some executives of the Legal Affairs Department, and other related persons, to give an explanation in front of the committee and working team. In that meeting, MCOT Plc. was advised that the Subcommittee from 7 agencies proposed the opinion to the NBTC that the proportion of compensation to MCOT and its private-company party should be equal. However, the study result by Chulalongkorn University suggested that an entire amount of compensation for such recall of frequency should be directly paid to MCOT Plc., who would further pay the compensation to its party in accordance with their business agreement. The NBTC also required that MCOT Plc. prepare a letter confirming the demand and method of compensation sharing. Thus, MCOT Plc. decided to select the solution proposed by the Remedy Subcommittee as it seemed the best solution for the Company. In the NBTC meeting on that day, the meeting passed the resolution for the issue regarding the proportion of compensation to MCOT Plc. and private company only, but the resolution of this matter could not be passed because one director of the meeting had the different opinion and one director abstained the vote while the remaining directors resolved by equal votes at 2:2. As a result, this matter had to be proposed to the next meeting of the NBTC. However, on June 2020, the NBTC would be able to arrange only one meeting as required by law; therefore, MCOT Plc. inquired the NBTC about the tendency of the solution on the compensation payment for the recall of frequency, and whether or not it would be undertaken by the new board of directors of the NBTC. This action of MCOT Plc. aimed to accelerate the action of the NBTC, and to retain the best interest for all MCOT shareholders and employees. Thus, the NBTC verbally coordinated with and requested MCOT Plc. to send the letter reconfirming the proportion of compensation payment. Therefore, MCOT Plc. sent the letter dated June 4, 2020 to the NBTC based on the issues determined by the NBTC, which included the fixing of proportion for compensation payment, and the power of the President in giving explanations and sharing the proportion. The NBTC wanted MCOT Plc. to specify clearly that this was not the power of the Company’s President. However, all actions taken by the President have been in line with the resolution of the Board of Directors of MCOT Plc. since June 2019. Regarding the proposal of equal sharing, this meant that MCOT Plc. would not lose its benefits. Such letter to the NBTC was disseminated in the mass media on June 9, 2020 and this issue was distorted whereas the NBTC has not yet had the meeting or resolved this matter. The NBTC meeting was scheduled on June 10, 2020 while the meeting of the Board of Directors of MCOT Plc. was scheduled on June 11, 2020. 14. On June 10, 2020, the meeting of the NBTC considered the replacement, refund or compensation payment for the recall of 2500-2600 MHz bands of MCOT Plc. Such NBTC meeting acknowledged the length of possessing the frequency, and allowed MCOT Plc. to take actions in accordance with the letter of MCOT Plc. dated June 4, 2020 submitted to the NBTC with the remedy
Page 27 of 91 amount of Baht 3,235,836,754.93. The President has never given any details that he accepted this compensation amount, and he believed that the shareholders wanted higher remedy payment. In respect with the license term, MCOT Plc. proposed the term of 15 years. After calculating the remaining term of such license, it should be 13 years or 8 years. However, the NBTC resolved that MCOT Plc. had the remaining term of possessing the frequency for 6 years and 5 months only. The remedy would be paid in 7 installments in a period of 10 years, that is, 10% for Installment 1 on the first year, and Installment 2-7 on Year 5-10 for 15% per installment. When considering this resolution, the installment payment for the remedy up to the year of 2030 was too long. The resolution of the NBTC was officially passed on June 16, 2020, and sent to MCOT Plc. on the evening of Thursday, June 18, 2020 whereas MCOT Plc. reported it to the Stock Exchange of Thailand on June 22, 2020. As the resolution of the NBTC was officially issued on June 16, 2020, the President has not yet reported it to the meeting of the Company’s Board of Directors, No. 8/2020 held on June 11, 2020 because he wanted to take all steps correctly based on the documents and evidence. If he explained to the Board of Directors after receiving the official resolution of the NBTC and the majority of directors disagreed with it, he was ready to be responsible for this. However, after June 11, 2020, the Company’s directors gradually resigned and sent the objection notice to several agencies while they have not yet heard any information from the President and the working team who have undertaken this matter for 3-4 years. This event impaired the organization image, and nothing could be done to get what the Company wanted. Meanwhile, the Company has encountered other problems and may have to take steps according to the rehabilitation plan. The Management and the Board of Directors of MCOT Plc. have tried their best to solve all problems, and they had to be supported by the employees, labor union, and shareholders. Now, MCOT has already opposed to the resolution of the NBTC in accordance with the legal procedure because we considered that the resolution of the NBTC did not comply with the Notification of the NBTC regarding Criteria and Procedures for the Recall of Unused or Underused Radio Spectra to Ensure the Optimal Benefit in respect with the remedy amount, and allowing MCOT Plc. to fix the proportion of remedy between MCOT Plc. and its parties. The letter previously sent to the NBTC to accelerate it to take into account the remedy. When the Company considered that such resolution of the NBTC was against the law, the Company had to give an explanation according to the legal procedure.
Mr. Veera Somkwamkid, Shareholder, raised the following viewpoints and questions: 1. Was the letter sent by MCOT Plc. to the NBTC dated June 4, 2020 approved by the Board of Directors? 2. Prof. Parichart Sthapitanonda, Independent Director, made the objection notice dated June 11, 2020 with a brief detail that the letter sent by the President to the Secretary-General of the NBTC was the abuse of power, did not comply with the obligations and regulations of MCOT Plc., and was not based on correctness of MCOT Plc. and shareholders. On the same day, Mr. Montri Sanghirun, Independent Director and member of the Audit Committee, sent the objection notice with the same content. In addition, on June 12, 2020, Mr. Marut Buranasetkul, another director, sent the objection notice to the Chairman indicating the reasons similar to the objection stated by Prof. Parichart Sthapitanonda and Mr. Montri Sanghirun. Mr. Marut gave more details that the letter by the Chairman and the President was sent without authorization, which might be unlawful or did not comply with other related rules and obligations of MCOT Plc., and it did not protect the shareholders’ interest. In addition, in the meeting of the Board of Directors, No. 8/2020 dated June 11, 2020, Mr. Marut and several directors jointly shared opinions and intended to make an objection, and wanted the meeting to pass the resolution by not certifying any actions in accordance with the letter sent by the Chairman and the President. However, no resolution was passed because the Chairman closed the meeting without accepting any opinions from the directors. The content from the objection notice of each director implied suspiciousness, and this matter was unacceptable. Meanwhile, as a shareholder and the Secretary-General to People Network against Corruption, he has
Page 28 of 91 accepted some complaints on this case. He now had some information and was ready to examine and disclose it to the public.
Chairman explained to the Meeting as follows: 1. The meeting of the Board of Directors, No. 8/2020 dated June 11, 2020 was an electronic meeting via Zoom system when the COVID-19 outbreak has occurred, and he stayed at Khon Khen at that time. On that day, the climate was quite bad, so the internet signal was interrupted from time to time. In such meeting, there were some inquiries, which became later the news issue, about the outcome from the meeting of the National Broadcasting and Telecommunications Commission (NBTC) on June 10, 2020 regarding the replacement, refund or compensation payment for the recall of 2500-2600 MHz bands to which MCOT Plc. has acknowledged for further action in accordance with the letter of MCOT Plc. No. NorRor 6100/1250 dated June 4, 2020. In such meeting, no resolution was passed because MCOT Plc. has not yet received any written resolution from the Office of the NBTC. No resolution was passed because the meeting wanted to see the written resolution from the Office of the NBTC. 2. Any actions by the President in accordance with the letter of MCOT Plc. No. NorRor 6100/1250 dated June 4, 2020 were taken and authorized by the resolution of the Board of Directors in 2019. The Office of the NBTC sent a letter to the Chairman of MCOT Plc. on May 27, 2020 requesting for clarifying the issues questioned by the NBTC. From asking for the past proceeding, it was found that the President has given explanations to the NBTC all along, so the Board authorized the President to prepare the letter to be submitted to the NBTC, which would be later reported to the Board for acknowledgement.
Mr. Veera Somkwamkid, Shareholder, asked for the precise legal issues and regulations on authorizing the President to take actions as per details appeared in Letter of MCOT Plc. No. NorRor 6100/1250 dated June 4, 2020.
Mr. Kematat Paladesh, President, explained that the Board of Directors has passed the resolution since June 2019, which authorized the President to open negotiations for the best benefits of MCOT Plc. Later, the NBTC sent the letter dated May 27, 2020 to the Chairman for information clarification. Normally, the Company’s authorized directors would clarify the information; therefore, the Chairman assigned this matter to the President who would report the outcome to the Board later. However, he was ready to be examined for all previous actions.
Mr. Veera Somkwamkid, Shareholder, shared his opinion that the President explained that he has been authorized by the Board of Directors since 2019. If the Board of Directors actually authorized him, why did those three directors send their notice objecting to the Letter of MCOT Plc. No. NorRor 6100/1250 dated June 4, 2020 by the President? This was to confirm that the Board of Directors did not authorize this matter to the President. Therefore, Mr. Veera requested the President to show such resolution to the shareholders’ meeting for acknowledgement.
Mr. Kematat Paladesh, President, explained that the Board of Directors has acknowledged all actions regarding the 2600 MHz band all along. The Chairman of the Remedy Subcommittee also paid two visits to MCOT Plc. to advise the criteria and principles of consideration by the Remedy Subcommittee. The first visit aimed to give advice to the employees of MCOT Plc. and the second visit aimed to advise and give the crucial information to the Board of Directors. Therefore, the proposal submitted to the NBTC was not our imagination or benefited anything to the private company, but it’s based on the principle and opinion of the Remedy Subcommittee whereas the NBTC Board would have a meeting to acknowledge the outcome considered by the Remedy Subcommittee on that day. Regarding the authorization in the management matters, it conformed to the resolution of the Board of Directors of MCOT Plc. since June 2019, and this resolution has never
Page 29 of 91 been changed. Before May, the Management reported this matter to the Board for acknowledgement, and the Board assigned the Management to continue it. As the President kept all related documents, he had confidence and good faith. Anyway, he appreciated for all suggestions.
Mr. Veera Somkwamkid, Shareholder, shared his opinion that the President should present the details about the Board’s resolution on June 2019 to the shareholders for clearness. For example, was an approval of 50 million Baht the power of the President or any person? This was an important issue and dealt with benefits of MCOT Plc. and shareholders. Why did the President propose the NBTC to share the equal amount of remedy between MCOT Plc. and Playwork Co., Ltd. whereas MCOT Plc. was the spectrum owner? This should be the right of MCOT Plc. If the Board of Directors actually authorized the President to take actions on this matter; another 3 directors would not submit the objection notice to the Chairman.
Mr. Kematat Paladesh, President, explained as follows: 1. The President had power to approve under the budget not exceeding 50 million Baht. This was the power of procurement; it’s the different issue from the remedy for the recall of the 2600 MHz band. 2. From the resolution of the Board of Directors of MCOT Plc. dated June 25, 2019, the Board assigned the Management to discuss with Playwork Co., Ltd., which was the contract party, on details and documents to be submitted to the Office of the NBTC for consideration by the Remedy Subcommittee, as established by the NBTC Board, when calculating the reimbursement and compensation payment from the recall of the said band, especially reasons and assumptions supporting the calculation of cost and opportunity loss that should be reasonable and offer the highest interest to MCOT Plc. from the recall of such band. The Board also assigned the Management to negotiate with Playwork to alter the revenue proportion so that MCOT Plc. received more revenue than that specified in the contract. After negotiating with Playwork, and proposing it the Board of Directors, the Board considered that it was not adequate and not based on the principle. As a result, the contract party no longer wanted to negotiate with MCOT Plc. Therefore, MCOT Plc. had the duty of negotiating with the NBTC and it’s the duty of Company’s Top Management to receive the money as much as possible for the shareholders. When the resolution of the NBTC was inconsistent with the matter proposed by MCOT Plc., we would enter into the legal proceedings in the next step.
