ACC.014/47 28 June, 2004 President The Stock Exchange of Thailand 62 Rachadapisek Road, Klongtoey Bangkok 10110 Subject: Connected transaction - capital increase and loan guarantee Master Ad PLC MACO or the Company held a board of directors' s meeting 3/2004 on 26 June 2004 where a resolution was to increase registered capital and approve company's loan guarantee to Landy Development Co., Ltd. This transaction is considered as a connected transaction with following details; 1) The date on which the transaction occurred: 28 June, 2004 2) The parties involved 2.1 Master Ad PLC. 2.2 Landy Development Co., Ltd. 3) The general characteristics of the transaction 3.1 Increase in registered capital of Landy Development Co., Ltd. Registered capital is to be increased by Baht 20 million from the original registered capital of Baht 20 million. After capital increase, Landy Development Co., Ltd. will have registered capital of Baht 40 million. The capital increase will be pro rata to each shareholder according to the proportion of share holding. 3.2 Loan guarantee to Landy Development Co., Ltd. Landy Development Co., Ltd. will loan Baht 100 million from Bank of Ayudhya Public Co., Ltd. Ratchwat branch for the construction of new office building. The bank requires shareholders to sign in a loan guarantee agreement at the amount insured according to the proportion of share holding, 4) The details of the connected transaction 4.1 Increase of registered capital in Landy Development Co., Ltd. according to the proportion of shares held as follows; Name % Shares held Capital Increased New Capital held Baht Baht MACO 48.87 % 9,774,000 19,548,000 Landy Development 37.98 % 7,596,000 15,192,000 Daiichi House 13.15 % 2,630,000 5,260,000 Total 100 % 20,000,000 40,000,000 4.2 Loan guarantee to Landy Development Co., Ltd. according to the proportion of shares held as follows; Name % Shares held Proportion of loan insurance MACO 48.87 % Baht 48,870,000 Landy Development 37.98 % Baht 37,980,000 Daiichi House 13.15 % Baht 13,150,000 Total 100 % Baht 100,000,000 4.3 Main business of Landy Development Co., Ltd. : Building Rental 4.4 Price purchased per share: Baht 10 ( par value) 4.5 Regulation of setting purchasing price: using par value 4.6 Financial data summary in brief of Landy Development Co., Ltd. as of 31/03/2004 Total asset Baht 56 million Total liability Baht 43 million Total equity Baht 13 million Net loss Baht 0.23 million 4.7 Board of directors of Landy Development Co., Ltd. 1. Phiched Maneerattanaporn 2. Tawat Meeprasertskul 5) The total value of the transaction: 5.1 Proportion of capital increased Baht 9,774,000 5.2 Proportion of loan guarantee Baht 48,870,000 6) The value of the assets acquired : 6.1 Proportion of capital increase Baht 9,774,000 6.2 Proportion of loan guarantee Baht 48,870,000 7) The details of the connected persons and of related persons invloved: The connected persons are two major shareholders. They are Mr. Phiched Maneerattanaporn and Mr. Tawat Meeprasertskul who are holding shares in MACO 16.66% each. Both are also holding shares in Landy Development Co., Ltd. indirectly 15.9% each through Landy Home Co., Ltd. and 10.2% each through Daiichi House Co., Ltd. 8) Nature and extent of the interest of the connected persons in the transaction: Both companies are sharing 2 directors. They are Mr. Phiched Maneerattanaporn and Mr. Tawat Meeprasertskul who hold shares in MACO 16.66% each. 9) Reasons for investment This is the requirement of the Bank of Ayudhya Public Company Limited for Landy Development Co., Ltd. to take out the loan. 10) The benefit expected to be received The benefit is to occupy and utilize the new office building within schedule according to the business expansion plan of MACO as now the company is expanding in its business and investment that results in office space shortage and not coping with the business growth. 11) Comment of the Audit committee The audit committee considered this investment a must to improve credibility of Landy Development Co., Ltd. and make the loan highly secure. As a result, it is confident that the new office building for MACO usage will be available on time as scheduled in the business plan. For the loan insurance agreement, the audit committee agreed with the management that the loan insurance was appropriate according to proportion of share holding and Landy Development Co., Ltd. had a good credit track record in loan returning based on the past loan of the existing building which the loan was fully repaid before the end of the date in the agreement. The audit committee also highly believed that Landy Development Co., Ltd. had a capability to repay loan as planned. 12) Source Of Fund : From the business operation 13) Method of Payment : By cash 14) Calculation based on the rule of connected transactions of listed companies in the case of the granting of financial assistance, the company have to disclose the decision to enter into the transaction to the Exchange. Calculation based on the rule of acquisition and disposition of assets, the size of the transaction is 1.6%. 15) The related directors with interest attend the meeting but did not join the vote. Please be kindly informed accordingly. Yours sincerely, Master Ad PLC Noppadon Tansalarak President & CEO Phiched Maneerattanaporn Director