Resolution of securities holders Subject : Shareholders meeting's resolution Meeting date : 24-Apr-2013 Meeting's resolution : Accordingly approved with board's resolution Remark : IRS.006/13 April 24, 2013 To: The President The Stock Exchange of Thailand Subject: The Resolutions of the AGM. 2013 Master Ad PLC (MACO or the Company) would like to inform the resolution of the 2013 Annual General Meeting held on April 24, 2013 are as follows; 1. Approval the Minutes of the Annual General Meeting of Shareholders held on April 27, 2012. The votes are as follows : Approved 129,710,311 shares or 100% Disapproved 2,000 - shares Abstained - shares 2. Acknowledgement the Annual report for year 2012 . 3. Approval the Company's balance sheet, statement of income and statement of cash flow for 2012 ended December 31, 2012. The votes are as follows: Approved 129,712,311 shares or 100% Disapproved - shares Abstained - shares 4. Acknowledgement the interim dividend payment for the year2012. 5. Approval the dividend payment for the year 2012 from net profit as of July 1, 2012 to December 31, 2012 are as following: 1. Cash dividend payment at Baht 0.15 per share to shareholders of 174,999,563 shares, totaling Baht 26,249,934.45 2. stock dividend payment to shareholders at a ratio of 1.39 Existing share to 1 stock dividend, totaling 125,898,967 shares with a par value of Baht 1, or Baht 0.72 per shares, or equivalent to Baht 125,898,967 The total cash and stock dividend payment is Baht 0.87 per share, totaling Baht 152,249,169.81. In case that any shareholders hold the indivisible share remaining after such allocation, the cash dividend will be paid at rate of Baht 0.72 per share. Dividend will be distributed to the shareholders whose name were listed on March 21, 2013 (Record Date) which is the date prescribed for the right to receive dividends and will be paid 0n May 17, 2013. The votes are as follows: Approved 129,712,311 shares or 100% Disapproved - shares Abstained - shares 6. Approval the decrease of the Company's registered capital of the company by eliminating its registered but un-issued share, and to amend clause 4 of the Company's Memorandum of Association in order to be in line with the decrease of registered capital are as following: Clause 4. Registered capital of 174,999,563 Baht (One hundred Seventy four million nine hundred ninety nine thousand and five hundred sixty three Baht) Divided into 174,999,563 shares (One hundred Seventy four million nine hundred ninety nine thousand and five hundred sixty three shares) Par value of 1 Baht each (one Baht) Categorized into Ordinary shares of 174,999,563 shares (One hundred Seventy four million nine hundred ninety nine thousand and five hundred sixty three shares) Preference shares of -None- shares (- shares) The votes are as follows: Approved 129,712,311 shares or 100% Disapproved - shares Abstained - shares 7. Approve the increase of the Company's registered capital 125,898,976 shares and to amend clause 4 of the Company's Memorandum of Association in order to be in line with the increase of registered capital are as following: Clause 4. Registered capital of 300,898,530 Baht (Three hundred million eight hundred ninety eight thousand and five hundred thirty Baht) Divided into 300,898,530 shares (Three hundred million eight hundred ninety eight thousand and five hundred thirty shares) Par value of 1 Baht each (one Baht) Categorized into Ordinary shares of 300,898,530 shares (Three hundred million eight hundred ninety eight thousand and five hundred thirty shares) Preference shares of -None- shares (- shares) The votes as follows: Approved 129,712,311 shares or 100% Disapproved - shares Abstained - shares 8. Approval the allocation of increased share to support the stock dividend. The vote are as following: Approved 129,712,311 shares or 100% Disapproved - shares Abstained - shares 9. Approval the issuance and offering of debentures are as following: Type : Debentures, in named certificate or bearer instrument, Subordinated or unsubordinated, secured or unsecured, with or without the debenture holder's representative, and with or without early redemption option Offering Amount : Not exceeding Baht 1,000,000,000 (one billion Baht) Currency : Thai Baht and/or other foreign currency Interest rate : Depend on the appropriateness and the market Condition at the time of the issuance and offering for sale Term : Not more than 5 (five) years from the date of issuance of the debentures Allocation Method : Domestic and/or international offering to the public and/or institutional investors and/or high net worth investors and/or specific investors and/or any other persons as specified in the notification of the Capital Market Supervisory Board and/or the notification of the SEC and/or the notification of the Office of SEC and/or other relevant laws and regulations applicable at the time of offering the debentures, which may be offered once or several times and/or offered for sale as a project Special condition : In the case where the Company has redeemed the debentures issued under the authorized offering amount, the Company will be entitled to issue and offer for sale of new debentures in accordance with the conditions and offering amount as mentioned above. In addition, the Board of Directors of the Company and/or person(s) assigned by the Board Of Directors, shall have the authorize to negotiate, execute and/or enter into the documents And agreements concerned and/or take any action necessary to the issuance and offering of debentures in accordance with the laws and have the authorize to specify conditions and other details in relation to each issuance and offering of debentures. The vote are as following: Approved 129,712,311 shares or 100% Disapproved - shares Abstained - shares 10. Approve the election of directors replacing those retired by rotation. The votes are as following: (1) Mr.Phiched Maneerattanaporn Approved 129,712,311 shares or 100% Disapproved - shares Abstained - shares (2) Mr.Tawat Meeprasertskul Approved 129,712,311 shares or 100% Disapproved - shares Abstained - shares 11. Approved the directors' remuneration for 2013 total not more than 2,020,000 baht as follow: a. Director, audit director and member of executive committee shall be paid the meeting allowance only when they actually attend the meeting at the following rates: the Board Chairman and Executive Committee Chairman shall each receive an allowance of 20,000 baht per meeting; Vice Chairman of the board of Director 15,000 Baht per meeting; the directors and audit directors shall each receive an allowance of 10,000 baht per meeting; the Executive Committee members shall each receive an allowance of 5,000 baht per meeting. b. Directors and independent audit directors shall receive the annual bonuses, the amounts of which shall be determined by the Board of Directors, but not beyond the sum approved in the Annual General Meeting of shareholder. The shareholders approved the above resolution by more than two-thirds of the total vote represented by the shareholders attending the meeting. The vote are as following: Approved 129,712,311 shares or 100% Disapproved - shares Abstained - shares 12. Approved the appointment of auditors from PricewaterhouseCoopers ABAS Limited (PWC) as the Company's auditors for the year 2013 as follows: 1) Mr.Kajornkiet Aroonpirodkul CPA. No.3445 2) Mr.Charnchai Chaiprasit CPA. No.3760 Auditors will be responsible for auditing, giving comments and signature on the Company's financial statements. The auditors' remuneration, including quarterly and annual, is up to Baht 860,000.- The votes are as following: Approved 129,712,311 shares or 100% Disapproved - shares Abstained - shares Please be informed accordingly Yours sincerely, Noppadon Tansalarak Director Phiched Maneerattanaporn Director ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.