Nbc 09

2 Annual Report 2009Nation Broadcasting Corporation Pcl

VisionTo be the media institution of the future by being the top producer of valuable news and programmes

Mission 1. Inspiring to be an institution that produces journalists, news

anchors and (TV) programme producers

2. Creating a 24-hour news station that has the loyal following of

a committed audience and also be the best producer of TV

and radio programmes

3. Continuously committing all efforts and embracing developments

in every new media innovation to create new opportunities

4. Maintain credibility which is the core value of the organisation

and observe journalistic ethics

3Annual Report 2009Nation Broadcasting Corporation Pcl

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Annual Report 2009Nation Broadcasting Corporation Pcl 3

General Information

Summary of Financial Data and Investments

Message from the Chairman

Board of Directors

Executive Board

Management Team

Business Company Structure

Product and Servics

Industry and Competition Overview

Risk Factors

List of Major Shareholders

Corporate Governance Report

Social Contribution and Environmental Activities 2009

Characteristics of Business

Audit Committee’s Report for the Year 2009

Report on Responsibilities of the Board of Directors towards

the Financial Report for the year 2009

The Results of the Consolidated Financial Statements

Financial Statements

Other Reference Persons


General Information

• Name Nation Broadcasting Corporation Public Company Limited• HeadOffice 1858/51-62 Nation Tower, 12th-13th Floor, Bangna-Trad Road, Bangna, Bangna, Bangkok 10260• Telephone (66) 2338-3645• Fax (66) 2338-3973• SETListingDate November 11, 2009• PublicCompanyRegistration May 4, 2009 (PLC no. 0107552000103)• Business Nation Broadcasting Corporation PLC. supplies and produces news and information contentthroughawidevarietyofmediachannelswhichcanbeclassifiedasfollows: 1. Television Broadcasting Business - operates Nation Channel a 24-hour TV news station and co-produces news reporting and news talk programs with free TV channels and other relating businesses 2. Radio Business - co-produces radio programs and on-the-hour news program 3. New Media Business - presents news content through the company’s websites and other new media channels i.e. mobile phone • RegisteredCapital Baht 170,000,000 consisting of 170,000,000 Shares at Baht 1 par value• Paid-upCapital December 31, 2009 the Company has paid-up capital of Baht 170,000,000 consisting of 170,000,000 Shares at Baht 1 par value

4


Summary of Financial Data and Investments

Remark: * Extraordinary items include gain (loss) on disposal of assets, doubtful debts expenses, loss on obsolete stocks, and withholding tax deducted at source written-off.

**Dividend:AtthemeetingoftheBoardofDirectorsoftheCompanyheldon26November2009,theDirectors approved the appropriation of interim dividend of 0.15 Baht per share, amounting to 25.50 million Baht. The said dividend was paid to shareholders on 25 December 2009. Later, on 23 February 2010, at the meeting of the Board of Directors of the Company, the Directors had a resolution to propose to the annual general shareholders’ meetingno.1/2010whichwillbeheldon26April2010topaydividendfromitsoperationresultsof2009of0.33Baht per share, which is an additional dividend of 0.18 Baht per share, amounting to 30.60 million Baht.

Unit:millionBaht

2.Financialratio 2009 2008 2007

· Debt to equity ratio (time) 0.27 0.97 1.86

·Grossprofitmargin(%) 30.47% 23.87% 21.18%

·Netprofittototalrevenues(%) 14.74% 7.58% 3.24%

·Returnonequity(%) 33.56% 26.85% 33.71%

·Returnontotalassets(%) 22.95% 11.40% 4.38%

· Earnings per share (Baht) 0.56 0.22 0.54

· Dividend per share (Baht) ** (please see remark) 0.33 - -

· Book value per share (Baht) 1.75 4.74 3.61

1.Selecteddatafromconsolidatedfinancialstatements 2009 2008 2007

· Revenues from sales of goods and rendering of services 463.66 341.99 326.62

· Total revenues 468.39 354.83 327.12

·Grossprofit 141.27 81.64 69.18

·Profitbeforeinterest,taxes,depreciation,amortization and extraordinary items * (please see remark)