Mr. Suvit Mingmol, Shareholder, had the following viewpoints: 1. The President used to send a letter advising the MCOT Plc. Labor Union on May 21, 2020 that MCOT Plc. might consider the compensation from the recall of the 2600 MHz band for the part belonged to MCOT Plc. only because the Company could not step through the other part belonged to the contract party. However, in the letter of MCOT Plc. dated June 4, 2020 submitted to the NBTC, MCOT Plc. proposed the NBTC to consider the remedy amount in the same proportion, which was contrary to what advised earlier that MCOT Plc. was unable to step through the contract party. Therefore, the Labor Union had to check this matter. The President advised that he informed the shareholders’ meeting that he has received the letter from the NBTC on June 18, 2020, and informed the SET on June 22, 2020. But, if we read the letter reporting the SET, the content was not consistent. Moreover, from the press release by Mr. Takorn Tantasith, Secretary-General of the NBTC, he specified the amount of remedy paid to MCOT Plc. while the proportion of sharing between MCOT Plc. and its contract party would be in accordance with the letter proposed by the President. In this regard, the Labor Union submitted an objection notice to the NBTC to insist that such letter might be questionable because several directors submitted the objection notice. The shareholders, especially the Ministry of Finance as a major shareholder, should be aware of this. 2. Regarding the reorganization appearing in the news report that MCOT Plc. suffered the loss due to a large number of employees and high cost of employees, MCOT Plc. has previously spent 7 million Baht for the reorganization. But, the Labor Union has tried to question about the remaining
Page 30 of 91 manpower after such reorganization. Up to now, we have not yet been advised on job evaluation, which would determine the qualifications of personnel demanded. Today, the employees have perceived that the old employees continued working while some new employees were recruited under the Company’s increasing loss.
The Chairman proposed the Meeting to approve remuneration for directors and criteria for bonus payment for directors for the year 2020, until there was a change approved by the Meeting of Shareholders, as proposed by the Remuneration Committee. Resolution: The Meeting approved remuneration for directors for the year 2020 until there was a change approved by the Meeting of Shareholders, acknowledged the suspension of bonus payment for directors for the year 2019 due to loss in operations, by more than 2/3 of total votes of the shareholders present at the Meeting and entitled to cast votes as follows:
Approved 537,488,765 votes or % 99.9744 Not approved 134,509 votes or % 0.0250 Abstained 2,899 votes or % 0.0005 Voided ballot 0 votes or % 0
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 The Chairman informed the Meeting that he himself was the director who was due to retire by rotation at the Meeting. The Chairman therefore left the meeting room. According to Article 27 of MCOT’s Regulations “In case that the position of Chairman is vacant or the Chairman is absent or cannot perform the duty, Vice Chairman shall perform the duty of the Chairman. In case that the position of Vice Chairman is vacant or the Vice Chairman is absent or cannot perform the duty, a shareholder present at the Meeting shall select one of the shareholders present at the Meeting to perform the duty of the Chairman”. Mr. Wachirapol Tripetch, Proxy of Mrs. Chotipun Vejcho proposed Mr. Peerachat Janetrakul, Proxy of Mrs. Kanitta Vongvai, to be the Chairman of the Meeting. Mr. Peerachat Janetrakul, Proxy of Mrs. Kanitta Vongvai, who performed the duty of Chairman in the Meeting, delegated Mrs. Rachadaporn Rajchataewindra, Chairman of the Nomination Committee, to present details in this agenda. The following Directors involved in this agenda expressed intention to leave the Meeting room: 1) Pol.Lt.Gen.Jatupol Panraksa Independent Director 2) Mr.Sommai Lakananurak Director 3) Mrs.Pattaraporn Vorasaph Director
Directors involved in this agenda left the Meeting room.
Mrs. Rachadaporn Rajchataewindra, Chairman of the Nomination Committee, reported as follows: 1. The Board of Directors of MCOT Plc. consisted of 13 members. From April 2019 (after the 2019 Annual General Meeting of Shareholders of MCOT Plc.), 9 directors resigned 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. 1. Mr. Jirachai Moontongroy Director Resigned on May 9, 2019 2. Miss Sirikul Laukaikul Independent Resigned on September 30, 2019 Director 3. Mrs. Pantip Sripimol Director Resigned on October 1, 2019
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4. Mr. Veerasak Kositpaisal Independent 65 Years on June 18, 2019 Director 5. Mrs. Patareeya Benjapolchai Independent 65 Years on May 31, 2019 Director 6. Mr. Thawatchai Arunyik Independent 65 Years on March 29, 2020 Director 7. Mr.Piset Chiyasak Independent Resigned on June 10, 2020 Director 8. ProfessorParichart Independent Resigned on June 12, 2020 Sthapitanonda Director 9. Mr.Montri Sanghirun Independent Resigned on June 12, 2020 Director 10. Mr.Thanawat Sungthong Independent Resigned on June 12, 2020 Director 11. Mr.Suvit Nakpeerayuth Independent Resigned on July 20, 2020 Director 12. Mr.Marut Buranasetkul Independent Resigned on July 20, 2020 Director
2. The Nomination Committee sought for the Company’s directors from the Directors’ Pool and the list of professionals in various areas by taking account 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 accordance 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 should have the term of office equivalent to the remaining term of office of the directors whom they replaced as follows:
Directors to replace those who resigned prior Board of Directors resolution to completion of term 1. Pol.Lt.Gen.Jatupol Panraksa No. 12/2019, November 12, 2019 to replace Mrs. Patareeya Benjapolchai will hold office until April, 2020 2. Mr.Sommai Lakananuruk No. 12/2019, November 12, 2019 to replace Mr. Jirachai Moontongroy will hold office until April, 2020 3. Mrs.Pattaraporn Vorasaph No. 13/2019, December 16, 2019 to replace Mrs. Pantip Sripimol will hold office until April, 2020 4. Mrs.Rachadaporn Rajchataewindra No. 12/2019, November 12, 2019 to replace Mr.Veerasak Kositpaisal will hold office until April, 2021 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 compliance 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
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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 5) Mr. Suvit Nakpeerayuth Resigned on July 20,2020 6) Mr.Marut Buranasetkul Resigned on July 20,2020
In 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 (resigned on June 12, 2020)
3. MCOT Plc. 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 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. After reviewing the required qualifications and composition of the Directors that had to meet the Company’s requirements and be relevant to its business operations, the Nomination Committee was of opinion that, due to an intense competition in the media industry and necessary actions to comply with all related rules and regulations of several regulatory agencies, the policy and direction of the Company as well as continuity must be in accordance with the current situation and relevant rules and regulations; therefore, it deems appropriate to propose the following persons who possess knowledge and expertise that meet the required qualifications as needed and necessary for the Company’s business (skill matrix) without prohibited characteristics as specified in the Company’s regulations and other relevant laws. The Board of Directors of MCOT Plc. carried out the process and complied with the guidelines on appointment of directors of state enterprises in accordance with Development of Supervision and Management of State Enterprises Act, B.E. 2562. Therefore, the Board of Directors passed a resolution to propose to the 2020 Annual General Meeting of Shareholders for approval of the appointment of these four nominees as Directors. 1) Mrs. Pattaraporn Vorasaph Director 2) Mr. Sommai Lakananurak Director 3) Pol. Gen. Tawitchat Palasak Independent Director 4) Mr. Sirote Ratanamahatana Independent Director
Curriculum vitae and visions of the nominated directors were delivered to the shareholders prior to the Meeting as shown in Enclosure 6. 1. Mrs. Pattaraporn Vorasaph, Director, possessed knowledge and was specialized in economic, finance, banking and organizational management. Currently, she is appointed as Deputy Director of the Comptroller General’s Department, Director of the Botanical Garden Organization, and Director of PTT International Trading London Ltd. Mrs. Patttaraporn would be able to apply her knowledge and experience and gave advices on MCOT’s operations, for the best interest of the Company. During her directorship term, Mrs. Pattaraporn performed her duty appropriately and attended the meetings regularly. 2. Mr. Sommai Lakananurak, Director, possessed knowledge and was specialized in organizational management, budget management, and planning. Currently, he was appointed as Deputy Director of the Budget Bureau, the Office of the Prime Minister, who was a supervisory ministry of
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MCOT, in accordance with the Cabinet’s Resolution dated July 8, 2019, on the composition of state enterprise directors. Mr. Sommai would be able to apply his knowledge and experience in MCOT’s budget management and planning, for the best interest of the Company. During his directorship term, Mr. Sommai performed his duty appropriately and attended the meetings regularly. 3. Pol. Gen. Tawitchat Palasak, Independent Director, possessed knowledge and was specialized in public administration, security, justice management and laws. Currently, he was a retired government official. Previously, he was appointed as a special advisor to Royal Thai Police. Pol. Gen. Tawitchat would be able to apply his knowledge and experiences relevant to management, security management, justice management and laws to MCOT’s operations, for the best interest of the Company. 4. Mr. Sirote Ratanamahatana, Independent Director, possessed knowledge and was Specialized in information technology, strategic management, organization assessment, communication and telecommunication law. Currently, Mr. Sirote was appointed as a Member of Sub- Committee on Risk Management of Goe-Informatics and Space Technology Development Agency (Public Organization). Mr. Sirote would be able to apply his knowledge and experience in information and technology, telecommunication, strategic management and assessment to MCOT’s operations, for the best interest of the Company.
Mr. Peerachat Janetrakul, Proxy of Mrs. Kanitta Vongvai, who performed the duty of Chairman in the Meeting, proposed the Meeting to appoint directors in replacement with those who retired by rotation. Resolution: The Meeting approved the appointment of 4 directors in replacement with those who retired by rotation, as proposed by the Nomination Committee, by majority votes of the shareholders present at the Meeting and entitled to cast votes, as follows: 1. Mrs. Pattaraporn Vorasaph Director (appointed for another term) Approved 533,166,205 votes or % 99.1709 Not approved 4,457,413 votes or % 0.8290 Abstained 2,555 votes or % - Voided ballot 0 votes or % 0
2. Mr. Sommai Lakananurak Director Approved 533,161,655 votes or % 99.1700 Not approved 4,461,953 votes or % 0.8299 Abstained 2,555 votes or % - Voided ballot 0 votes or % 0
3. Pol. Gen. Tawitchat Palasak Independent Director Approved 533,158,196 votes or % 99.1695 Not approved 4,464,878 votes or % 0.8304 Abstained 3,099 votes or % - Voided ballot 0 votes or % 0
4. Mr. Sirote Ratanamahatana Independent Director Approved 533,158,227 votes or % 99.1703 Not approved 4,460,347 votes or % 0.8296 Abstained 7,599 votes or % - Voided ballot 0 votes or % 0
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Persons in No. 1-2 are the directors who were nominated to be re-elected as directors for another tenure. Persons No. 3- 4 are qualified persons who are nominated according to their knowledge and abilities that would benefit the Company’s operations in conformity with components of the board of directors.
Agenda 9: Others (if any)
Mr. Peerachat Janetrakul, Proxy of Mrs. Kanitta Vongvai, who performed the duty of Chairman in the Meeting, expressed his appreciation to all shareholders who shared opinions on various issues. He also appreciated the shareholders who volunteered to be the vote counting inspectors. He invited the vote counting inspectors to receive a token of appreciation from the President of MCOT Plc. The Chairman also expressed his thanks to all of shareholders and proxies who attended the Meeting.
