ACC.002/48 28 February 2004 President The Stock Exchange of Thailand 62 Rachadapisek Road, Klongtoey Bangkok 10110 Subject : Report an increase of capital and Additional investment in Take A Look Co., Ltd. Master Ad Plc. held a board of director's meeting 1/2005 on Monday 28 February 2005 where a resolution is to increase of capital and additional investment in Take A Look Co.,Ltd. This transaction is not qualified as a connected transaction with following details; 1. The date on which the transaction occurred: Within 30 day as the board of director passed the resolution. 2. The parties involved Name 2.1 Samart Info Media Co.,Ltd. 2.2 Masterad PLC. 2.3 Matching Studio PLC. 3. The general characteristics of the transaction: 3.1 Increasing registered capital of Take A Look Co., Ltd. Registered capital is to be increased by baht 50 million from the original registered capital of baht 50 million. After capital being increased, Take A Look Co., Ltd. will have registered capital of baht 100 million. The capital increasing will be prorated to each shareholder according to the proportion of share holding . In addition Matching Studio Plc., waived right to subscribe the shares at this time, The Company subscribed the shares in excess of its entitlement; as a result, the percentage of share held by the company increase. 3.2 Maco will purchase Take A Look's ordinary shares from Matching Studio Plc. 4. The details of the assets involved 4.1 Increase of registered capital in Take A Look Co.,Ltd. - Proportion of share holding before capital increase : 1) Samart Info Media Co.,Ltd. 2,500,000 50 % 2) Matching Studio PLC. 1,250,000 25 % 3) Master Ad PLC. 1,250,000 25 % Total 5,000,000 100% - Proportion of share holding after capital increase : 1) Samart Info Media Co.,Ltd. 5,833,333 58.33 % 2) Master Ad PLC. 2,916,667 29.17 % 3) Matching Studio PLC. 1,250,000 12.50 % Total 10,000,000 100 % 4.2 Purchase Take A Look's ordinary shares from Matching Studio Plc. - Number of securities acquired: 416,667 shares - Price Per shares: 10 Baht (Par value) - Proportion of securities holding before: 29.17 % - Proportion of securities holding before: 33.33 % 4.3 Main business of Take A Look: The business is to provide advertising media by Large Electronic LED Billboard. 4.4 Regulation of setting purchasing price: Using Par value 5. The total value of the consideration: 5.1 Proportion of capital increase : 16,666,670.- Baht 5.2 Proportion of purchase ordinary shares: 4,166,670.- Baht Total 20,833,340.- Baht 5.3 Price per share : 10 Baht (Par value) 5.4 The type of payment : By cash 6. The value of the assets acquired : 20,833,340 Baht 7. Major Shareholder for Take A Look Name Number of shares (%) 1) Samart Info Media Co.,Ltd. 6,666,666 66.67 % 2) Master Ad. Plc. 3,333,334 33.33% Total 10,000,000 100% 8. The details of the connected persons and of related person: This transaction is not qualified as a connected transaction. 9. Reasons for Investment : Acquiring more shares in the profitable company means more Profit sharing for the investors. 10. The benefit expected to be received: We expect to receive more profit value from this investment 11. The sources of funds: From MACO's the operating cash flow 12. Calculation base on the rule of consideration paid or received: Compared with the value of assets of the listed company or the listed company and its subsidiaries, the value is 3.43 which is not under the rule of acquisition and disposition of assets and the category related Please be kindly informed accordingly. Yours Sincerely, Master Ad Plc. (Noppadon Tansalarak) President & CEO (Tawat Meeprasertskul) Director