Master Ad. Public Company Limited Announces a Connected Transaction (Acquisition of assets) Master Ad. Public Company Limited would like to announce that a board of directors' meeting (# 6/2003)held on Monday 10 November 2003 passed resolutions concerning a connected transaction.The details are as follows 1 The date on which the transaction occurred 12 November 2003 2 The parties involved Name Relationship with the company Buyer : Master Ad. Public Company Limited - Seller : Mr. Noppadon Tansalarak Shares held 17.64 %| Position President Chief Exexutive Officer(Stock Of Master Ad Plc.) Mr. Phiched Maneerattanaporn Shares held 16.66 %| Position- Director (Stock Of Master Ad Plc.) 3 The generat characteristics of the transaction : Acquisition of common stock 4 The details of the assets involved a.Assets other than securities - The nature of the assets - - The use of such assets and liability - b. Securities - The company name Issuer Landy Development Co.,Ltd. - The nature of business Property development - Registered capital 20,000,000.00 Baht - Paid - up capital 20,000,000.00 Baht - Number of securities acquired 977,400 Shares - Price per share Bt .6.88 (Book Value of Landy Development as of 30 September 2003) - Proportion of securities holding before - - Proportion of securities holding after 48.87% 5 The total value of the consideration 6,720,813.67 Baht 6 The value of the assets acquired 6,720,813.67 Baht 7 The details of the connected persons and of related persons : - Connected persons Master Ad Plc. Name Position % shares held Mr. Noppadon Tansalarak President Chief Executive Officer 17.64% Mr. Phiched Maneerattanaporn Director 16.66% Mr. Tawat Meeprasertsagool Director 16.66% Mr. Vichit Dilokvilas Director 5.88% Landy Development Co.,Ltd. Name Position % shares held Mr. Noppadon Tansalarak Director 20.55% Mr. Phiched Maneerattanaporn Director 34.87% Mr. Tawat Meeprasertsagool Director 34.67% Mr. Vichit Dilokvilas Director 5.31% - Related persons Name Position in % shares held Relationship with the company connected persons - - - - - - - - 8 The nature and extent of interest of the connected persons in the transaction Master Ad Plc. and Landy Development Co.,Ltd.share the same dircetors. They are 1 Mr. Noppadol, 2 Mr.Phiched, 3 Mr.Tawat, 4 Mr.Vichit holding 17.64% ,16.66%,16.66% and 5.88% shares respectively. 9 Objective of the transaction. As the existing shareholders would like to cease the building management and sell it to the new-comer shareholders which will enormously effect the business operation of Master Ad Plc.The board of directors agreed to take overshares in Landy Development Co.,Ltd. This isbetter than having new shareholders and results in better benefit.Therefore, the company then decide to buy shares from existing shareholders. 10 The benefit expected to be received As Landy Development Co.,Ltd is providing rental service of office buildings, therefore it is the direct benefit for Master Ad Plc. to acquire shares in Landy Development Co.,Ltd. especially when Landy Development Co.,Ltd.has a project to built its new office building located on Lad-Prao soi 19 road. This is the perfect match as Master Ad Plc. Is also looking for a expansion of its office space since the existing office is too small and unexpandable to cope for the future requirement. Eventually, the company considerable agree that this investment in Landy Development Co.,Ltd. would result in the highest benefit. The details are as follows. 10.1 Capital Investment - If Master Ad Plc. is expanding the business by acquiring a new office building. The recent market price would be 40,000 baht/m2. However, in acquiring Landy Development Co.,Ltd. shares, the price is brought down to only 18,000 bath/m2. - As this investment is considered as a non-income generateing asset, lowering this kind of investment would benefit the company the most. If Master Ad Plc. is investing its own building, the minimum investment would be 30 million baht. The company consider that it is not suitable to invest. 10.2 Location The new office location of Landy Development Co.,Ltd. is considened the prime location with several advantages - It is close to the existing building so no impact of staff turn-over (due to relocation) is concerned. - It is also no impact for the customers which are familiar with the existing location. - There are several good transportation modes around the new office building such as buses, underground train and BTS sky train. 11 Comment of the Audit Committee. The Audit Committee had considered the transaction and agreed that this investment would benefit the company in the long run with no negative impact. As this is low scale investment. 12 The sourses of funds From cashflow of business operation. 13 The type of payment Cash 14 Calculation value of related items less than 10 million bath and using rule of acquiring tangible asset equal to 2% which is not over the regulaion of related item and rules of acquiring and selling assets. (Mr.Noppadon Tansalarak) President Cheif Executive Officer (Mr.Tawat Meeprasertsagoll) Director