79.23 35.87 35.81

· Netprofit 69.03 26.91 10.60

· Total assets 377.98 223.64 248.52

· Total shareholders’ equity 297.69 113.66 86.75


DividendPaymentPolicy TheCompanydeclaredapolicytopaydividendtoshareholdersnolessthan40%ofnetprofitafterdeducting corporate taxes, legal and other required and appropriate reserves. The said dividend payment ratio maybealteredsubjecttofinancialstatus,operatingperformance,investmentplanandothernecessitiesandappropriateness in the future approved by the Board of Directors and/or shareholders of the Company. The resolution of the Board of Directors proposed for dividend payment had to be approved from shareholder’s meeting,exceptforinterimdividendpaymentforwhichtheBoardofDirectorswasauthorizedtoapproveand reports to the shareholders to be acknowledged in the following meeting.


2010 is another challenging year for the Thai business sector. It is also a year full of political conditions thatbecomeriskfactorsforthecountry’sprogress.Moreover,ThailandisalsorequiredbyASEANFreeTradeAgreement,whichbringsthelocaleconomyclosertotheregionalones.Thailand’stradingpartnersallhave increased competitiveness and economic potential due to their positive economic growth. So, the Thai business sector needs to make careful moves and adapt quickly in order to keep up with the changes in the country as well as in the world. This is particularly true in the current world of communications that sees rapid changes in technologies and consumer behaviour. When an important event takes place somewhere in the world, the impact can be felt on the other side of the globe thanks to the spread of information through the traditional and new media.

Nation Broadcasting Corporation PLC (NBC) is well aware of the ongoing changes, both in terms of the form of communications and the consumer behaviour. We are a leader in the mass media, with the focus on becoming news and information provider through a truly integrated system of new media. We provide our services through satellite-based television, radio, websites www.nationchannel.com, www.nationmultimedia.com, www.oknation.net,www.nationradioonline.com,http://76nationchannel.com,http://breakingnews.nationchannel.com and www.247friend.net, as well as via mobile-phone networks of all operators in the 2G, 2.5G and 3G systems. This is to stress the importance of rapid adaptation and stable progress.

TheoperationofNationBroadcastingCorporationreflectsourvisionofmaintainingthestatusasaleader in producing quality news and other programs. We are also dedicated to create inspiration and serve as an institution that focuses on improving the quality of all personnel. We have a mission of producing reporters,newsannouncersandprogramproducers inacreativeway.Andwearea favourite24-hournews TV station, a producer of premium content for TV, radio and new media. We create innovations in communication, allowing the consumers to express their views and exercise their constitutional rights on the news and information we present.

We are also an organisation of good governance, with transparency in management, adherence on ethicalvalues,andsocialresponsibility.Inordertoacquireconfidencefromtheshareholders,investorsandallgroups of stakeholders, the Company’s board of directors sets a written policy of corporate good governance and allows review of the policy, printing of the handbook of ethical code for the group of companies, and evaluation of the policy’s implementation at least once a year. Moreover, the Company also disseminates the policy guidelines to directors and employees for reference and implementation purposes, and makes it available on the Company’s website.

Mr.Thanachai Santichaikul Chairman

Message from the Chairman



Board of Directors

Age 55 Years EducationBackground -MBA,ThammasatUniversity -B.A.Accounting,ChulalongkornUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#18) CapitalMarketAcademy-TheStockExchangeofThailand -CapitalMarketAcademyLeadershipProgram(CMA#1) KingPrajadhipok’sInstitute - Graduate Diploma in Politics and Governance in Democratic Systems for Executives Course, Class 11 No.ofSharesHeldasatJan14,2010 -Mr.ThanachaiSantichaikul 27,984 shares(0.02%) -Mrs.ChatchadaSantichaikul 6,243shares(0.00%) RelationshipwithNBC’sExecutive -N/A Experience 1979-Present ChiefExecutiveOfficer -NationMultimediaGroupPcl. 1991 - Present Executive Director - Yomiuri-Nation Information Service Co.,Ltd. 1996 - Present Director - Nation International Co.,Ltd. 1996 - Present Chairman - Nation International Edutainment Pcl. 1997 - Present Executive Director - Nation Edutainment Co.,Ltd. 1997 - 2009 Director - Nation Radio Network Co., Ltd. 1998 - Present Executive Director - Nation Egmont Edutainment Co., Ltd. 2000 - Present Director - Nation Ditigal Media Co.,Ltd. 2005 - Present Executive Director - WPS (Thailand) Co.,Ltd. 2006 - Present Director - NML Co.Ltd. 2006 - 2552 Executive Director - Nation Broadcasting Corporation Co.,Ltd. 2007 - Present Executive Director - Kyodo Nation Printing Service Co.,Ltd. 2008 - Present Director - Nation New Network Co.,Ltd. 2009 Director - Nation Education Co., Ltd. 2009 - Present Chairman - Nation Broadcasting Corporation Pcl