In summary, there were 72 shareholders who were present at the Meeting, and 28 proxies, or there were 100 shareholders in total, holding 537,626,173 shares or 72.2458percent of total shares sold.
The Meeting was adjourned at 16.30 hrs.
Ms. Thanaporn Thaweepanich, Minute Taker
Pol.Lt.Gen.
(Mr. Kematat Paladesh) (Jatupol Panraksa) President Chairman of the Board of Directors MCOT Public Company Limited MCOT Public Company Limited
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The 2020 Annual Report (QR Code)
(Document for Agenda 3)
QR Code Downloading Instructions
For iOS System (iOS 11 and higher models) 1. Turn on a mobile camera. 2. Scan a QR code. 3. A 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 and 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 → Add friend 1.2 Choose "QR Code" 1.3 Scan the QR Code 2. Scan the QR Code to access documents.
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Auditor’s Report and Financial Statements of MCOT Plc. and its Subsidiaries For the Year Ended December 31, 2020 (Document for Agenda 4)
QR Code Downloading Instructions iOS System (iOS 11 and higher models) 1. Turn on a mobile camera. 2. Scan a QR code. 3. A 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 and 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 → Add friend 1.2 Choose "QR Code" 1.3 Scan the QR Code 2. Scan the QR Code to access documents.
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MCOT Public Company Limited and its subsidiaries Statement of financial position Consolidated Separate financial statements financial statements 31 December 31 December 1 January 31 December 31 December 1 January Assets Note 2020 2019 2019 2020 2019 2019 (Restated) (Restated) (Restated) (Restated) (in Baht) Current assets Cash and cash equivalents 7 794,498,134 363,916,439 244,720,232 788,856,529 354,274,202 235,549,185 Current investments 8 108,067,351 70,596,507 66,105,793 108,067,351 70,596,507 66,105,793 Trade accounts receivable 3, 6, 23 304,151,300 300,298,012 722,386,829 306,627,212 301,919,088 725,545,674 Other current receivables 6 64,744,013 131,817,486 50,036,937 64,714,622 131,817,486 49,809,527 Current portion of long-term loan to related party 6 - - - - 2,200,000 3,000,000 Inventories - 789,152 3,516,025 - - 10,761,287 Other current assets 35,595,687 37,544,726 87,360,427 32,961,625 34,589,574 84,049,262 Total current assets 1,307,056,485 904,962,322 1,174,126,243 1,301,227,339 895,396,857 1,174,820,728
Non-current assets Other non-current financial assets 3, 23 11,610,217 14,410,000 14,410,000 11,610,217 14,410,000 14,410,000 Restricted deposit at financial institutions 113,330 383,631,848 565,704,063 113,330 383,631,848 565,704,063 Investments in subsidiaries 9 - - - - - 4,900,000 Long-term loan to related party 6 - - - - - 3,500,000 Investment properties 3, 10 5,756,157,084 5,032,625,000 5,032,625,000 5,756,157,084 5,032,625,000 5,032,625,000 Property, plant and equipment 3, 11 768,605,278 1,382,071,882 1,813,042,138 766,540,903 1,379,227,956 1,809,309,814 Digital television licence 13 - 462,456,383 1,063,494,663 - 462,456,383 1,063,494,663 Intangible assets 12 1,151,341 156,285,437 196,317,982 1,151,287 156,285,383 196,314,403 Withholding tax deducted at source 183,165,857 213,139,481 118,187,026 175,641,500 203,518,903 108,953,939 Other non-current assets 15,252,844 15,776,445 15,187,742 14,872,844 15,377,293 14,807,742 Total non-current assets 6,736,055,951 7,660,396,476 8,818,968,614 6,726,087,165 7,647,532,766 8,814,019,624
Total assets 8,043,112,436 8,565,358,798 9,993,094,857 8,027,314,504 8,542,929,623 9,988,840,352
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MCOT Public Company Limited and its subsidiaries Statement of financial position Consolidated Separate financial statements financial statements 31 December 31 December 1 January 31 December 31 December 1 January Liabilities and equity Note 2020 2019 2019 2020 2019 2019 (Restated) (Restated) (Restated) (Restated) (in Baht) Current liabilities Short-term loan from financial institution 14, 23 240,000,000 - - 240,000,000 - - Trade and other current payables 6 470,355,466 392,303,194 643,579,360 471,960,966 393,660,684 642,090,481 Unearned income 47,415,251 51,987,261 50,246,787 47,415,251 51,800,345 50,059,871 Advance received from NBTC 28 73,164,990 - - 73,164,990 - - Current portion of lease liabilities (2019: Current portion of finance lease liabilities) 3, 14, 23 24,184,942 18,249,846 9,602,199 24,114,838 18,183,848 9,530,841 Current portion of digital television licence payable 13 - - 9,618,926 - - 9,618,926 Accrued expenses 182,620,699 296,967,434 316,150,609 181,891,407 295,922,260 313,844,957 Accrued employee expenses for Mutual Separate Plan project 19 695,917,770 - - 695,917,770 - - Other current liabilities 44,660,867 42,924,225 40,453,129 44,510,052 42,686,634 40,200,329 Total current liabilities 1,778,319,985 802,431,960 1,069,651,010 1,778,975,274 802,253,771 1,065,345,405
Non-current liabilities Lease liabilities (2019: Finance lease liabilities) 3, 14, 23 24,447,368 33,898,320 9,906,197 24,430,526 33,816,605 9,763,410 Deferred revenues 139,689,677 39,507,013 209,536,354 139,689,677 39,507,013 209,536,354 Deferred tax liabilities 3, 21 915,617,603 773,622,826 232,015,722 915,617,603 773,622,826 232,015,722 Non-current provisions for employee benefit 15 351,775,543 562,392,274 442,919,432 351,775,543 562,392,274 442,471,854 Digital television licence payable 13 - - 1,233,238,015 - - 1,233,238,015 Non-current provisions for litigation 27 13,129,920 3,073,509 3,110,309 13,129,920 3,073,509 3,110,309 Other non-current liabilities 43,962,139 60,568,670 62,615,901 44,512,475 61,119,006 63,166,236 Total non-current liabilities 1,488,622,250 1,473,062,612 2,193,341,930 1,489,155,744 1,473,531,233 2,193,301,900
Total liabilities 3,266,942,235 2,275,494,572 3,262,992,940 3,268,131,018 2,275,785,004 3,258,647,305
Equity Share capital: Authorised share capital (767,000,000 ordinary shares, par value at Baht 5 per share) 3,835,000,000 3,835,000,000 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, par value at Baht 5 per share) 3,435,496,050 3,435,496,050 3,435,496,050 3,435,496,050 3,435,496,050 3,435,496,050 Share premium on ordinary shares 1,106,802,869 1,106,802,869 1,106,802,869 1,106,802,869 1,106,802,869 1,106,802,869 Retained earnings (Deficit) Appropriated Legal reserve 16 383,500,000 383,500,000 383,500,000 383,500,000 383,500,000 383,500,000 Unappropriated (Deficit) 3 (676,807,729) 1,383,834,340 1,823,249,908 (713,326,542) 1,341,345,700 1,804,394,128 Other components of equity 16 546,711,109 - - 546,711,109 - - Equity attributable to owners of the parent 4,795,702,299 6,309,633,259 6,749,048,827 4,759,183,486 6,267,144,619 6,730,193,047 Non-controlling interests (19,532,098) (19,769,033) (18,946,910) - - - Total equity 4,776,170,201 6,289,864,226 6,730,101,917 4,759,183,486 6,267,144,619 6,730,193,047 Total liabilities and equity 8,043,112,436 8,565,358,798 9,993,094,857 8,027,314,504 8,542,929,623 9,988,840,352
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MCOT Public Company Limited and its subsidiaries Statement of comprehensive income Consolidated Separate financial statements financial statements Year ended 31 December Year ended 31 December Note 2020 2019 2020 2019 (Restated) (Restated) (in Baht) Continuing operations Revenues 6 Revenue from sale of goods and rendering of services 17, 25 1,424,086,470 1,831,606,934 1,424,086,469 1,823,482,543 Other income 87,609,692 88,124,787 86,785,200 77,544,660 Total revenues 1,511,696,162 1,919,731,721 1,510,871,669 1,901,027,203
Expenses Cost of sale of goods and rendering of services 1,459,616,037 1,973,697,178 1,458,825,665 1,968,058,509 Distribution costs 119,902,644 156,238,487 119,902,644 155,781,145 Administrative expenses 432,372,586 523,963,853 430,740,955 529,276,625 Reversal of impairment losses on digital television licence 13 - (596,413,602) - (596,413,602) Impairment losses on assets 9, 11, 12, 13 1,138,425,030 48,698,330 1,138,425,030 53,598,330 Employee expenses for Mutual Separate Plan project 19 431,670,007 - 431,670,007 - Total expenses 3,581,986,304 2,106,184,246 3,579,564,301 2,110,301,007
Loss from operating activities (2,070,290,142) (186,452,525) (2,068,692,632) (209,273,804) Finance costs (14,389,107) (16,898,589) (14,382,568) (16,888,047) Reversal of impairment loss determined in accordance with TFRS 9 23 10,411,407 - 15,595,250 - Loss before income tax expense (2,074,267,842) (203,351,114) (2,067,479,950) (226,161,851) Tax expense 21 (5,317,000) (537,094,783) (5,317,000) (537,094,783) Loss for the year from continuing operations (2,079,584,842) (740,445,897) (2,072,796,950) (763,256,634)
Discontinued operation Profit for the year from discontinued operation, net of tax 18 59,195,999 282,158,920 59,195,999 282,158,920 Loss for the year (2,020,388,843) (458,286,977) (2,013,600,951) (481,097,714)
Other comprehensive income Items that will not be reclassified subsequently to profit or loss Gain (loss) on remeasurements of defined benefit plans (20,210,451) 22,561,607 (20,210,451) 22,561,607 Gain on revaluation of assets 3, 10 683,388,886 - 683,388,886 - Income tax relating to items that will not be reclassified subsequently to profit or loss 3, 21 (136,677,777) (4,512,321) (136,677,777) (4,512,321) Total items that will not be reclassified subsequently to profit or loss 526,500,658 18,049,286 526,500,658 18,049,286 Other comprehensive income for the year, net of tax 526,500,658 18,049,286 526,500,658 18,049,286 Total comprehensive loss for the year (1,493,888,185) (440,237,691) (1,487,100,293) (463,048,428)
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MCOT Public Company Limited and its subsidiaries Statement of comprehensive income Consolidated Separate financial statements financial statements Year ended 31 December Year ended 31 December Note 2020 2019 2020 2019 (Restated) (Restated) (in Baht) Loss attributable to: Owners of the parent (2,019,570,778) (457,464,854) (2,013,600,951) (481,097,714) Non-controlling interests (818,065) (822,123) - - Loss for the year (2,020,388,843) (458,286,977) (2,013,600,951) (481,097,714)
Total comprehensive loss attributable to: Owners of the parent (1,493,070,120) (439,415,568) (1,487,100,293) (463,048,428) Non-controlling interests (818,065) (822,123) - - Total comprehensive loss for the year (1,493,888,185) (440,237,691) (1,487,100,293) (463,048,428)
Basic earnings (loss) per share 22 Basic loss per share from continuing operations (3.03) (1.08) (3.02) (1.11) Basic earnings per share from discontinued operations 18 0.09 0.41 0.09 0.41
