Notification of EJIP and set the date of EGM.No.1/2010

19 Jul 2010
IRS.008/53 July 16, 2010 Re: Notification of the Employee Joint Investment Program (EJIP) and set the date of Extraordinary General Meeting No.1/2010 Attn: President The Stock Exchange of Thailand Attachment: 1. Notification acquire more share of subsidiary Master Ad Public Company Limited (the "Company" or "MACO") would like to inform that the Company's Board of Directors' Meeting convened on July 16, 2010, passed the significant resolution as follow: 1. Approval of the Employee Joint Investment Program ("EJIP") in accordance with the Notification of the Office of the Securities and Exchange Commission No. SorJor. 12/2009, Re: the Preparation and Disclosure of Report on Securities Holding of Directors, Executives, and Auditors, dated June 10, 2009.EJIP is an investment program on accumulative buying of MACO shares on a periodic basis, serving as a mean of remuneration given to the employees of the Company and of its subsidiaries. The details of EJIP are as follows: (1) Companies entering into the program Master Ad Public Company Limited and its subsidiaries, collectively referred to as "MACO Group" (2) The period of EJIP Starting from July 19, 2010 to July 31, 2013, the total duration of 3 years. (3) Eligible participant under EJIP Section levels or above have been placed on the regular staff. The Company and its subsidiaries. It is the willingness of the people who are eligible to participate. The participants can be applied every 6 months. (4) EJIP arrangement MACO Group will deduct money from payroll of participants who join EJIP at the rate not exceeding 5% of the salary of each participant by a monthly basis and MACO Group will contribute 80% of such deducted amount and put into the fund till the end of the EJIP period. Phillip Securities Public Company Limited, a securities company as assigned by MACO Group to manage EJIP, will bring the said fund for buying MACO shares under the criterions,procedures and conditions as stipulated in the terms and conditions of EJIP to be approved by the Office of the Securities and Exchange Commission ("SEC"). (5) Conditions for securities holding Each EJIP participant has the right to sell MACO shares according to the conditions as follows: - When the project is 1 year of age can sell shares have 30% of the accumulated. - When the project is 2 years of age can sell shares, 60% of the accumulated. - When the project is 3 years of age can sell shares, 100% of the accumulated. The employee must be a member of the project until the project is due 3 years unless they resign from the company membership will terminate immediately. The Company will propose the terms and conditions of EJIP to the SEC for approval. 2. The Meeting considered and approved calling the Extraordinary General Meeting of shareholders No.1/2010 As a result of the Board of Directors has approved the purchase of shares in subsidiaries Master & More Co., Ltd. is entering the transaction will have acquired the assets of the company. Size of the list representing 19.66 percent of net basis. Constitutes the acquisition of assets held in the second item of the type announced by the Board of Governors of Thailand and disclosure practices of listed companies and / or its subsidiaries in the acquisition or disposition of assets, B.E. 2547. the company is responsible for shipping notification to shareholders within 21 days from the date of disclosure of such transactions on the Stock Exchange of Thailand, however, because items such as purchase or transfer of the business of other companies or private companies as of Company under Section 107 (2nd) (b) Public Limited Companies Act B.E. 2535 (as well as the amendment), which must be approved by the shareholders. Board of Directors has approved to offer these items to the shareholders for approval. The Extraordinary General Meeting of shareholders No.1/2010 On Tuesday August 24, 2010 at 14.00 p.m at Smile room 5th floor Mater Ad Public company limited No.1 4-6 floor soi ladprao 19, ladprao road,Chomphol Chatuchak Bangkok,10900 with the agenda as deatail below: Agenda 1 To certify the minutes of the Annual General Meeting of Shareholders for the year 2010. Agenda 2 To considered and approved the Company's acquisition of assets. Agenda 3 To consider other issue (if any). The Company will identity rightful shareholders who may attend EGM 1/2010 at the end of August 2nd,2010 (Record Date) and will aggregate rightful shareholders list under Section 225, Securities and Stock Exchange Act B.E.2535 by recording from closed share registration book on August 3rd, 2010. Please be kindly informed accordingly. Yours Sincerely, (Noppadon Tansalarak) Director (Phiched Maneerattanaporn) Director Notification acquire more share of subsidiary Master AD Plc. ("MACO" or the "Company") held a board of Director's meeting 3/2010 on Wednesday May, 26 2010 where a resolution is to Acquire more share of Master & More Co.,Ltd.