ACC.068/46 24 November 2003 President The Stock Exchange of Thailand 62 Rachadapisek Road, Klongtoey Bangkok 10110 Subject: Additional clarification of connected transactions of listed companies Following to the request of SET for the additional clarification of connected transactions of listed companies in order to provide correct and sufficient information to the shareholders and general investors for appropriate decision making in the company securities trading, Master Ad PLC then would like to clarify with the additional information as follows 1) Shares of Landy Development Co., Ltd. classified by sellers and buyers Seller Amount of shares sold Mr. Noppadon Tansalarak 410,942 Mr. Phiched Maneerattanaporn 586,458 Total 977,400 The structure of shareholders after acquisition of shares by Master Ad PLC in Landy Development Co., Ltd. is Shareholders Amount of shares hold % Master Ad PLC. 977,400 48.87 Landy Home (Thailand) Co.,Ltd. 759,800 37.98 Dai-ichi House Co.,Ltd. 263,000 13.15 Total 2,000,000 100.00 The relationship between Master Ad PLC and Landy Home (Thailand) Co., Ltd. are as follows; a) Three directors of Master Ad PLC ( Mr.Noppadon Tansalarak , Mr.Phiched Maneeratanaporn and Mr.Tawat Meeprasertskul) are the major shareholders holding shares in Landy Home (Thailand) Co., Ltd. 10%, 42.5% and 42.5% respectively . b) Mr.Phiched Maneeratanaporn and Mr.Tawat Meeprasertskul are directors in Landy Home(Thailand) Co., Ltd. The relationship between Master Ad PLC and Dai-ichi House Co., Ltd. are as follows; a) Three directors of Master Ad PLC ( Mr.Noppadon Tansalarak , Mr.Phiched Maneeratanaporn and Mr.Tawat Meeprasertskul) are the shareholders holding shares in Dai-ichi House Co., Ltd. 9.3%, 38.7% and 36.7% respectively . b) Mr.Phiched Maneeratanaporn and Mr.Tawat Meeprasertskul are directors in Dai-ichi House Co., Ltd. 2) The reason that Master Ad PLC used the book value of shares of Landy Development Co., Ltd as of 30 September 2003 for the bases of calculations is that Master Ad PLC has reported the third quarter financial statements.Therefore, it is appropriate to use the value of share at the same period. No buying price is considered except Book Value only. However, by this investment Master Ad PLC will benefit from the location of the new building which is on the road mouth of Lad- Plao Soi 19 and closed to the existing office building. The monthly rental will be 200-250 baht/sq.m which is well below the market rate at 400 baht/sq.m of the surrounding buildings.The monthly rental benefit will be 150-200 baht/sq.m. There is no rental benefit compared to the existing building which the rental is lowest at 164 baht/sq.m . After the new office building completion in the mid 2005, both the new and existing office buildings will be occupied by 3 tenants.They are Master Ad PLC, Landy Home (Thailand) Co., Ltd. and Dai-ichi House Co., Ltd. Regarding the audit committee consideration of the appropriate share price valuation, the audit committee commented that the investment in Landy Development Co., Ltd would provide good benefit to the company as follows 2.1 It reduces investment by 50% compared with using rental building or buying new office building at the targeted location according to the resolution of the board of directors. 2.2 It owns the office building. Therefore, staff have more confidence in workplace and reduces staff turnover due to office relocation. 2.3 According to acquisition of shares of Landy Development Co., Ltd. at book value, the company considers it is appropriate even there is no other price comparision. The reason is the company will get rental from this acquisition since the monthly rental will be 200-250 baht/sq.m comparing to the rental rate at 400 baht/sq.m of the surrounding buildings. 3) The new office building is located closed to the existing office building ie. on Lad-Prao Road Soi 19, Ladyao, Jatujak District. The building costs about 100 million baht which the 96 million baht loan is already granted from the commercial bank. The balance will use money from the operating cashflow. The construction period is 18 months and building will be completed in mid of 2005. Please be kindly informed accordingly. Yours sincerely, Master Ad PLC Noppadon Tansalarak President & CEO Phiched Maneerattanaporn Director