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MCOT Public Company Limited and its subsidiaries Statement of cash flows Consolidated Separate financial statements financial statements Year ended 31 December Year ended 31 December 2020 2019 2020 2019 (in Baht) Cash flows from operating activities Loss for the period (2,020,388,843) (458,286,977) (2,013,600,951) (481,097,714) Adjustments to reconcile loss to cash receipts Tax expense 5,317,000 537,094,783 5,317,000 537,094,783 Finance costs 14,389,107 16,898,589 14,382,568 16,888,047 Depreciation 239,320,587 349,728,131 238,541,037 348,839,733 Amortisation 86,636,397 263,104,949 86,636,397 263,101,424 Impairment losses on assets 1,144,251,764 135,956,053 1,139,067,921 150,606,053 Gain on revaluation of investment properties (26,585,000) - (26,585,000) - Non-current provisions for employee benefit 34,817,106 157,305,775 34,817,106 157,753,353 Employee expenses for Mutual Separate Plan project 431,670,007 - 431,670,007 - Reversal of other non-current liabilities (7,494,792) - (7,494,792) - Reversal of impairment losses on digital television licence - (596,413,602) - (596,413,602) Gain on returning of digital television licence - (12,407,549) - (12,407,549) Unrealised loss (gain) on foreign exchange 180,539 (983,581) 179,940 (984,935) Loss on fair value adjustment 1,608,150 - 1,608,150 - (Reversal of) bad and doubtful debts expenses 370,668 (3,419,059) 370,668 6,388,533 Loss on inventories devaluation - 10,750,838 - 10,750,838 Gain on disposal of equipment and intangible assets (23,905) (72,546) (23,905) (72,546) Gain on barter of advertising (5,090,233) - (5,090,233) - Other income (95,721) - (10,579) - Deferred revenues (45,937,173) (173,079,358) (45,937,173) (173,079,358) Dividend income (61,757) (61,757) (61,757) (61,757) Interest income (5,271,029) (11,076,936) (5,593,101) (11,331,466) Other expense 2,098,747 - 2,098,747 - (150,288,381) 215,037,753 (149,707,950) 215,973,837 Changes in operating assets and liabilities Trade accounts receivable (43,586,008) 258,528,839 (39,734,926) 257,351,669 Other current receivables 66,412,588 71,225,499 66,412,588 71,225,499 Inventories 789,152 1,726,035 - 10,449 Other current assets 487,131 54,624,086 166,041 54,063,679 Other non-current assets (406,386) (46,928,777) (425,538) (46,690,192) Trade and other current payables 20,138,771 (119,478,222) 20,386,781 (116,631,853) Unearned income 518,224 13,295,161 705,139 13,295,161 Advance received from NBTC 73,164,990 - 73,164,990 - Accrued expenses (93,549,846) (18,735,598) (93,319,107) (17,922,696) Other current liabilities 3,756,974 762,046 3,843,750 777,255 Deferred revenues 156,004,716 - 156,004,716 - Non-current provisions for litigation (1,060,000) (36,800) (1,060,000) (36,800) Non-current provisions for employee benefit paid (11,729,813) (23,543,096) (11,729,813) (23,095,518) Other non-current liabilities 2,014,672 (2,047,231) 2,014,672 (2,047,231) Net cash generated from operating 22,666,784 404,429,695 26,721,343 406,273,259 Taxes received (paid) 27,874,878 (53,339,903) 25,778,656 (53,229,708) Net cash from operating activities 50,541,662 351,089,792 52,499,999 353,043,551
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MCOT Public Company Limited and its subsidiaries Statement of cash flows Consolidated Separate financial statements financial statements Year ended 31 December Year ended 31 December 2020 2019 2020 2019 (in Baht) Cash flows from investing activities Increase in current investments (37,470,844) (4,490,714) (37,470,844) (4,490,714) Decrease in restricted deposit at financial institution 383,518,518 182,072,215 383,518,518 182,072,215 Acquisition of plant and equipment (94,551,837) (187,832,733) (94,551,837) (187,832,733) Acquisition of intangible assets (93,184,091) (390,481,668) (93,184,091) (390,481,668) Proceeds from disposal of assets 36,781 651,300 36,781 651,300 Proceeds from repayment of loans to related party - - 2,200,000 - Payment for loans to related party - - - (2,200,000) Proceeds from returning of digital television licence - 163,298,367 - 163,298,367 Dividends received 61,757 61,757 61,757 61,757 Interest received 5,964,335 12,965,868 6,794,323 12,663,945 Net cash from (used in) investing activities 164,374,619 (223,755,608) 167,404,607 (226,257,531)
Cash flows from financing activities Proceeds from short-term loan from financial institution 240,000,000 - 240,000,000 - Proceeds from change in ownership interest in subsidiaries without a change in control 1,055,000 - - - Payment of lease liabilities (2019: Payment by a lessee for reduction of the outstanding liability relating to a finance lease) (18,931,054) (7,538,973) (18,870,287) (7,472,540) Interest paid (6,458,532) (599,004) (6,451,992) (588,463) Net cash from (used in) financing activities 215,665,414 (8,137,977) 214,677,721 (8,061,003)
Net increase in cash and cash equivalents 430,581,695 119,196,207 434,582,327 118,725,017 Cash and cash equivalents at 1 January 363,916,439 244,720,232 354,274,202 235,549,185 Cash and cash equivalents at 31 December 794,498,134 363,916,439 788,856,529 354,274,202 = Non-cash transactions Payables for acquisition of plant and equipment 243,426,691 174,002,206 243,426,691 174,002,206 Right-of-use assets increased from finance lease 10,549,973 - 10,549,973 - Payables for acquisition of intangible assets 23,245,836 33,755,724 23,245,836 33,755,724 Gain on revaluation of investment properties 683,388,886 - 683,388,886 -
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Details of the remuneration of the Company’s Directors (Document for Agenda 6)
The Board of Directors approved the determination of the remuneration and meeting allowance of Directors for the year 2021, based on the same criteria in 2020, until there is a change as approved by the Shareholders’ Meeting and approved to propose to the 2021 Annual General Meeting of Shareholders’ Meeting for approval, the details of which are as follows:
Committees /Subcommittees 2020 Rate 2021 Rate
1. The Board of Directors 1) Monthly Remuneration 1) Monthly Remuneration The Board of Directors has the authority and duties to operate 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 - Director - Director with integrity, ethics, and morality, and prudence for the best benefits of the Company and its shareholders. 15,000.- Baht 15,000.- Baht (in reference with Clause 35 of the Company’s regulations) 2) Meeting Allowances 2) Meeting Allowances - Chairman - Chairman - Director - Director 20,000.- Baht/Month 20,000.- Baht/Month (No more than (No more than 15 times/Year) 15times/Year) (Existing rate)
2. The Audit Committee has the following authority and duties: 1) Monthly Remuneration 1) Monthly Remuneration 1. To prepare the Internal Audit Charter in accordance with the - Chairman - Chairman Company’s operations, which is required to be approved by the 12,500.- Baht 12,500.- Baht Board of Directors and reviewed at least once a year. - Director - Director 2. To ensure effectiveness of internal audit, corporate governance 10,000.- Baht 10,000.- Baht and risk management procedures. 2) Meeting Allowances 2) Meeting Allowances 3. To ensure accuracy and credibility of the Company’s financial statements - Chairman - Chairman 4. To ensure the Company’s compliance with laws, rules, - Director - Director regulations, Cabinet’s resolutions, announcement or order 5,000.- Baht/Month 5,000.- Baht/Month relating to the Company’s operations. (Existing rate) 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 review the Company's operations to keep pace with the criteria of state enterprise’s performance in all 7 areas, which are good corporate governance and corporate leadership, strategic planning, risk management and internal control, stakeholders and customers engagement, digital technology development, human capital management, knowledge and innovation management 11. To perform other duties as prescribed by law or assigned by directors of state enterprises.
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Committees /Subcommittees 2020 Rate 2021 Rate
3. The Nomination Committee has the following authority and 1) Monthly Remuneration 1) Monthly Remuneration duties: - None - None 1. To review a current structure of Directors to ensure its strategic 2) Meeting Allowances 2) Meeting Allowances appropriateness and to propose improvement guidelines and - 10,000.-Baht/Month - 10,000.-Baht/Month Director nomination guideline in accordance with such structure. (Existing rate) 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 relevant 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 Directors retiring by rotation or those retiring for other reasons, to propose to the Annual General 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 has the following authority and 1) Monthly Remuneration 1) Monthly Remuneration duties: - None - None 1. To propose criteria for remuneration payment and models and 2) Meeting Allowances 2) Meeting Allowances the amount of remuneration to be paid to Directors using fair - 10,000.-Baht/Month - 10,000.-Baht/Month and reasonable principles in accordance with their responsibilities, based on operating results and business size as (Existing rate) 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 Director-General/ President to achieve within the benchmark timeframe (2) To assess Director-General/President’s performance in accordance with criteria and conditions specified in the management contract within the benchmark timeframe and report to the Board of Directors (3) To consider criteria for remuneration payment and models to be paid to executives at levels equivalent to Senior Vice President orhigher, on a fair and reasonable basis and propose to the Board of Directors to further propose to the Annual General Meeting of Shareholders for approval 4. To perform other duties as assigned by the Board of Directors 5. The Risk Management Committee has the following authority 1) Monthly Remuneration 1) Monthly Remuneration and duties: - None - None 1. To establish policy, strategy and practical guidelines for 2) Meeting Allowances 2) Meeting Allowances conducting risk management plan, in accordance with the - 10,000.-Baht/Month - 10,000.-Baht/Month Company’s overall strategy, to propose to the Board of
Directors to consider the overall risk management (Existing rate)
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Committees /Subcommittees 2020 Rate 2021 Rate
2. To revise the risk management plan that indicates sources of 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 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 communicate with the Board of Directors on 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 on suggestions to improve risk management to comply with set policies and strategies. 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
6. The Corporate Governance Committee has the following 1) Monthly Remuneration 1) Monthly Remuneration authority and duties: - None - None 1. To lay out the drafted corporate governance policy , anti-corruption 2) Meeting Allowances 2) Meeting Allowances policy and business ethics and code of conduct under legal - 10,000.-Baht/Month - 10,000.-Baht/Month framework, resolutions of the Cabinet, criteria, regulations and rules currently stipulated by the organizations that govern the (Existing rate) 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 Directors, management and employees at all levels. 2. To supervise and suggest policy and guidelines that enable 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 update 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 5. To prepare guidelines for good corporate governance in accordance with corporate governance policy and anti-corruption policy
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Committees /Subcommittees 2020 Rate 2021 Rate
6. To review Charter for Corporate Governance, at least once a year, to ensure that it is up-to-date and complies 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 in 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 - None - None Section 22 and 23 of the State Enterprise Labor Relations Act, 2) Meeting Allowances 2) Meeting Allowances B.E.2543 (2000) as follows: - 10,000.-Baht/Month - 10,000.-Baht/Month 1. To provide opinions on the improvement of the Company’s (Existing rate) 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 advices on improvement of employment conditions as well as to collaborate to ensure effectiveness and protect the Company’s interest.
