MCOT : Documents For The 2021 Annual General Meeting of Shareholders

MCOT Public Company Limited

Documents

For

The 2021 Annual General Meeting of Shareholders

Thursday, April 22, 2021

At 13.30 hrs.

Registration starts from 10.00 hrs.

At Auditorium, 10th Floor, C Asean, CW Tower,

90 Ratchada-Pisek Road, Huaykwang Bangkok 10310

"No souvenirs are provided"

to comply with guidelines set by regulartory agencies for listed companies and to

promote sustainable business opeartions.

Neither lunchbox nor coffee or tea will be served at the meeting in order to minimize personal directcontact in which may risk the infection of the disease.

	Enclosure			Table of Contents				Page No.
	1			Copy of the Minutes of the 2020 Annual General	Meeting	of		11
			Shareholders (Document for Agenda 2)
	2			The 2020 Annual Report (QR Code)				36
			(Document for Agenda 3)
				Auditor's Report and Financial Statements of MCOT Plc. And
	3			Subsidiaries for Year Ended December 31, 2020 (QR Code)			37
				(Document for Agenda 4)
	4			Details of Remuneration of Company's Directors				44
			(Document for Agenda 6)
	5			Curriculum Vitae of Auditors (Document for Agenda 7)				49
				Initials Details of Directors Appointed to Replace those Who
	6			Resigned prior to Completion of Tenure and Those Who Retired by		50
			Rotation
				(Document for Agenda 8)
	7			Opinion of the Nomination Committee and profiles	of persons		56
			nominated as directors retiring by rotation (Document for Agenda 8)
	8			Proxy Forms and Independent Curriculum Vitae of Directors (in case		70
			of appointng Independent Director as Proxy)
	9			Terms, Criteria and Procedures for Meeting Attendance				81
	10			Regulations on Shareholders' Meeting and Voting Procedures			85
	11			Question Submission prior to 2021 Annual General	Meeting	of		88
			Shareholders
	12			Request Form (for receiving Auditor's report and the 2020 Annual		90
			Report)
	13			Map of Meeting Venue				91
	14			The registration form is attached with this Notice.

Note: MCOT has made the 2020 Auditor's Report, Financial Statements and Annual Report available through QR code to announce the intention to conserve resources and campaign against global warming. To receive such documents in printed version, please complete the Request Form (which appears in the Document, page 89) and post to Corporate Secretary Department, MCOT Plc., 63/1 Rama IX road, Huay Kwang, Bangkok 10310.

Page 2 of 91

MCOT Public Company Limited

63/1 Rama IX Road, Huaykwang

Bangkok 10310 Thailand

Phone	[phone]
Fax	[phone]
E-mail	[e-mail]

Ref: MCOT 6165/451

	March 10, 2021
Subject:	Invitation to 2021 Annual General Meeting of Shareholders of MCOT Public Company Limited
To:	Shareholders

1. Copy of Minutes of 2020 Annual General Meeting of Shareholders Held on Wednesday July 29, 2020
2. The 2020 Annual Report (QR Code)
3. The Auditor's Report and Financial Statements of MCOT and its Subsidiaries for Year Ended December 31, 2020 (QR Code)
4. Details of Remuneration of Directors
5. Curriculum Vitae of Auditors
6. Initial Details of Directors Appointed to Replace Those Who Resigned prior to Completion of Tenure
7. Opinion of the Nomination Committee and Profiles of Persons Nominated to be Directors in place of Those Retiring by Rotation
8. Proxy Form A, B and C (Form B is recommended) and Curriculum Vitae of Independent Directors
9. Terms, Criteria and Procedures for Meeting Attendance
10. Regulations Relating to Shareholders' Meeting and Voting Procedures
11. Enquiry Submission prior to 2021 Annual General Meeting of Shareholders
12. Request Form (for receiving 2020 Financial Statements and Annual Report in printed form)
13. Map of Meeting Venue
14. Registration Form (Shareholders or proxy are required to bring this form to the Shareholders' Meeting)

The Board of Directors of MCOT Public Company Limited (MCOT ) at the Meeting No. 3/2021, on February 23, 2021, has resolved to convene the 2021 Annual General Meeting of Shareholders on Thursday, April 22, 2021 at 13.30 hrs. at Auditorium C Asean, 10th Floor, CW Tower, 90 Ratchada-Pisek Road, Huaykwang, Bangkok 10310. The meeting agenda is as follows:

Agenda 1: Report by the Chairman

Agenda 2: To Approve Minutes of 2020 Annual General Meeting of Shareholders Held on Wednesday, July 29, 2020

(Required vote : Majority vote of the shareholders present at the meeting and cast their votes)

At MCOT, we all work together towards a common goal of promoting transparency

and anti-corruption to achieve sustainable development.

has adopted an anti-corruption policy against all forms of corruption, which applies to any action taken by MCOT employees. Page 3 of 91 For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.

Rationale: The law specifies that Annual General Meetings of Shareholders of a company listed on the Stock Exchange of Thailand must be convened within 4 months after then end of each fiscal year or by April 30 of each year. In 2020, due to outbreak of COVID-19 causing the Government to declare the state of emergency throughout the Country and the announcement on closure of public venues including meeting rooms until April 30, 2020, MCOT postponed the arrangement of the 2020 Annual General Meeting of Shareholders to Wednesday, July 29, 2020. The minutes of the 2020 Annunal General Meeting of Shareholders were submitted to the Stock Exchange of Thailand within 14 days after the meeting date, as prescribed by the law and were published on the Company's website: www.mcot.net/ir.