Mr.Thanachai Santichailkul Chairman


Directorofotherlistedcompany 1979-Present ChiefExecutiveOfficer -NationMultimediaGroupPcl. 1996 - Present Chairman - Nation International Edutainment Pcl. Directorofarelatedbusinesscompany 1991 - Present Executive Director - Yomiuri-Nation Information Service Co.,Ltd. 1996 - Present Director - Nation International Co.,Ltd. 1997 - Present Executive Director - Nation Edutainment Co.,Ltd. 1997 - 2009 Director - Nation Radio Network Co., Ltd. 1998 - Present Executive Director - Nation Egmont Edutainment Co., Ltd. 2000 - Present Director - Nation Ditigal Media Co.,Ltd. 2005 - Present Executive Director - WPS (Thailand) Co.,Ltd. 2006 - Present Director - NML Co.Ltd. 2007 - Present Executive Director - Kyodo Nation Printing Service Co.,Ltd. 2008 - Present Director - Nation New Network Co.,Ltd. 2009 Director - Nation Education Co., Ltd. Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 10/10 AnnualGeneralMeetingofShareholders 1/1 Extraordinary General Meeting of Shareholders 2/2


Mr.Adisak Limprungpatanakij President

Board of Directors

Age 48 Years EducationBackground -B.A.Accounting,ThammasatUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#71) No.ofSharesHeldasatJan14,2010 -Mr.AdisakLimprungpatanakij 10 shares(0.00%) -Mrs.KamolthipLimprungpatanakij 7,777 shares(0.00%) RelationshipwithNBC’sExecutive -N/A Experience 2000 - 2008 Director - Nation Ditigal Media Co.,Ltd. 2002 - 2009 Director - Nation Radio Network Co., Ltd. 2009 - Present Directo - Nation Education Co., Ltd. 1985-2009 ChiefOperatingOfficerofBroadcastingBusinessUnit - Nation Multimedia Group Pcl. 2009 - Present President - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany 2009 - Present Director - Nation Education Co., Ltd.Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 10/10 AnnualGeneralMeetingofShareholders 1/1 Extraordinary General Meeting of Shareholders 2/2


Age 57 years EducationBackground -DoctorofBusinessAdministrationinInternationalMarketing,UniversityofSanGabriel,Irvine, California,U.S.A. - Master of Science in Marketing & Consumer Behavior, California State University -BachelorofArtsinEconomics,CaliforniaStateUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#99) No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 2006-2008 TheNationalLegislativeAssemblyExpert 2007 Subcommittee of Universiade (International University Sports) 2007 ConstitutionDraftingAssemblyExpert 2007 Subcommittee of taxi and limousine audit

-SavarnabhumiAirport 2009-Present VicePresidentforExternalAffairs - Bangkok University 2007-Present MemberofTheAuditCommittee - Thai Polycons Pcl. Mar12,2009-Present ChairmanofTheAuditCommittee - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany 2007-Present MemberofTheAuditCommittee -ThaiPolyconsPcl.Directorofarelatedbusinesscompany 2009-Present VicePresidentforExternalAffairs -BangkokUniversityDirectorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 7/10 Extraordinary General Meeting of Shareholders 1/2 AuditCommittee 3/4

Mr.Supong LimtanakoolIndependent Director and Chairman of

The Audit Committee

Board of Directors


Age 49 years EducationBackground -MMM,TheGraduateSchoolofPublicAdministration,NIDA - LL.B. Ramkhamhaeng University TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#118) No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 2003 - 2004 Managing Director - Lawman Standard Co.,Ltd. 2005 -Present Manager - Lawman Standard Co.,Ltd. Mar12,2009-Present MemberofTheAuditCommittee - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Director of a related business company 2005 -Present Manager - Lawman Standard Co.,Ltd. Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 8/10 Extraordinary General Meeting of Shareholders 1/2 AuditCommittee 4/4