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 (Existing rate) Note: 1. Remuneration payment of 1. Remuneration payment of members of the Board of members of the Board of Directors and members of the Directors and members of the Audit Committee, who took up Audit Committee, who took their position at any time of the up their position at any time month, shall be calculated in of the month, shall be accordance with the duration of calculated in accordance with their terms. the duration of their terms. 2. Directors shall receive not more 2. Directors shall receive not than 15 meeting allowances a more than 15 meeting year. (present in the meetings allowances a month. (present only) in the meetings only) 3. The Chairman and Vice 3. The Chairman and Vice Chairman shall receive additional Chairman shall receive 25% of meeting allowances, additional 25% of meeting respectively. allowances, respectively. (Existing rate) 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. (Existing rate)
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Other benefits none
Criteria of annual bonus payments to the Company’s Directors
The Board of Directors approved that the criteria for the payment for Directors’ annual bonus for the year 2021 remain unchanged from those in the year 2020, 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 2021
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 2020
The Board of Directors considered the proposal to abstain bonus payment from the Company for the year 2020,due to operating loss and obligations for investment.
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Curriculum Vitae of the Company’s Auditor EY OFFICE LIMITED 193/136-137 Lake Rajada Office Complex 33rd Floor Rajadapisek Road Klongtoey, Bangkok 10110 Tel : (+66) 264-0777 Fax : (+66) 264-0789 – 90 (Document for Agenda 7)
1. Mr. Khitsada Lerdwana Certified Public Accountant (Thailand) No. 4958 Piosition : Audit Partner, EY Office Limited Audit Experience : 1992 - Present Education Background : Master’s degree in Accounting and Finance, Chulalongkorn : UniversityBachelor’s degree in accounting, Thammasart University Audit Experiences : JKN Global Media Public Company Limited in Media Industry : GMM Grammy Public Company Limited : Plan B Media Public Company Limited
2. Mr. Termphong Opanaphan Certified Public Accountant (Thailand) No. 4501 Piosition : Audit Partner, EY Office Limited Audit Experience : 1990 - Present Education Background : Master’s degree in Accounting and Finance, Chulalongkorn University Audit Experiences : GMM Grammy Public Company Limited : Plan B Media Public Company Limitedin Media Company
3. Miss Manee Rattanabunnakit Certified Public Accountant (Thailand) No. 5313 Piosition : Audit Partner, EY Office Limited Audit Experience : 1994 - Present Education Background : Master’s degree in Accounting, Thammasat University : Bachelor’s degree in Accounting, Chulalongkorn University Audit Experiences : JKN Global Media Public Company Limited in Media Company : Advanced Information Technology Public Company Limited : Kantana Group Public Company Limited
The auditors from EY Office Limited are neither related nor have interest (excepet for providing accounting audit services) with MCOT and its subsidiaries, management, major shareholders or officials or any person related to them. Therefore, they are able to review and voice their opinion independently.
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Initials Details of Directors Appointed to Replace those Who Resigned prior to Completion of Tenure
(Document for Agenda 8)
Name-Surname : Mr.Phaiboon Siripanoosatien Age : 57 years Proposed Position : Independent Director Education Background : Master of Political Science (Politics and Government), Sukhothaithammathirat Open University : Bachelor of Engineering, Chulalongkorn University : Diploma, Nation Defence College, The National Defence Course
Present Position Board member / Management in Listed Company - The Stock Exchange of Thailand : Director, Finansia Syrus PCL. : Director, Amanah PCL. Board member / Management in Non - Listed Company - The Stock Exchange of Thailand : None
Work Experience : 2014-2018 Chairman of the Board and Director, Eastern Water Resources Development and Management PCL. (EASTWATER) : 2013-2018 Executive Director and Sub-Committee, Drive Performance Management Geo-Informatics and Space Technology Development Agency (GISTDA), Ministry of Science and Technology : 2014-2017 Director and Chairman of the Board, The Corporate Government and Social Responsibility Committee Certifications Thai Institute of Directors : Director Certificate Program Class 105/2008 Association (IOD) Other : Certificate Course For Executives, Capital Market Academy Class 3 : Directors Certificate Program, Australian Institute of Company Director (ACID) Specific knowledge and : Management and Business Administration (Organizational Management, expertis Risk Management, Business Management and Marketing and Sales) Economics, Finance and Banking (Finance) Strategic Development Plan Terms of Directorship at MCOT:
Agenda Period Resolution 1 November 26, 2020 – April 2022 The Board of Directors’ Meeting No. 17/2020 on November 26, 2020, to replace Mr.Marut Buranasetkul
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Family relationship with directors and executives : None 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 : Yes appointment 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 Yes No advisor 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 Yes No bankruptcy and incompetent or quasi-incompetent. 2. Having been sentenced by a final judgement of the Court to imprisonment except Yes No for 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 February 28, 2021
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Initials Details of Directors Appointed to Replace those Who Resigned prior to Completion of Tenure (Document for Agenda 8)
Name-Surname : Mr.Pravaid Audthasupapon Age : 63 years Proposed Position : Independent Director Education Background : Master of Law (Public Law), Thammasat University : Master of Education, Chulalongkorn University : Bachelor of Economics, Sukhothai Thammathirat University : Bachelor of Law, Thammasat University : Bachelor of Education, Srinakharinwirot Pathumwan 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 : Legal Advisor at National Health Security Office (NHSO)
Work Experience : 2017-2019 Director, Port Authority of Thailand (P.A.T) : 2015-2017 Permanent Law Councilor (Expert Level), Office of the Council of State
Certifications Thai Institute of Directors : None Association (IOD) Other : Senior Executive Law Program Class 5/2016
Specific knowledge and : Economics, Finance and Banking (Finance), Law (Business and Public) expertis
Terms of Directorship at MCOT : Agenda Period Resolution The Board of Directors’ Meeting No. 17/2020 on November 26, 1 November 26, 2020 – April 2022 2020, to replace Mr.Thanawat Sungthong
Family relationship with directors and executives : None 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 : Yes appointment 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
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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 Yes No advisor 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 Yes No bankruptcy and incompetent or quasi-incompetent. 2. Having been sentenced by a final judgement of the Court to imprisonment except Yes No for 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 February 28, 2021
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Initials Details of Directors Appointed to Replace those Who Resigned prior to Completion of Tenure
(Document for Agenda 8)
Name-Surname : Assistant Professor Prasert Akkharaprathomphong Age : 54 years Proposed Position : Independent Director Education Background : Master Degree in Administration Engineering, Keio University, Japan : Bachelor Degree Industrial Engineering, Chulalongkorn University
Present Position Board member / Management in Listed Company - The Stock Exchange of Thailand : Independent Director, Member of Audit Committee, Chairman of the Risk Management Committee at ATP30 Public Company Limited : Independent Member of the Risk Management Committee at Nok Airlines Public Company Limited Board member / Management in Non - Listed Company - The Stock Exchange of Thailand : Assistant Professor of Industrial Engineering Department, Faculty of Engineering, Chulalongkorn University : Independent Director of Chulalongkorn University Printing House : Independent Member of Risk Management and Government Committee at Chulalongkorn University
Work Experience : 1992-Present Assistant Professor of Industrial Engineering Department, Faculty of Engineering, Chulalongkorn University : 2012- 2018 Assistant to the President of Chulalongkorn University (Strategic planning Risk and quality management) : 2014-2016 Head of Industrial Engineering Department, Faculty of Engineering, Chulalongkorn University
Certifications Thai Institute of Directors : Director Accreditation Program (DAP) Class 171/2020 Association (IOD) Other : Certificate in Enterprise Risk Management (ERM)/ Business Continuity Management (BCM) : Certificate in Chulalongkorn University Executive Forum
Specific knowledge and : Administrative Management and Business Management Organizational expertis Management, Risk Management, Human Resource Management and Business Management) Strategic Development Plan (Strategic Planning and Security) Social (Good Governance and Social Responsibility)
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Terms of Directorship at MCOT:
Agenda Period Resolution
The Board of Directors’ Meeting No. 17/2020 on November 26, 1 November 26, 2020 – April 2021 2020, to replace Professor Parichart Sthapitanonda
Family relationship with directors and executives : None 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 : Yes appointment 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 Yes No bankruptcy and incompetent or quasi-incompetent. 2. Having been sentenced by a final judgement of the Court to imprisonment except Yes No for 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 February 28, 2021
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Opinions of Nomination Committee and Initial Details of Nominated Persons to be Elected as Directors to Replace Those Who Resigned prior to Completion of Tenure and Those Who Are Due to Retire by Rotation (Document for Agenda 8)
The Board of Directors of MCOT Plc. consists of 13 members. At the 2021 Annual General Meeting of Shareholders, the following 5 Directors retired by : 1) Asst. Prof. Kangwan Yodwisitsak Independent Director 2) Ms. Kornpranom Wongmongkol Director 3) Asst. Prof. Prasert Akkharaprathompong Independent Director 4) Mrs. Rachadaporn Rajchataewindra Independent Director (resigned on November 25, 2020) 5) Mr. Suwit Nakpeerayuth Independent Director (resigned on June 12, 2020)
The Board of Directors appointed the Nomination Committee to select persons with qualifications, knowledge, and experiences as well as relevant components best beneficial to the Company’s operations. The list of nominated persons was to be proposed to the Board of Directors before proposing to the 2021 Annual General Meeting of Shareholders, to be elected as Directors in replacement of those who were due to retire by rotation. MCOT invited, on the Company’s website, the shareholders to propose agenda items and nominate appropriate candidates to be elected the Company’s Directors, but no shareholders proposed any agenda items or nominated any appropriate candidates. Pursuant to Article 12/1 of the Standard Qualifications of Directors and State Enterprise Employees Act, requiring that no less than one-thirds of the total numbers of directors of a state–owned enterprise shall be selected from the Directors’Pool of state-owned enterprise prepared by the Ministry of Finance and the notification issued by the Securities and Exchange Commission and the Stock Exchange of Thailand No. Kor Lor Tor. Kor. (Wor) 30/2552 Re: The Number of Independent Directors, dated October 21, 2009, which stipulates that it is required that no less than one-thirds of the total numbers of directors be independent directors, therefore, in performing the aforementioned obligations, it is required that the Company’s Board of directors consist of 5 Directors to be selected from the Directors’ Pool of state-owned enterprise and 5 independent directors. 3 Directors are listed in the Directors’ Pool. At the moment, 4 out of 5 Independent Directors are due to retire by rotation, 3 of them are listed in the Director’s Pool. The Nomination Committee selected 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), which were necessary for performing duty and achieving goals, in line with strategy and corporate core competency, approved the following criteria to be used as guidelines for nominating Directors: 1. Possessing the qualifications and not having any characteristics prohibited by the following laws and regulations: - The Standard Qualifications of Directors and State Enterprise Employees - Public Limited Companies Act - Securities and Exchange Act - Regulations of MCOT 2. Possessing the qualifications that meet the Company’s requirements and are necessary for its business operations, the details of which are as follows:
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Specific Knowledge or Expertise Sector 1. Economic finance and banking finance organizational management risk management internal control 2. Management and business management human resource management business management marketing and sales media and multimedia business law 3. Law public law strategic planning 4. Strategic planning and development security 5. Telecommunication and information technology broadcasting and information technology accounting 6. Accounting accounting audit corporate governance 7. Social social and environmental responsibility
3. Other general qualifications: persons with caliber, skills, and experience that are necessary for the Company’s growth and development, and who fully contribute their physical strength, spirit and knowledge to the progress of the Company. 4. The nominees proposed for the appointment as Independent Director must possess the following qualifications: “Independent director” refers to a Director who possesses independence in expressing his/her opinion, and his/her qualifications are specified below. 1) holding shares not more than 0.5% of the issued and paid-up share capital in the parent company, subsidiaries, affiliates or juristic persons who may cause any conflict of interest. This includes shares held by his/her related persons under Section 258 of the Securities and Exchange Act; 2) not being involved in the management of the Company and not being an officer, employee, advisor with regular salary nor a person authorized to control the Company, any of its subsidiary, associated company, same-level subsidiary, or juristic person, which may have conflicts of interest, within the past 2 years prior to taking the office; 3) not being a person related by blood or registration under laws, such as father, mother, spouse, brother, sister or child including child’s spouse, with any executive, major shareholder, person with authorization or person who will be nominated as executive or person with authorization of the Company or its associated company; 4) having no business relations with the Company in terms of other professional services such as legal advisor, financial advisor, asset appraiser etc., covering all types of business transactions, such as normal business transaction, transactions relating to rental or lease of property, assets or services and offer or receipt of financial assistance; 5) not being Director appointed as the representative of the Company’s Director, major shareholder or shareholder who is related to the Company’s major shareholder; 6) not having other characteristics that impede the exercise of the right to freedom of opinion and expression; 7) being Director with qualifications as specified in No.1-6 who may be assigned by the Board of Directors to make decisions in the business operation of the Company, its subsidiary, associated company, same-level subsidiary company, or juristic person, which may have conflicts of interest, adopting collective decision making approach.