(M&M) This translation is not Qualified as a connected transaction with following details; 1. The date on which the transaction occurred: within June 2010 to July 2010 2. The parties involved Name Relationship with the company Buyer : Master Ad.PLC - Seller : Clear Channel Pacific Pte. Ltd., - 3. The general characteristics of the transaction: Master & More Co., Ltd. has registered capital of 20,000,000 baht par value 10 baht per share and paid up share 100% then. The Company hold share amount 1,350,000 share or 67.50% Clear Channel Pacific Pte.Ltd., hold share amount 650,000 shares or equal 32.50 % for the business about advertising small format. Board of Directors has approved the company purchase common stock of Master & More Company amount 650,000 shares from Clear Channel pacific Pte. Ltd. or equal 32.50% So the company will hasall shares after purchase share is amount 2,000,000 shares of common shares or equal to 100%. 4. The details of the assets involved Securities 4.1 Securities: Master & More Co., Ltd. - Number of securities acquired : 650,000 Shares - Price per share : 1.53846 US$ (par value) or estimate to equal 50.26154 Baht Ref. exchange rate 32.67 Baht per 1 US$ (Source: SCB as of May 26,2010 However, the exact rate depends on the transaction. - Proportion of securities holding before : 67.5% - Proportion of securities holding after : 100 % 4.2 Financial data summary in brief as of 31/03/2010 Total Asset 174,631,700.00 Baht Total Liability 26,226,557.00 Baht Total Equity 148,405,143.00 Baht Paid up Capital 20,000,000.00 Baht Net Income 9,772,895.00 Baht 5. The total value of the consideration Amount 1 million US$ or estimate 32,670,000 baht. Paid by cash together with transferred the share 6. The value of the assets acquired : The purchase value of common stock of Master & More Co., ltd. amount 650,000 shares or equal 32.5 % of total share, 50.26154 baht per share or estimate total amount 32,670,000 baht or equal 19.66 % of base of net income which is the acquisition of assets classified as Category 2 list announced by the Board of The Stock Exchange of Thailand about disclosure practices of listed companies and / or its subsidiaries in the acquisition or disposal of assets, BE 2547. This process must provide to the Audit Committee of comments and sent circular to shareholders within 2 days. after disclosures to the Stock Exchange of Thailand . 7. Major Shareholder for M&M Name Number of shares(%) 1) Master Ad. PLC 67.50 2) Clear Channel Pacific Pte.Ltd., 32.50 Total 100.00 8. The details of the connected persons and of related person: This transaction is not qualified as a connected transaction. 9. Value Criteria By referenced from forecast of performance of Master & More co., ltd. and the negotiations of between buyers and sellers. 10. Purposes of The Investment To increase its potential of company into expand of area to the business and increase sources of income. 11. The benefit expected to be received: To increase the power to control in Master & More co., ltd. and Dividend increase. 12. The sources of funds : From MACO'S the operating cash flow 13. Comment of the Board of Director : Audit Committee .To comment that. The transactions discussed above. A reasonable list. And are beneficial to our business. Because of its Master Ad Co., Ltd. (Thailand) has acquired a 32.50 % share of the Master & More Co., Ltd. will increase revenues. Coupled with the ability of companies to buy, who has entitled to concession the government a lot of. Considers that to purchase time this can generate revenue and profits . To the continued growth with to the organization. 14. Comment of the Audit committee : Audit Committee .To comment that the transactions mentioned above does not constitute a conflict of interest and transaction information in the accuracy and completeness. 15. This transaction is not the connected transaction because buyer and sellers no relevance.