Opinion of the Board: The Board of Directors was of opinion that the minutes of the 2020 Annual General Meeting of Shareholders, held on Wednesday, July 29, 2020 were completely and accurately recorded with all the necessary information of all agenda items. Therefore, the Board of Directors deems it appropriate to propose to the 2021 Annual General Meeting of Shareholders to certify the minutes of the 2020 Annual General Meeting of shareholders.

Agenda 3: To Acknowledge Report on the Company's 2020 Operating Results (the period between January 1 - December 31, 2020)

Rationale: The Company's 2020 operating results reported in the 2020 Annual Report were made available through QR code (which appears in the Document, page 36)

Opinion of the Board: The Board of Directors deems it appropriate to propose the Company's 2020 operating results to the 2021 Annual General Meeting of shareholders for acknowledgement.

Agenda 4: To Approve Company's Financial Statements and Income Statement for Year ended December 31, 2020

(Required vote : Majority vote of the shareholders present at the meeting and cast their votes)

Rationale: The Company's statement of financial position and statement of income for the accounting period ended December 31, 2020 as shown in the financial statements in the form of QR Code (which appears in the Document, page 37) delivered to the shareholders were certified by the Company's Auditor or the Office of the Auditor General of Thailand (OAG) and they were also reviewed by the Audit Committee. The Board of Directors' Meeting No. 3/2021 on February 23, 2021 passed the resolution to approve the Company's financial statements for the accounting period ended December 31, 2020

Opinion of the Board: The Board of Directors deems it appropriate to propose the Company's statement of financial position and the statement of income for the accounting period ended December 31, 2020 which has been certified by the Aditor and reviewed by the Audit Committee to the 2021 Annual General Meeting of shareholders for approval.

Agenda 5: To Approve Abstention of 2020 Dividend Payment

(Required vote : Majority vote of the shareholders present at the meeting and cast their votes)

Rationale: Clause 66 of the regulations of the Company requires that no annual dividend payment can be made unless receiving the shareholders' approval. Clause 68 requires that no dividend shall be paid other than out of profits. As long as the Company continues to experience accumulated losses, no dividend shall be paid. Dividends for ordinary shares shall be distributed in accordance with the number of shares in equal amount on each share. The Board of Directors may pay the interim dividend to the shareholders from time to time if it deems that the Company has a reasonable profit, and the shareholders shall be informed of such dividend payment at the next Annual General Meeting of Shareholders.

At MCOT, we all work together towards a common goal of promoting transparency

and anti-corruption to achieve sustainable development.

has adopted an anti-corruption policy against all forms of corruption, which applies to any action taken by MCOT employees. Page 4 of 91 For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.

The Company's 2020 operating results for the period between January 1 - December 31, 2020 showed that the Company experienced a deficit of 2,020 million Baht, divided into the loss of the parent company in the amount of 2,019 million Baht and the non-controlling interests in the amount of 0.8 million Baht.

Dividend Payment Policy: A minimum allocation of 40% of net profit after appropriation of various reserves for dividend payment. The amount of the dividend to be paid depends on the Company's future business plans, necessities and appropriateness in the future.

Comparison of Dividend Payment

Unit: Million Baht

	Details of Dividend Payment	Year 2020	Year 2021
1.	Profit (loss) of the parent company (million baht)	(457)	(2020)
2.	The numbers of shares (million)	687	687
3. Annual dividend (baht: share)	-	-
	- Interim dividend (baht: share)	-	-
	- Year-end dividend (baht: share)	-	-
4.	Total dividend paid (million baht)	-	-
5. Dividend distribution ratio (percentage)	-	-

Note: The Company had completely set up the legal reserve at 10 percent of the registered capital since 2006.

Opinion of the Board: The Board of Directors deems it appropriate to propose to the 2021 Annual General Meeting of Shareholders abstention of dividend payment from the Company's operating results for the period between January 1 - December 31,2020 due to financial loss.

Agenda 6: To Approve Directors' Remuneration

(Required vote : Not less than two-thirds (2/3) of the total number of votes of the shareholders present of the meeting.) Rationale: Clause 34 of the Company's regulations requires that "The remuneration of the Board of Directors, if not provided herein, shall be determined in accordance with the resolutions of the Annual General Meeting of Shareholders, having at least a two-third (2/3) majority of votes of those members eligible and present to vote".

The Remuneration Committee carefully studied criteria for remuneration, meeting allowance and annual bonus payment to be made to directors of state enterprises listed on the Stock Exchange of Thailand and scope of management and responsibilities of the directors who were required to closely supervise the Company's policies and strategies to ensure competitiveness and sustainable growth. Also, the Committee was responsible for considering criteria for remuneration, meeting allowance and annual bonus payment of the Company on a fair and reasonable basis, in accordance with responsibilities and duties taken by the directors, a size of business and guidelines used in the same industry. The criteria for remuneration, meeting allowance and annual bonus payment for the directors was similar to that used by companies in the same industry. The Board of Directors of MCOT was of opinion that the Company still faced deficit and had the burden to invest in program contents to increase the program popularity, attract more customers, and to boost its competitiveness with other TV channels, which were the key channels of generating the income for MCOT. In the previous year, MCOT executives and staff members joined hands to reduce the Company's costs, especially overtime cost and other operating expenses, which could be controlled effectively.

At MCOT, we all work together towards a common goal of promoting transparency

and anti-corruption to achieve sustainable development.

has adopted an anti-corruption policy against all forms of corruption, which applies to any action taken by MCOT employees. Page 5 of 91 For more information, please visit www.mcot.net/ir> good governance >corporate governance>anti-corruption policy.