*The definition of an “Independent Director” as set forth by the Company is tighter than the minimum requirements as described in the notification of the Capital Market Supervisory Board Re: The Acquistion of Share in the Business, which stipulates that the minimum amount of shares held by an independent director shall not exceed 1% of the total number of shares eligible to vote for the Company, any of its subsidiary, associated
Page 57 of 91 company, or juristic person which may have conflicts of interest. MCOT Plc. sets out the minimum amount of shares to be held by the Company’s independent director which shall not exceed 0.5% of the issued and paid-up share capital in the parent company, subsidiaries, affiliates or juristic persons who may cause any conflict of interest, including those held by related persons under Section 258 of the Securities and Exchange Act, with reference to shareholding proportion as specified in the Act on Standards Qualifications for Directors and Employees of State Enterprises. After reviewing the required qualifications and composition of the Directors that had to meet the Company’s requirements and be relevant to its business operations, the Nomination Committee was of opinion that, due to an intense competition in the media industry and necessary actions to comply with all related rules and regulations of several regulatory agencies, the policy and direction of the Company as well as continuity must be in accordance with the current situation and relevant rules and regulations; therefore, it deems appropriate to propose the following persons who possess knowledge and expertise that meet the required qualifications as needed and necessary for the Company’s business (skill matrix) without prohibited characteristics as specified in the Company’s regulations and other relevant laws:
1. Asst. Prof. Kangwan Yodwisitsak, Independent Director: With skills and expertise in economics, finance, human resource management, marketing and sales and business management, Asst. Prof. Kangwan Yodwisitisak, was appointed as Independent Director, Chairman of the Audit Committee, Chairman of the Nomination Committee and Member of the Remuneration Committee. Currently, he is an assistant professor at the Faculty of Business Administration for Society, Srinakarinwirot University. His knowledge and experience was applied to oversee and give advice on the operations of MCOT Plc. for its utmost interest. Throughout his tenure, he performed his duties appropriately, and regularly attended the meetings.
2. Ms. Kornpranom Wongmongkol, Director: With skills and expertise in economics, finance, banking and law, Ms. Kornpranom was appointed as Director and Member of the Risk Management Committee. Currently, she is Risk Management Committee of Bangkok Commercial Asset Management Public Company Limited. She was also appointed First Senior Executive Vice President, Risk Management Group, Government Savings Bank (GSB). Her knowledge and experience was applied to oversee and give advice on the operations of MCOT Plc. for its utmost interest. Throughout her tenure, she performed her duties appropriately, and regularly attended the meetings.
3. Asst. Prof. Prasert Akkharaprathompong, Independent Director: With his skills and experiences in management, business administration, risk management, internal audit, and strategic and development plan, Asst. Prof. Prasert was appointed Independent Director, Member of the Nomination Committee, and Member of the Risk Management Committee. Currently, he is an assistant professor at Industrial Engineering Department, Faculty of Engineering, Chulalongkorn University. His knowledge and experience was applied to oversee and give advice on the operations of MCOT Plc. for its utmost interest. Throughout his tenure, he performed his duties appropriately, and regularly attended the meetings.
4. Mrs.Yanee Sangsrichun, Independent Director: With her skills and experiences in accounting, Mrs. Yanee Sangsrichun, a current retired government officer, was appointed Comptroller-General and Advisor to finance and monetary system development. Her knowledge and experience would be applied to oversee and give advice on the operations of MCOT Plc. for its utmost interest.
5. Pol.Lt.Gen.Sirichun Chunsangsawang: With her skills and experiences in accounting, finance and banking, Pol.Lt.Gen.Sirichun Chunsangsawang, a current retired government officer, was appointed Deputy Commander, Budget and Finance Office and Special Advisor of Royal Thai Police Her knowledge and experience would be applied to oversee and give advice on the operations of MCOT Plc. for its utmost interest.
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Persons in No. 1-3 are Directors who are nominated to be re-elect as Directors for another tenure. Person No. 4-5 are qualified persons who are nominated according to their knowledge and abilities that would benefit the Company’s operations in conformity with components of the Board of Directors.
MCOT Plc. carried out all procedures as specified in the Regulation of the Office of the Prime Minister regarding State Enterprise Policy Determination and Governance, B.E. 2557, and the guidelines for appointment of state enterprise directors in accordance with the resolution of the Council of Ministers on July 18, 2017.
The Meeting of the Board of Directors of MCOT Plc. No. 3/2021 on February 23, 2021 considered and was of opinion that all five nominees held complete qualifications in compliance with the Company’s regulations and related laws, and they had knowledge and caliber to move the Company’s business operations and development forward. The Meeting, therefore, approved to propose to the 2021 Annual General Meeting of Shareholders for approval. Directors having interest in this agenda were prohibited to cast votes.
Therefore, the Board of Directors passed the Resolution to propose to the 2021 Annual General Meeting of Shareholders for approval of the appointment of these five nominees as Directors.
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Profile of the Independent Director Retiring by Rotation and Being Re-Nominated for Directorship MCOT Public Company Limited (Document for Agenda 8)
Name-Surname : Assistant Professor Kangwan Yodwisitsak Age : 49 years Proposed Position : Independent Director Education Background : Doctor of Business Administration (DBA), The University of South Australia, Adelaide, Australia : Master of Business Administration (MBA) in Finance and Marketing, Sasin School of Management : Bachelor of Business Administration (BBA) in Marketing, Assumption 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 : Full-time Faculty Member, Faculty of Business Administration for Society, Srinakharinwirot University Work Experience : 2019-Present Full-time Faculty Member, Faculty of Business Administration for Society, Srinakharinwirot University : 2018- Present Sub-committee member of Human Resource Management and Organization Development, National innovation Authority : 2015-2019 Full-time Faculty Member in Business Administration, Mahidol University International College : 2015-2018 Associate Dean of International Affairs and Networking, Mahidol University International College Certifications Thai Institute of Directors Association (IOD) : None Others : None
Specific knowledge and expertis : Organizational Management and Business Management (Marketing, Human Resource Management, Mass Communication and Multimedia) Strategic Development Plan (Strategic Management) Economics, Finance and Banking (Finance)
Terms of Directorship at MCOT : Term of Agenda Period Resolution Directiorship The Board of Directors’ Meeting No. 10/2020 1 August 7, 2020 – April 2021 8 Months on August 7, 2020
Meeting Attendances : Meeting 2020 1. Board of Directors 7/8 (87.5%) 2. Shareholder - 3. Audit Committee 4/4 (100%)
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Family relationship with directors and executives : None 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 : Yes appointment 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 Yes No advisor 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 Yes No bankruptcy and incompetent or quasi-incompetent. 2. Having been sentenced by a final judgement of the Court to imprisonment except Yes No for 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.
Director’s Vision The challenges of organizational management are to sustainably operate business while keeping pace with changes in the digital technology era, create valuable returns and achieve corporate objectives, in adherence with good corporate governance principles.
As of February 28, 2021
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Profile of the Independent Director Retiring by Rotation and Being Re-Nominated for Directorship MCOT Public Company Limited (Document for Agenda 8)
Name-Surname : Miss Kornpranom Wongmongkol Age : 61 years Proposed Position : Director Education Background : Doctor of Philosophy (Public and Business Admin Jurisprudence), Sripatum University : Master of Arts in Education (Instructional Technology), Southeast Missouri State University, USA : Master Business Administration (International Business), UTCC, Bangkok : Bachelor of Education degree, Chulalongkorn University
Present Position Board member / Management in Listed Company - The Stock Exchange of Thailand : Risk Management Committee, Bangkok Commercial Asset Management Public Company Limited Board member / Management in Non - Listed Company - The Stock Exchange of Thailand : None
Work Experience : 2018-2019 First Senior Executive Vice President, GSB : 2016-2018 Senior Executive Vice President, GSB, in Risk Management, in Credit : 2012-2016 Senior Executive Vice President, GSB, in operation Support
Certifications Thai Institute of Directors : Corporate Govenance for Capital Market Intermedlaries (CGI) Class 16/2016 Association (IOD) : Monitoring of the Quality of Financial Reporting (MFR) Class 6/2008 : Monitoring the System of Internat Control and Risk Management (MIR) Class 3/ 2008 : Monitoring the Internal Audit Function (MIA) Class 3/2008 : Direct-or Certification Program (DCP) Class 85/2007 Other : The Analysis & Valuation of Mortagae-Back Securities, Value Vision, National Institute of Development Administration
Specific knowledge and : Economics, Finance and Banking (Finance and Banking) Administrative expertis Management and Business Management (Organizational Management, Risk Management and Business Management) Business Law, Strategic Development Plan
Terms of Directorship at MCOT
Term of Agenda Period Resolution Directiorship The Board of Directors’ Meeting No. 10/2020 1 August 7, 2020 – April 2021 8 Months on August 7, 2020
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Meeting Attendances : Meeting 2020 1. Board of Directors 8/8 (100%) 2. Shareholder - 3. Risk Management Committee 4/4 (100%)
Family relationship with directors and executives : None 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 : Yes appointment 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
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 property Yes No due to irregular wealth or tremendous increase of asset.
Director’s Vision To maintain and develop in 3 principle dimensions (3P’s) as follows: 1. People : an employee of innovation, honesty and neutrality 2. Product : the Company’s products will be in Top 3 places (in terms of ratings), timely and easily accessible for audiences of all ages and genders. 3. Process : Company’s working process must reduce costs, faster, “lean and effective” to be a sustainable and profitable organization which supports shareholders and stakeholders.