Mr.Metha Soonthornjit Independent Director and Member of The Audit Committee

Board of Directors


Age 49 years EducationBackground -MBA,OklahomaCityUniversity -B.A.Accounting,ThammasatUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorAccreditationProgram(DAP#64) -DirectorsCertificationProgram(DCP#101) No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 2004-2007 ChiefOperatingOfficer -DoiTungDevelopmentProject Royal Initiative Project of Her Royal Highness the Princess Mother, Mae Fah Luang Foundation under Royal patronage 2007-2008 ChiefExecutiveOfficer -LIVEIncorporationPcl. 2008 -Present Executive Chairman - Memotion Co.,Ltd. Apr21,2009-Present MemberofTheAuditCommittee - Nation Broadcasting Corporation Pcl. 2009 -Present Managing Director -AmarinBookCenterCo.,LtdDirectorofotherlistedcompany -N/A Directorofarelatedbusinesscompany 2008-Present ChiefExecutiveOffice -MemotionCo.,Ltd. 2009-Present ManagingDirector -AmarinBookCenterCo.,LtdDirectorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 7/10 Extraordinary General Meeting of Shareholders 1/2 AuditCommittee 4/4

Mr.Sivaporn ChomsuwanIndependent Director and Member of

The Audit Committee

Board of Directors


Age 50 years EducationBackground -BBA,AssumptionUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#82) No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 2003-2006 ChiefOperatingOfficer -InspireEntertainmentCo.,Ltd. 2006 - 2007 President - Special Publications Business Unit - Nation Multimedia Group Pcl. 2008-2009 ChiefOperatingOfficer-Advertising - Nation Multimedia Group Pcl. Feb 18, 2009 - Present Director - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 8/10 Extraordinary General Meeting of Shareholders 1/2

Miss Aeumsree Boonhachairat Director

Board of Directors


Age 46 years EducationBackground -B.A.Economics,RamkhamhaengUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#124) No.ofSharesHeldasatJan14,2010 -Mrs.LakanaRatwongsakul 1shares(0.00%) RelationshipwithNBC’sExecutive - Wife of Mr.Kanok Ratwongsakul Experience 2005 - 2009 Vice President - Nation Broadcasting Corporation Co.,Ltd. Feb 18, 2009 - Present Director - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 8/10 Extraordinary General Meeting of Shareholders 1/2

Mrs.Lakana RatwongsakulDirector

Board of Directors


Miss Naphaporn Ua-fua Director

Age 39 years EducationBackground -B.A.Accounting,BangkokUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#124) No.ofSharesHeldasatJan14,2010 -NaphapornUa-fua 1shares(0.00%)RelationshipwithNBC’sExecutive -N/A Experience 1992-Present Asst.Sr.VicePresident,MISDepartment - Nation Multimedia Group Pcl. Feb 18, 2009 - Present Director - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 9/10 Extraordinary General Meeting of Shareholders 1/2

Board of Directors


Mr.Thanachai SantichailkulChairman

Age 55 Years EducationBackground -MBA,ThammasatUniversity -B.A.Accounting,ChulalongkornUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#18) CapitalMarketAcademy - The Stock Exchange of Thailand -CapitalMarketAcademyLeadershipProgram(CMA#1) KingPrajadhipok’sInstitute - Graduate Diploma in Politics and Governance in Democratic Systems for Executives Course, Class 11 No.ofSharesHeldasatJan14,2010 -Mr.ThanachaiSantichaikul 27,984 shares(0.02%) -Mrs.ChatchadaSantichaikul 6,243 shares(0.00%) RelationshipwithNBC’sExecutive -N/A Experience 1979-Present ChiefExecutiveOfficer -NationMultimediaGroupPcl. 1991 - Present Executive Director - Yomiuri-Nation Information Service Co.,Ltd. 1996 - Present Director - Nation International Co.,Ltd. 1996 - Present Chairman - Nation International Edutainment Pcl. 1997 - Present Executive Director - Nation Edutainment Co.,Ltd. 1997 - 2009 Director - Nation Radio Network Co., Ltd. 1998 - Present Executive Director - Nation Egmont Edutainment Co., Ltd. 2000 - Present Director - Nation Ditigal Media Co.,Ltd. 2005 - Present Executive Director - WPS (Thailand) Co.,Ltd. 2006 - Present Director - NML Co.Ltd. 2006 - 2552 Executive Director - Nation Broadcasting Corporation Co.,Ltd. 2007 - Present Executive Director - Kyodo Nation Printing Service Co.,Ltd. 2008 - Present Director - Nation New Network Co.,Ltd. 2009 Director - Nation Education Co., Ltd. 2009 - Present Chairman - Nation Broadcasting Corporation Pcl

