Resolution Board of Director's meeting connected transaction

02 Oct 2006
ACC.006/2549 September 29, 2006 President The Stock Exchange of Thailand 62 Rachadapisek, Klongtoey Bangkok 10110 Subject: Inform the connected transaction between the Company and Landy Development Co., Ltd. The Board of Directors of Master Ad Public Co., Ltd. in their 4/2006 meeting on September 29, 2006 resolved to reveal details of the office space rent from Landy Development Co., Ltd., considered related transactions as follows: 1. The date on which the transaction occurred: March 1, 2006 2. The parties involved: Renter: Master Ad Public Co., Ltd. Rentee: Landy Development Co., Ltd. 3. General features of the transaction Master Ad has rent office space and services from Landy Development Co., Ltd. as follows: 3.1 Office space at Landy-Master Building, No. 24/10, Floors 3-6A, Soi Lat Phrao 19, Lat Phrao Road, Chomphon Sub-district, Chatuchak District, Bangkok 10900 totaling 982.33 square meters at the monthly rent of Bt80/square meter and service fee of Bt20/square meter. 3.2 Office space in Building 2, No. 1, Soi Lat Phrao 19, Lat Phrao Road, Chomphon Sub-district, Chatuchak District, Bangkok 10900, on Floors 4-6, totaling 2,550.24 square meters at the monthly rent of Bt120/square meter and service fee of Bt270/square meter. 3.3 The lease period is 3 years from March 1, 2006 to March 1, 2009. 4. Value of the transactions: The value of the transactions for the 3 years period: Space rent and service fees at Landy-Master Building, Bt 3,536,388.00, Space rent and service fees at Building 2, Bt 35,805,369.60, Total value of the two transactions, Bt 39,341,757.60 Terms of payment: once a month at Bt 1,092,826.60/month. 5. Size of the transactions The said transactions are considered related lease of real estate not more than 3 years. The size of the transaction is considered large, valued more than Bt20 million or 3% of the book value of the net tangible assets. Master Ads Board of Directors approved the transactions shown in the minutes of 2/2006 Board meeting on May 10, 2006 and resolved to reveal such data to the Stock Exchange of Thailand in the 4/2006 Board meeting on September 28, 2006. 6. The details of the connected persons and of related persons involved: The structure of shareholders in Landy Development Co., Ltd. Master Ad Public Company Limited 48.87 % Landy Home (Thailand) Co., Ltd. 37.98 % Dai I-Chi Corporation Public Company Limited 13.15 % Three directors of Master Ad Plc. Mr.Noppadon Tansalarak, Mr.Phiched Maneerattanaporn and Mr.Tawat Meeprasertskul are the major shareholders holding shares in Master Ad Plc. 17.64% 16.66% and 16.66% respectively. The connected transactions are as follow; a) Mr.Noppadon Tansalarak, Mr.Phiched Maneerattanaporn and Mr.Tawat Meeprasertskul are the major shareholders holding shares in Landy Home (Thailand) Co.,Ltd. 6.79%,27.63% and 27.63% respectively b) Mr.Phiched Maneerattanaporn and Mr.Tawat Meeprasertskul are director in Landy Home (Thailand)Co.,Ltd. , c) Mr.Noppadon Tansalarak, Mr.Phiched Maneerattanaporn and Mr.Tawat Meeprasertskul are the major shareholders holding shares in D-Corp Group 10%,42.49% and 42.49% respectively, (D-Corp Group are the major shareholders holding shares in Dai-Ichi Corporation Public Company Limited 63.98%) d) Mr.Noppadon Tansalarak, Mr.Phiched Maneerattanaporn and Mr.Tawat Meeprasertskul are director in Dai I-Chi Corporation Public Company Limited. e) Mr.Phiched Maneerattanaporn and Mr.Tawat Meeprasertskul are director in D-Corp Group. 7. Three Directors who have interest in the transactions are not present in the meeting. 8. Board of Directors Opinions MACO's Board of Directors had consented the management report regarding additional office space rental contract with Landy Development Co.,Ltd. upon the 2nd meeting, dated 10th May, 2006. The main reasons are MACO has been growing rapidly and its exiting office space was unable to serve its expanding operational employees and equipments.The Boards have also considered that the additional office building 2 rental fee of Landy Development Co.,Ltd. is relatively reasonable since space rental fee of surrounding buildings was investigated and compared ranging around 140-150 Baht/sq.m/month and service fee approximately 200-250 Baht/sq.m/month Thus, contracted rental fee and service fee signed with Landy Development Co.,Ltd. was legitimately acceptable.Moreover the location of both buildings are in the same block which could facilitate the communication/coordination between two buildings. Next to the BTS station and many bus routing lines will also serve the MACO's staffs well in term of traffic. Noppadon Tansalarak Director Phiched Maneerattanaporn Director