As of February 28, 2021
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Profile of the Independent Director Retiring by Rotation and Being Re-Nominated for Directorship MCOT Public Company Limited (Document for Agenda 8)
Name-Surname : Assistant Professor Prasert Akkharaprathomphong Age : 54 years Proposed Position : Independent Director Education Background : Master Degree in Administration Engineering, Keio University, Japan : Bachelor Degree Industrial Engineering, Chulalongkorn University
Present Position Board member / Management in Listed Company - The Stock Exchange of Thailand : Independent Director, Member of Audit Committee, Chairman of the Risk Management Committee at ATP30 Public Company Limited : Independent Member of the Risk Management Committee at Nok Airlines Public Company Limited Board member / Management in Non - Listed Company - The Stock Exchange of Thailand : Assistant Professor of Industrial Engineering Department, Faculty of Engineering, Chulalongkorn University : Independent Director of Chulalongkorn University Printing House : Independent Member of Risk Management and Government Committee at Chulalongkorn University
Work Experience : 1992-Present Assistant Professor of Industrial Engineering Department, Faculty of Engineering, Chulalongkorn University : 2012- 2018 Assistant to the President of Chulalongkorn University (Strategic planning Risk and quality management) : 2014-2016 Head of Industrial Engineering Department, Faculty of Engineering, Chulalongkorn University Certifications Thai Institute of Directors : Director Accreditation Program (DAP) Class 171/2020 Association (IOD) Other : Certificate in Enterprise Risk Management (ERM)/ Business Continuity Management (BCM) : Certificate in Chulalongkorn University Executive Forum
Specific knowledge and : Administrative Management and Business ManagementOrganizational Expertis Management, Risk Management, Human Resource Management and Business Management) Strategic Development Plan (Strategic Planning and Security) Social (Good Governance and Social Responsibility)
Terms of Directorship at MCOT Term of Agenda Period Resolution Directiorship
The Board of Directors’ Meeting No. 1 November 26, 2020 – April 2021 5 Months 17/2020 on November 26, 2020
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Meeting Attendances Meeting 2020 1. Board of Directors 1/1 (100%) 2. Shareholder - 3. Nomination Committee -
Family relationship with directors and executives : None 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 : Yes appointment 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 Yes No bankruptcy and incompetent or quasi-incompetent. 2. Having been sentenced by a final judgement of the Court to imprisonment except Yes No for 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.
Director’s Vision To regulate policies and strategies in transforming the organization to be more flexible and adaptive to changing media business in the digital disruption era, in order to achieve 3 significant goals as follows: 1. Financial Stability : Controlling expenses and generating new sources of income from new business with the principle of good governance and risk management. 2. Creating new, creative and quality content, platforms and services using digital media technology and innovations, to meet the changing needs of society, partners, and consumers (Single Content Multiple Platforms) 3. Establishing corporate culture which facilitates agile work, focusing on teamwork, developing and improving skills and capability of all team members and striving, to achieve the goals, transform the company and create a new corporate image. As of February 28, 2021
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Profile of the Indepentdent Director Nominee for MCOT Public Company Limited (Document for Agenda 8)
Name-Surname : Mrs.Yanee Sangsrichun Age : 61 years Proposed Position : Independent Director Education Background : Master of Business Administration, Maejo University : Bachelor of Accountancy, 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 : 2020 Inspector General Ministry of Finance : 2019 Advisor of Fiscal and Financial System Development The Comptroller General’s Department : 2017 Deputy of Comptroller General : 2016 Director of Government Fiscal Management Information System The Comptroller General’s Department : 2015 Director of Public Sector Receipt and Disbursement Administration The Comptroller General Department
Certifications Thai Institute of Directors : Director Certification Program (DCP) Class 258/2018 Association (IOD) Other : None
Specific knowledge and expertis : Finance and Fiscal Management Government Procurement
Family relationship with directors and executives : None 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 : Yes appointment 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)
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Relationship Qualifications 1. Being a director who has been involved in management, an official, a staff or an Yes No advisor who has received the salary. 2. Having business relationship with the Company by way of providing any Yes No professional 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 Yes No bankruptcy and incompetent or quasi-incompetent. 2. Having been sentenced by a final judgement of the Court to imprisonment Yes No except for 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.
Director’s Vision To enable the Company to become the trusted media leader using modern technology which increases competitiveness in line with the new normal standard
As of February 28, 2021
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Profile of the Indepentdent Director Nominee
for MCOT Public Company Limited (Document for Agenda 8)
Name-Surname : Pol.Lt.Gen.Sirichun Chunsangsawang Age : 62 years Proposed Position : Independent Director Education Background : Doctor of Philosophy (Development Management), Suan Sunantha Rajabhat University : Master of Art (Administration and Social development), Kasetsart University : Bachelor of Laws, Sukhothai Thammathirat Open University : Bachelor of Business Administration (Accounting), Ramkhamhaeng University : Bachelor of Business Administration (Finance and Banking), 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 : 2019 Advisor on Corporate Governance Development and Promotion, Social Security Office : 2018 Special expert of Royal Thai Police : 2015 Deputy Commissioner of Office of Budget and Finance, Royal Thai Police
Certifications Thai Institute of Directors : None Association (IOD) Other : None
Specific knowledge and : Finance and Public Administration expertis
Family relationship with directors and executives : None 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 : Yes appointment 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
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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 Yes No advisor 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 Yes No bankruptcy and incompetent or quasi-incompetent. 2. Having been sentenced by a final judgement of the Court to imprisonment except Yes No for 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.
Director’s Vision The challenges of organizational management are to sustainably operate business while keeping pace with changes in the digital technology era, create valuable returns and achieve corporate objectives, in adherence with good corporate governance principles.
As of February 28, 2021
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Proxy Form
Proxy Assignment
If a shareholder cannot attend the 2021 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.
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Curriculum Vite of the Independent Director who are acting as shareholder proxy
Name-Surname Mr. Phaiboon Siripanoosatien Age 57 years Address MCOT Public Company Limited 63/1 Rama IX Road, Huay Kwang Bangkok 10310 Current Position Independent Director/ Member of Audit Committee Education : Master of Political Science (Politics and Government), Sukhothaithammathirat Open University : Bachelor of Engineering, Chulalongkorn University : Diploma, Nation Defence College, The National Defence Course Work Experience Listed companies : Director, Finansia Syrus PCL. : Director, Amanah PCL.
Companies /Other : None companies Conflict in Item : Not having conflict of interest in any agenda proposed to this Annual General Meeting of Shareholders
Curriculum Vite of the Independent Director who are acting as
shareholder proxy
Name-Surname Mr. Praviad Audthasupapon Age 63 years Address MCOT Public Company Limited 63/1 Rama IX Road, Huay Kwang Bangkok 10310 Current Position Independent Director/ Member of Audit Committee Education : Master of Law (Public Law), Thammasat University : Master of Education, Chulalongkorn University : Bachelor of Economics, Sukhothai Thammathirat University : Bachelor of Law, Thammasat University : Bachelor of Education, Srinakharinwirot Pathumwan University Work Experience Listed companies : None Companies /Other : Legal Advisor at National Health Security Office (NHSO) companies 1 Place Conflict in Item : Not having conflict of interest in any agenda proposed to this Annual General Meeting of Shareholders
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Duty Stamp 20 Baht Proxy Form (A)
Made at ………………………………………..... 1) I/We …………………………………………Nationality ………………………………………………… Residing at………………………………Road………….……..….…....Sub-district…………………...... District …………………………… Province …………………….Postal Code………....……………...... 2) As a shareholder of MCOT Public Company Limited, holding a total amount of ………………… shares 3) hereby appoint (1) Name…………………………………………………………… Age …………...... …… Residing at No.……………..……..Road …………………...…………Sub district ……….……….… District ……………………….…….Province……………………….……Postal Code………………or (2) Name…………………………………………………………….. Age ………………...... … Residing at No.……………..……..Road ………………………...…Sub district ……….………….… District …………………………….Province……………………….……Postal Code………………or (3) Name…………………………………………………………… Age …………...... …..… Residing at No.……………..…….. Road ………………………… Sub-district ……….…………….. District …………………………….Province……………………….……Postal Code…………………. or the Independent Director/ Member of the Audit Mr.Phaiboon Siripanoosatien age 57 or Committee Mr.Pravaid Audthasupapon age 63
Residing at No. 63/1 Road Rama 9 Sub-district Huay Kwang District Huay Kwang Province Bangkok Postal Code 10310 Only one of above is assigned as my/our proxy to attend and vote in the 2021 Annual General Meeting of Shareholders on Thursday, April 22, 2021 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 or at any adjournment thereof to any other date, time and venue. Any act (s) undertaken by the Proxy at such meeting shall be deemed as my/our own act (s) in every respect.
Signed …………………………………….Grantor (…………………………..…………) Signed …………………………………...... Proxy (…………………………..…………) Signed …………………………………...... Proxy (…………………………..…………) Signed …………………………………...... Proxy (…………………………..…………) Date ………../…………/……………
Remarks: 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 proxy.
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Duty Stamp 20 Baht Proxy Form (B)
Made at ……………………………………. Date ………… Month…………… Year …...... 1) I/We ……………………………………………………Nationality ……………………………… Residing at……………………..… Road………………………………… Sub-district ……………...……… District …………………………………… Province ……………………… Postal Code …………………… 2) as a shareholder of MCOT Public Company Limited, holding a total amount of …………………………….……….…………. shares, and is entitled to cast…………………………………………………...votes Ordinary share ...... shares and is entitled to cast...... votes Preferred share...... shares and is entitled to cast...... votes 3) hereby appoint (1)Name………………………………..…………………………………..…………Age……………...…… Residing at No.…………….…… ………Road ……………………Sub district………………..…………… District ……………………… Province………………………………Postal Code…………………………or (2) Name………………………………..…………………………………..…………Age……………...…… Residing at No.…………….…… ………Road ……………………Sub district………………..…………… District ……………………… Province………………………………Postal Code…………………………or (3)Name………………………………..…………………………………..…………Age……………...…… Residing at No.…………….…… ………Road ……………………Sub district………………..…………… District ……………………… Province………………………………Postal Code………………………… or the Independent Director/ Member of the Audit Mr.Phaiboon Siripanoosatien age 57 or Committee Mr.Pravaid Audthasupapon age 63 Residing at No. 63/1 Road Rama 9 Sub-district Huay Kwang District Huay Kwang Province Bangkok Postal Code 10310 Only one of above is assigned as my/our proxy to attend and vote in the 2021 Annual General Meeting of Shareholders on Thursday, April 22, 2021 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 or at any adjournment thereof to any other date, time and venue. 4) I/We, hereby authorize the Proxy to vote on my/our behalf in this meeting as follows: Agenda 1 : Report by the Chairman (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
Agenda 2 : To approve the Minutes of the 2020 Annual General Meeting of Shareholders held on Thursday, April 29, 2020 (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
Agenda 3 : To acknowledge the report on the Company’s 2020 operating results (the period between January 1 – December 31, 2020) (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
Agenda 4 : To approve the Company’s financial statements and income statement for the year ended December 31, 2020 (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
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Agenda 5 : To approve the omission of dividend payment for the year of 2020 (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
Agenda 6 : To approve directors’ remuneration (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
Agenda 7 : To approve the appointment of the Auditor and the determination of audit fee for the year of 2021 (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
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 (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
The appointment of the whole Board of Directors Approve Not approve Abstain The appointment of individual Directors 1. Asst.Prof. Kangwan Yodwisitsak Approve Not approve Abstain 2. Miss Kornpranom Wongmongkol Approve Not approve Abstain 3. Asst.Prof. Prasert Akkharaprathomphong Approve Not approve Abstain 4. Mrs. Yanee Sangsrichun Approve Not approve Abstain 5. Pol.Lt.Gen.Sirichun Chunsangsawang Approve Not approve Abstain
Agenda 9 : Others (if any) (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
5) 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. 6) 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.
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Any act (s) undertaken by the Proxy at such meeting shall be deemed as my/our own act (s) in every respect.
Signed…………………………………..……Grantor (………………………………………)
Signed …………………………………...... Proxy (………………………………………)
Signed …………………………………...... Proxy (………………………………………)
Signed …………………………………...... Proxy (………………………………………)
Date ………../…………/……………
Remarks a. 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. b. In agenda regarding the appointment of new directors, the appointment can be made for all directors or for individual director c. 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.
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Annex to the Form of Proxy (Form B) Grant of proxy as a shareholder of MCOT Plc. At the 2021 Annual General Meeting of Shareholders on Thursday, April 22, 2021 at 13.30 hours at the Auditorium Room C Asean, 10th Floor, CW Tower, 90 Ratchadaphisek Road, HuayKwang Sub-district, HuayKwang District, Bangkok 10310 / or at any adjournment thereof to any other date, time and venue.