Executive Board


Directorofotherlistedcompany 1979-Present ChiefExecutiveOfficer -NationMultimediaGroupPcl. 1996 - Present Chairman - Nation International Edutainment Pcl. Directorofarelatedbusinesscompany 1991 - Present Executive Director - Yomiuri-Nation Information Service Co.,Ltd. 1996 - Present Director - Nation International Co.,Ltd. 1997 - Present Executive Director - Nation Edutainment Co.,Ltd. 1997 - 2009 Director - Nation Radio Network Co., Ltd. 1998 - Present Executive Director - Nation Egmont Edutainment Co., Ltd. 2000 - Present Director - Nation Ditigal Media Co.,Ltd. 2005 - Present Executive Director - WPS (Thailand) Co.,Ltd. 2006 - Present Director - NML Co.Ltd. 2007 - Present Executive Director - Kyodo Nation Printing Service Co.,Ltd. 2008 - Present Director - Nation New Network Co.,Ltd. 2009 Director - Nation Education Co., Ltd. Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 10/10 AnnualGeneralMeetingofShareholders 1/1 Extraordinary General Meeting of Shareholders 2/2


Age 48 Years EducationBackground -B.A.Accounting,ThammasatUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#71) No.ofSharesHeldasatJan14,2010 -Mr.AdisakLimprungpatanakij 10 shares(0.00%) -Mrs.KamolthipLimprungpatanakij 7,777 shares(0.00%) RelationshipwithNBC’sExecutive -N/A Experience 2000 - 2008 Director - Nation Ditigal Media Co.,Ltd. 2002 - 2009 Director - Nation Radio Network Co., Ltd. 2009 - Present Director - Nation Education Co., Ltd. 1985-2009 ChiefOperatingOfficerofBroadcastingBusinessUnit - Nation Multimedia Group Pcl. 2009 - Present President - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany 2009 - Present Director - Nation Education Co., Ltd.Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 10/10 AnnualGeneralMeetingofShareholders 1/1 Extraordinary General Meeting of Shareholders 2/2

Mr.Adisak LimprungpatanakijExecutive Director

Executive Board


Age 50 years EducationBackground -BBA,AssumptionUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#82) No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 2003-2006 ChiefOperatingOfficer -InspireEntertainmentCo.,Ltd. 2006 - 2007 President - Special Publications Business Unit - Nation Multimedia Group Pcl. 2008-2009 ChiefOperatingOfficer-Advertising - Nation Multimedia Group Pcl. Feb 18, 2009 - Present Director - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 8/10 Extraordinary General Meeting of Shareholders 1/2

Miss Aeumsree Boonhachairat Executive Director

Executive Board


Annual Report 2008

Age 46 years EducationBackground -B.A.Economics,RamkhamhaengUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#124) No.ofSharesHeldasatJan14,2010 -Mrs.LakanaRatwongsakul 1shares(0.00%) RelationshipwithNBC’sExecutive - Wife of Mr.Kanok Ratwongsakul Experience 2005 - 2009 Vice President - Nation Broadcasting Corporation Co.,Ltd. Feb 18, 2009 - Present Director - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 8/10 Extraordinary General Meeting of Shareholders 1/2

Mrs.Lakana RatwongsakulExecutive Director

Executive Board


Age 39 years EducationBackground -B.A.Accounting,BangkokUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -DirectorsCertificationProgram(DCP#124) No.ofSharesHeldasatJan14,2010 -NaphapornUa-fua 1shares(0.00%)RelationshipwithNBC’sExecutive -N/A Experience 1992-Present Asst.Sr.VicePresident,MISDepartment - Nation Multimedia Group Pcl. Feb 18, 2009 - Present Director - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A TheMeetingAttendance/Meetingheld(Frequency) Board of Directors 9/10 Extraordinary General Meeting of Shareholders 1/2

