MCOT Public : Documents For The 2022 Annual General Meeting of Shareholders

MCOT Public Company Limited

Documents

For

The 2022 Annual General Meeting of Shareholders

Thursday, April 21, 2022

At 13.30 hrs.

Via Electronic Means (E-AGM)

according to the Emergency Decree on Electronic

Meetings B.E. 2020

Enclosure	Table of Contents	Page No.
1	Guidelines for attending of Electronic meeting by Inventech Connect	11-13
2	Copy of Minutes of 2021 Annual General Meeting of Shareholders Held on Friday, April 30, 2021 (Document for Agenda 2)	14-31
3	Annual Registration Statement Form 56-1 One Report (Document for Agenda 3)	32
4	Auditor's Report and Financial Statements of MCOT Plc. And Subsidiaries for Year Ended December 31, 2021 (QR Code) (Document for Agenda 4)	33-39
5	Details of Remuneration of Company's Directors Agenda 6) (Documentfor	40-45
6	Curriculum Vitae of Auditors (Document for Agenda 7)	46
7	Opinion of the Nomination Committee and profiles of persons nominated as directors retiring by rotation (Document for Agenda 8)	47-61
8	Comparison of amendments to the Articles of Association of MCOT Plc. (Document for Agenda 9)	62-64
9	Proxy Form A, B and C (Form B is recommended) and Curriculum Vitae of Independent Directors	65-78
10	Criteria and Procedures for Meeting Attendance and Appointment of Proxy via Electronic Means (E-AGM)	79-81
11	Regulations on Shareholders' Meeting and Voting Procedures	82-84
12	Privacy Notice for the Annual General Meeting of Shareholders for the Year 2022	85-87
13	Enquiry Submission prior to 2022 Annual General Meeting of Shareholders	88-89
14	Request Form (for receiving 2021 Financial Statements and Annual Registration Statement Form 56-1 One Report	90
15	Request Form Step for requesting Username & Password from via e-Request system	91

MCOT Public Company Limited 63/1 Rama IX Road, Huaykwang Bangkok 10310 Thailand

Phone	[phone]
Fax	[phone]
E-mail	[e-mail]

Ref: MCOT 6154/518

March 22, 2022

Subject:

To:Invitation to 2022 Annual General Meeting of Shareholders of MCOT Public Company Limited Shareholders

• 1. Guidelines for attending of Electronic meeting by Inventech Connect

• 2. Copy of Minutes of 2022 Annual General Meeting of Shareholders Held on Friday, April 30,

  2021

• 3. Annual Registration Statement Form 56-1 One Report (QR Code)

• 4. The Auditor's Report and Financial Statements of MCOT and its Subsidiaries for Year Ended December 31, 2021 (QR Code)

• 5. Details of Remuneration of Directors

• 6. Curriculum Vitae of Auditors

• 7. Opinion of the Nomination Committee and profiles of persons nominated as directors retiring by rotation

• 8. Comparison of amendments to the Articles of Association of MCOT Plc.

• 9. Proxy Form A, B and C (Form B is recommended) and Curriculum Vitae of Independent Directors

• 10. Criteria and Procedures and Proxy for meeting through electronic means.

• 11. Regulations on Shareholders' Meeting and Voting Procedures

• 12. Privacy Policy

• 13. Enquiry Submission prior to 2022 Annual General Meeting of Shareholders

• 14. Request Form (for receiving 2021 Financial Statements and Annual Registration Statement Form 56-1 One Report (printed form)

• 15. Conference Online Registration Form Template Inventech Connect

The Board of Directors of MCOT Public Company Limited (MCOT ) at the Meeting No. 4/2022, on February 28, 2022, has resolved to convene the 2022 Annual General Meeting of Shareholders on Thursday,

April 21, 2022 at 13.30 hrs. Live streaming at Broadcasting Room 5, Floor 1MCOT Broadcasting Operation Building MCOT Public Company Limited 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 Friday, April 30, 2021

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

Fact and reasons: : Annual General Meeting of Shareholders on Friday, April 30, 2021 Live streaming at Auditorium Floor 6 MCOT Broadcasting Operation Building MCOT Public Company Limited. The minutes of the 2020 Annual 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 2021 Annual General Meeting of Shareholders, held on Friday, April 30, 2021 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 2022 Annual General Meeting of Shareholders to certify the minutes of the 2021 Annual General Meeting of shareholders.

Agenda 3: Acknowledge 2021 operating performance of MCOT Plc. (January 1-December 31, 2021)

Fact and reasons: The meeting shall acknowledge the 2021 operating performance of MCOT Plc.

(Form 56-1 One Report) presented with QR Code. Details are as in the Attachment 3.

Opinion of the Board: Agree to submit to the general shareholders' meeting for acknowledgement of the company's 2021 operating performance report (Form 56-1 One Report) presented with QR Code.

Agenda 4: Consider and approve the financial positioning statement, and statement of income for the accounting period ending December 31, 2021

(Required vote: Majority votes of the shareholders attending the meeting and exercising their voting rights)

Fact and reasons: The financial positioning statement, statement of income for the accounting period ending December 31, 2021, which is audited by the auditor, EY Co., Ltd., and certified by the Audit Committee. The Board of Directors approved the financial statements for the accounting period ending December 31, 2021 in its meeting No. 4/2022 dated February 28, 2022, as appeared in the financial statements sent to the shareholders in the form of QR Code (as on page 33-39 of the document).

Opinion of the Board: Agree to submit to the general shareholders' meeting for approval of the financial positioning statements and statement of income for the accounting period ending December 31, 2021, which have already been audited by the auditor and reviewed by the Audit Committee.

Agenda 5: 2021 Dividend Payment

(Required vote: Majority votes of the shareholders attending the meeting and exercising their voting rights)

Fact and reasons: Article 66 in the Articles of Association: annual dividend payment can be made by resolution of the shareholders' meeting; and under the Article 68 of the Articles of Association, dividend payment from other source of income than profit cannot be made and the Company is prohibited from paying dividend while having accumulated loss

MCOT Plc.'s operating performance during the accounting period starting from January 1, 2021 to December 31, 2021, showed net profit of 164.27 million Baht. Net profit attributable to shareholders of the parent company was 165.24 million Baht or earning per share of 0.24 baht. Although MCOT Plc. reported profit in 2021, it is necessary for the company to seek more investment budget for the disbursement in 2022, and for the payment of FM frequency license. MCOT Plc. has won the bidding for 47 frequencies, totaling 543.73 million Baht. As a result, the company did not have sufficient cash to pay dividend in 2021.

Dividend payment policy: No less than 40% of the net profit after reserves, depending on the investment plan, necessity and other future circumstance as deemed appropriate.

Comparison of Dividend Payment

Details of Dividend Payment	Year 2020 (revise)	Year 2021
1. Profit (loss) of the parent company (million baht)	(1,807.40)	164.24
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)	-	-

Remarks: Since 2006, the company has fully allocated 10% of the registered capital for full reserves as required by laws.

Opinion of the Board: Agreed to submit the matter to the general shareholders' meeting to approve "No Dividend Payment". Although MCOT Plc.'s operating performance in 2021 was profitable, the company has

high expenses and did not have sufficient cash to pay dividend in 2021.

Agenda 6: Directors' remuneration

(Required votes : not less than two-thirds (2/3) of the total number of votes of the shareholders attending the meeting)

Fact and reasons:Clause 34 in the Articles of Association stated that "Decision on director's remuneration, in addition to that stated in this Articles of Association, shall follow the shareholders' meeting resolution