Agenda...... Subject …...... a. The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. b. The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
Agenda...... Subject …...... a. The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. b. The proxy may consider the matters and vote on my/our behalf as follows; Approve Not approve Abstain
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 (continued) 1. Name ...... Approve Not approve Abstain
2. Name...... Approve Not approve Abstain
3. Name...... Approve Not approve Abstain
4. Name...... Approve Not approve Abstain
5. Name...... Approve Not approve Abstain
I hereby certify that all details in this Annex to the form of proxy are true and correct in every respect
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Duty Stamp 20 Baht Proxy Form C (for foreign shareholders who authorize the Custodian in Thailand.) Made at ……………..………………… /Date……… Month ……..…..…… Year ……...… 1) I/We ……………………………………………….……………/Nationality……………………… Residing at…………………………….…Road……………..…………Sub district ………...…….…..…… District……………………….… Province …………………………………Postal Code…….……………… As the Custodian of (Please specify the fund name / Shareholder name)...... holding a total amount of …………………………shares, and is entitled to cast..…………….… …….. votes Ordinary share...... shares, and is entitled to cast...... votes Preferred share...... shares, and is entitled to cast...... votes 2) hereby appoint (1)Name………………………………..…………………………………..…………Age……………...…… Residing at No.…………….…… ………Road ……………………Sub district………………..…………… District ……………………… Province………………………………Postal Code…………………………or (2)Name………………………………..…………………………………..…………Age……………...…… Residing at No.…………….…… ………Road ……………………Sub district………………..…………… District ……………………… Province………………………………Postal Code…………………………or (3)Name………………………………..…………………………………..…………Age……………...…… Residing at No.…………….…… ………Road ……………………Sub district………………..…………… District ……………………… Province………………………………Postal Code………………………… or the Independent Director/ Member of the Audit Mr.Phaiboon Siripanoosatien age 57 or Committee Mr.Pravaid Audthasupapon age 63 Residing at No. 63/1 Road Rama 9 Sub-district Huay Kwang District Huay Kwang Province Bangkok Postal Code 10310 Only one of above is assigned as my/our proxy to attend and vote in the 2021 Annual General Meeting of Shareholders on Thursday, April 22, 2021 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 or at any adjournment thereof to any other date, time and venue. 3) The number of votes for which I/We authorize the Proxy to vote in this meeting is To authorize the Proxy to cast the votes pursuant to the total number of shares To authorize the Proxy to cast the votes less than the total number of shares Ordinary share...... shares, and is entitled to cast...... votes Preference Share...... shares, and is entitled to cast...... votes Total...... votes 4) I/We, hereby authorize the Proxy to vote on my/our behalf in this meeting as follows: Agenda 1 : Report by the Chairman (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve……………vote(s) Not approve…….....… vote(s) Abstain……………vote(s)
Agenda 2 : To approve the Minutes of the 2020 Annual General Meeting of Shareholders held on Wednesday, July 29, 2020 (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve……………vote(s) Not approve…….....… vote(s) Abstain……………vote(s)
Agenda 3 : To acknowledge the report on the Company’s 2020 operating results (the period between January 1 – December 31, 2020) (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve……………vote(s) Not approve…….....… vote(s) Abstain……………vote(s)
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Agenda 4 : To approve the Company’s financial statements and income statement for the year ended December 31, 2020 (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve……………vote(s) Not approve…….....… vote(s) Abstain……………vote(s)
Agenda 5 : To approve the omission of dividend payment for the year of 2020 (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve…………vote(s) Not approve…….....… vote(s) Abstain……………vote(s)
Agenda 6 : To approve directors’ remuneration (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve…………vote(s) Not approve…….....… vote(s) Abstain……………vote(s)
Agenda 7 : To approve the appointment of the Auditor and the determination of audit fee for the year of 2020 (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve…………vote(s) Not approve…….....… vote(s) Abstain……………vote(s)
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 (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; The appointment of individual Directors 1. Asst.Prof. Kangwan Yodwisitsak Approve Not approve Abstain 2. Miss Kornpranom Wongmongkol Approve Not approve Abstain 3. Asst.Prof. Prasert Akkharaprathomphong Approve Not approve Abstain 4. Mrs. Yanee Sangsrichun Approve Not approve Abstain 5. Pol.Lt.Gen.Sirichun Chunsangsawang Approve Not approve Abstain
Agenda 9 : Others (if any) (a) The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. (b) The proxy may consider the matters and vote on my/our behalf as follows; Approve…………vote(s) Not approve…….....… vote(s) Abstain……………vote(s)
5) 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. 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.
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Any act (s) undertaken by the Proxy at such meeting shall be deemed as my/our own act (s) in every respect.
Signed ………………………..……………… Grantor (……………………………………) Signed …………………………………...... Proxy (……………………………………) Signed …………………………………...... Proxy (……………………………………) Signed …………………………………...... Proxy (……………………………………) Date ………../…………/……………
Remarks: 1. Only foreign shareholders as registered in the registration book who authorize the Custodian in Thailand use the Proxy from C 2. Evidences to be enclosed with the proxy form are: (1) Letter of attorney form shareholder authorizes a custodian to sign the Proxy Form on behalf of the shareholder (2) Letter of certification to certify that the signer in the Proxy Form have a permit to act as a Custodian 3. 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. In agenda regarding the appointment of new directors, the appointment can be made for all directors or for individual director 5. 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.
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Annex to the Form of Proxy (Form C) Grant of proxy as a shareholder of MCOT Plc. At the 2021 Annual General Meeting of Shareholders on Thursday, April 22, 2021 at 13.30 hours at the Auditorium Room C Asean, 10th Floor, CW Tower, 90 Ratchadaphisek Road, HuayKwang Sub-district, HuayKwang District, Bangkok 10310 / or at any adjournment thereof to any other date, time and venue.
Agenda...... Subject …...... a. The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. b. The proxy may consider the matters and vote on my/our behalf as follows; Approve…………vote(s) Not approve…….....… vote(s) Abstain……………vote(s)
Agenda...... Subject …...... a. The proxy may consider the matters and vote on my/our behalf as the proxy deems appropriate in all respects. b. The proxy may consider the matters and vote on my/our behalf as follows; Approve…………vote(s) Not approve…….....… vote(s) Abstain……………vote(s)
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 (continued)
1. Name ...... Approve…………vote(s) Not approve…….....… vote(s) Abstain…….....… vote(s)
2. Name...... Approve…………vote(s) Not approve…….....… vote(s) Abstain…….....… vote(s)
3. Name...... Approve…………vote(s) Not approve…….....… vote(s) Abstain…….....… vote(s)
4. Name...... Approve…………vote(s) Not approve…….....… vote(s) Abstain…….....… vote(s)
5. Name...... Approve…………vote(s) Not approve…….....… vote(s) Abstain…….....… vote(s)
I hereby certify that all details in this Annex to the form of proxy are true and correct in every respect
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Terms, Criteria and Procedures for Meeting Attendance
1. In case the shareholder attends the Meeting in person - Complete and sign in Registration Form - Thai Shareholders: Present a valid government-issued docuement with photo, for examples; ID card, government official ID card, driving license or passport, at the registration point. - Foreign Shareholders: Present a 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 agenda item 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 is Thai citizen: 1) Registration form 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 official ID card signed and certified as a true copy by a shareholder. 4) A copy of ID card or government official ID card signed and certified as a true copy by a proxy.
In case a shareholder is a foreigner: 1) Registration form (Enclosure 13) 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 is a juristic person: - Thai juristic person: 1) Registration form 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 certificate issued by the Ministry of Commerce or an authorized agency, with less than 1 year validity, signed and certified as a true copy by an authorized person of the company and a proxy form (if applicable) stating that the signing person has an authorization to act on behalf of the shareholder who is a juristic person.
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4) A copy of ID card or government official 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.
- Non-Thai juristic person who is a foreign investor and appoints a custodian in Thailand as a share depositary: 1) Registration form 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. 3) A copy of jusristic 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 official ID card signed and certified as a true copy by an authorized person of a custodian 5) A copy of ID card or government offical 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. Mr.Phaiboon Siripanoosatien, Member of the Audit Committee, 2. Mr.Pravaid Audthasupapon, Member of the Audit Committee, MCOT Plc.
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 Secretary Department, MCOT Plc. 63/1 Rama IX Road, Huay kwang Bangkok 10310
● To register, a proxy must show his/her ID card or government official ID card or passport (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.
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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. by using the barcode system. To speed up the process, shareholders and / or proxies are recommended to present the registration form (Enclosure 12) at the registration point on the Meeting day.
Attending the Meeting in person - Present a registration form on which a barcode is affixed as well as required documents to staff at the 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. - 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. 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 temporarily 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.
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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 casted 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.
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Regulations on Shareholder Meeting and 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 organizing the meeting and 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 (as specified in Article 26), the shareholders under the second paragraph shall be jointly responsible for any expenses incurring from organizing 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 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 behaves. 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 has passed 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.
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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 Meeting Chairman shall give the casting vote.
No.30 The decision-making on the following matters requires not less than three-fourth 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 close down (7) To trade or transfer the corporate businesses to other 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.
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Question Submission prior to 2021 Annual General Meeting of Shareholders
Realizing the importance of the shareholders as well as the promotion of the principles of corporate governance, MCOT Plc. 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 2021 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 2021 Annual General Meeting of Shareholders . To acknowledge the report on the Company’s 2020 operating results (period between January 1 - December 31, 2020) . To approve the Company’s financial statements and income statement for the year ended December 31, 2020 . To approve the 2020 omission of dividend payment . To approve the appointment of the Auditor and fixing of audit fee for the year of 2021, and payment of audit fee to the Auditor for the year of 2021 . To approve directors’ remuneration . 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 web site: 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. Inquiry Submission Period Inquiry submission period has been scheduled between March 23 – April 7, 2021.
5. Answering inquiries submitted in advance of the 2020 Annual General Meeting of Shareholders MCOT Plc. will answer inquiries submitted before the 2021 Annual General Meeting of Shareholders via e-mails, facsimile and other channels as appropriate to allow other shareholders to equally receive information.
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Question Submission prior to 2021 Annual General Meeting of Shareholders Please return the completed form to: 1) The Company’s web site: 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 2021 Annual
General Meeting of Shareholders:…………………………………………………………...…….……
……………………………………………………………………………………………......
…………………………………………………………………………………………………….……..
…………………………………………………………………………………………………….……..
…………………………………………………………………………………………………………...
…………………………………………………………………………………………………………...
Inquiry submission period has been scheduled between March 23 – April 7, 2021.
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Request Form (for receiving Auditor’s report and the 2020 Annual Report) Please return the completed form by fax +66 (0) 2245 1854 or post to Corporate Secretary Department, MCOT Public Company Limited, 63/ 1 Rama IX Road, Huaykwang, Bangkok 10310 (stating “Inquiry Submission in Advance” at a corner of an envelop)
To Corporate Secretary Department
Name……………………………………………………………………………………………………….…... residing at ………………………………………………………………………………………………………
……………………………………………………………………………………………………………..……
……………………………………………………………………………………………………………..…...
……………………………………………………………………………………………………….….……...
…………………………………………………………………………………………………….……….…...
…………………………………………………………………………………………………….……….…...
Telephone……………………………………………………………………………………….……….…….
I would like to receive the following document(s) in the form of printed book(s).
The 2020 Annual Report
The 2020 Financial Statements for the Year ended December 31, 2020
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