Miss Naphaporn Ua-fua Executive Director

Executive Board


Age 46 years EducationBackground -B.A.SociologyandAnthropology,ThammasatUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -N/A No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 1999 - 2009 Director and Editor - Nation Broadcasting Corporation Co.,Ltd. 2009 Vice President - Television News - Nation Broadcasting Corporation Pcl. 2010 Executive Editor - Television News - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A

Management Team

Mr.Pranot Vilapasuwan Executive Editor - Television News


Age 44 years EducationBackground -B.Sc.Agriculture,KasetsartUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -N/A No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 1990 - 2009 Vice President - Program Departmentร - Nation Broadcasting Corporation Co.,Ltd. 2009 Vice President - Television Programs - Nation Broadcasting Corporation Pcl. 2010 Senior Vice President - Television Programs - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A

Management Team

Miss Kwanruan ThaworntaweewongSenior Vice President – Television Programs


Age 48 years EducationBackground -M.A.DevelopmentCommunication,ChulalongkornUniversity -B.A.MassCommunicationChiangmaiUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -N/A No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 1987 - 2009 Editor - Nation Multimedia Group Pcl. 2009 Vice President of Radio Business Unit - Nation Broadcasting Corporation Pcl. 2010 SeniorVicePresident–-OrganizationStartegy&CSR - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A

Mrs.Nongnat HanwilaiSenior Vice President–Organization Startegy

& CSR

Management Team


Age 46 years EducationBackground -B.A.JournalismandMassCommunication,ThammasatUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -N/A No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive - Husband of Mrs.Lakana Ratwongsakul Experience 1996-2009 AssistantChiefOperatingOfficer - Nation Broadcasting Corporation Co.,Ltd. 2009 Vice President - News Reporter - Nation Broadcasting Corporation Pcl. 2010 Senior Vice President - Reporter - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A

Mr.Kanok Ratwongsakul Senior Vice President - Reporter

Management Team


Age 41 years EducationBackground -BBA,Accounting,SrinakharinwirotUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -N/A No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 1997-2009 AccountingManager -NationPropertiesCo.,Ltd. 2009 - Present Finance Manager - Nation Broadcasting Corporation Pcl. Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A

Mrs.Suwannee WacharapasakornFinance Manager

Management Team


Age 36 years EducationBackground -B.A.Accounting,BangkokUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -N/A No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 2001-2004 SeniorAccounting - Unithai Shipyard and Engineering Ltd. 2004-2008 SeniorAccountingManager -NationMultimediaGroupPcl. 2009-Present SeniorAccountingManager -NationBroadcastingCorporationPcl.Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A

Mr.Supawat Sa-nguan-ngam Senior Accounting Manager

Management Team


Age 49 years EducationBackground -M.A.AppliedSociology,KasetsartUniversity TrainingCourse(s) ThaiInstituteofDirectorsAssociation -N/A No.ofSharesHeldasatJan14,2010 -N/A RelationshipwithNBC’sExecutive -N/A Experience 2003 Editorial - Economic news - Kom Chad Luek - Nation Multimedia Group Pcl. 2003-2009 Editorial - Economic news - Nation Broadcasting Corporation Pcl. 2009 Vice President - Radio & Business Development - Nation Broadcasting Corporation Pcl. 2010 Senior Vice President - Radio &Event - Nation Broadcasting Corporation Pc Directorofotherlistedcompany -N/A Directorofarelatedbusinesscompany -N/A Directorofacompeting -N/A

Miss Chamaiporn KongpechSenior Vice President - Radio & Event

Management Team


Business Company Structure

Owner & Producer of “Nation Channel”

Programs co-producer with Free TV

Performing TV relating business

Television Broadcasting

Business

Radio Business

New Media Business

F.M.90.5MHz

F.M.102.0MHz

Website

SMS/MMS


BroadcastingChannels ServiceArea

Product and Servics

Television Broadcasting Business The company provides and produces news and knowledge content in a variety of formats to broadcast through free TV channels and subscription television i.e. cable TV, satellite TV. In addition, the company hasexpandedintorelatingbusinessesbyutilizingresourcessuchasnewscontent,newspicturesandnewscrew.Atpresent,thecompanyisoperatingthefollowings.

1. Nation Channel Thecompanysetupthefirstnational24-hourTVnewsstationcalledNationChannelintheyear2000 which produces, schedules, sells advertising & airtime, broadcasts Nation Channel’s programs through TTV1, local cable TV 28, satellite TV, website and mobile phone. Its main income is from selling advertising, being outsourced to produce program, short documentaries and selling airtime.

1.1NationChannel’sProgramScheduleandProgramsProportion Theprogramschedulein2009consistsof60%newsandnewstalk,20%economics,financeandbusinessand20%lifestylevarietythesameasthatof2008.Otherchannels’programschedules,statisticalsurveyonTVviewers’needsforeachtimeslotbyAGBNielsenandthecompany’spollonitsprogramspopularitywereusedtoarrangetheprogramschedule.Alltheseweretakenintoaccountindevelopingprograms responding to the target viewers and being able to compete with other operators in this industry. The company’s management was to check, follow up and evaluate the result consistently as well as update the program schedule every 6 months.

1.2BroadcastingChannelsNation Channel’s broadcasting channels as of December 2010

Note * withdrawn on March 1, 2010 and substituted by Thaicom-5 via C-Band


2. TV Programs co-produced with free TV stations The company co-produces news and knowledge programs with free TV channels and receives advertising sale sharing and PR of the company’s products and services. In February, 2010 there were 7 programsco-producedwithfreeTVchannelsasfollows:

TV Programs co-produced with free TV stations

Channel Program Broadcastingtime ProgramFormat

3Reung den yen nee

Monday - Friday 17.30 - 18.30

Newsprogramsummarizingcompletedailynewsand important events

5 Siam chao nee Monday - Friday 06.00 - 07.05

News program updating the progress of the news and current events

9

Khao kon kon khao


Newsprogramsummarizingcompletedailynewsand importantevents

Cheep pa jorn lok with Suthichai Yoon

Tuesday 23.00 - 24.00.

Newsprogramanalyzingworldwideimportantissues in depth with opinions from Thai and overseas experts

Chao khao kon kon khao chao


News program updating the progress of the news and current events

11

JabKrasaeLareLoke

Monday 23.00 - 23.50

News talk and well-rounded and in depth analysis on international news

Trong Pao Kao Praden

Thursday 21.00 - 21.50

In depth interview on news issues in focus

3. Relating Businesses Asthecompany’s televisionbroadcastingbusinessbecomespopularamongaudience i.e.NationChannel and other programs on free TV, the company uses the existing advantage of having content, resources,equipmentandcompany’sgoodwilltoexpandtorelatingbusinessesasfollows:

Product and Servics


Product and Servics

ProductorServiceProvided Format

VCD and DVD production and distribution

l bringing contents from popular programs and current issues to produce VCD and DVD and distributing to the public. Most are lifestyle variety and documentary presented by experts i.e. home & decoration, cars and historical & cultural documentary l the company distributes directly as well as through se-ed book stores and CU books nationwide l VCD&DVDproducedin2008and2009aresuchasSufficient ApartmentInvesting#7,ProfrssionalBloggers(Youcanbe),Back to the Dragon Head Legend (China Town), Cheep pa jorn lok withSuthichaiYoon’sWorldHeritageseries-Iran...Civilization Base,GolfXHotTricks#1,KhongRiver,ApartmentMaiBarn#8

Seminars l Bringing contents from popular programs and current issues and using the existing advantage of having experienced and capable news crew to develop into public seminars i.e. ApartmentMaiBarn,WeavingtheReporters’Dream,Producer Career Seedling Project

Tours l Thecompanyorganizesacademicandbusinesstoursfor the viewers and the public to travel with the channel’s MCs andproducers.In2009&2009thecompanyorganizedtours asfollows:“SilkRoad”fromCheeppajornlokwith Suthichai Yoon broadcasted on Channel 9, Shantou Temple Tour in China, Follow Buddha’s Path in Nepal & India and Romance of the Three Kingdoms Tour in china


ProductorServiceProvided Format

Special Events l Being advantageous to have various media channels with availableequipment,experiencedteamandsignificanttrading partners in various industries, the company provides all kinds ofspecialeventsorganizingservicei.e.socialactivities, entertainment activities and academic activities. The company services the whole package from concept formulating, operating andadvertising.Thespecialeventsorganizedin2009were Knowledge review before Universities’ Entrance Examination with mama#12,ThailandMaleBasketballCompetitionforroyal cupkor#47,ThailandSeniorBasketballCompetition#6 and Career Seedling project.

Product and Servics

Radio Business The company co-produces radio programs with alliance to broadcast on FM frequency. In 2009 the companyco-producedradioprogramsandbroadcastonFM90.5MHzandFM102MHz.Furthermore,thecompanyco-produceson-the-hournewsprogramandbroadcastedonFM90.5MHz,FM102MHzandAM1107KHzandcommunityradiostations.Detailsareasfollows:

Radio Programs and On-the-Hour News co-produced by the Company

RadioStationBroadcastingTime&CoveredArea

Format TargetAudience

FM 90.5 MHzknownas “News Dimension 90.5”

Monday-Friday 8.00-15.00 & 18.30-20.00 Bangkok & vicinity area, Ayudhaya,Ratchaburi,Chachengsao, Saraburi, Supanburi, Petchburi (partial), Samutsakorn, Samusongkram

Business people, executives, students and general public; aged 25 up

l News updates on political, economics, social, marketing, international issues, including in depth analysis and interview with people in news l Short news updates on current issuesShort news updates on current issues


Product and Servics

New Media Business The advancement of communication technology which creates various new media channels through internet and mobile phones, combined with the company’s management vision, knowing the advantages of having its and NMG’s existing news contents, developed new news products and services and broadcasted through websites and mobile phones. This new development was created to respond to the people’s changinglifestyle.Detailsofthecompany’snewmediabusinessareasfollows:

1. Website Business Thecompanydevelopswebsitestopresentitsproductsandservices.Allofwhichcontainnews,knowledge and information updates. The company also gains income from selling advertisement on websites. In February 2010 these are the company’s websites.

Radio StationBroadcasting Time&CoveredArea Format TargetAudience

FM 102 MHzknownas “Station for Working People”

Everyday, 24 hours Bangkok & vicinity area

Working adults; aged 25 up

AM1107KHz Everyday, on the hour Nationwide

General public

27 community radio stations

Everyday, on the hour Nationwide

General public

l Variety styled news and knowledge programs on day to day issues, operated by quality Nation Channel MCs andfieldexperts l Short news updates on current issues

l Short news updates on current issues

l Short news updates on current issues


Product and Servics

List of company’s websites

Websitename Format

www.nationchannel.com Website presenting Nation Channel’s programs

www.oknation.net Website for the public to share news and information

www.nationradioonline.comWebsitepresentingco-producedFM90.5MHz,FM102MHzradio’s programs

http://76nationchannel.com Website for news video clips from 76 provinces

http://breakingnews.nationchannel.com

Website presenting Nationchannel’s short news, the Nation and feeding the news to other NMG and partners’ websites

www.247friend.net Website to review academic knowledge for youth preparing for university admissions

In addition, the company also provides services to NMG in terms of enhancing website systems, caretaking the systems and being NMG websites’ advertising sales representative as well as other trading partners’representative.Advertisingincomeissharedproportionatelywithpartnersaccordingtoeachagreementmade.Currently,thewebsitesinthecareofthecompanyareasfollows:

List of websites in the care of the company

WebsiteOwner Websitename ServicesProvided

Nation Multimedia Group PLC.

www.bangkokbiznews.com - of Krungthep Turajij Newspaper www.komchadluek.net - of Kom Chad Luek Newspaper

l enhancing and caretaking the systems - advertising sales representative

News Network Co., Ltd. www.nationmultimedia.com - of The Nation Newspaper

l enhancing and caretaking the systems - advertising sales representative


Product and Servics

WebsiteOwner Websitename ServicesProvided

Others www.pantip.com - the largest website and bolg in Thailand www.exteen.com - blog which allows the generaln public to share news and information www.beartai.com - website and blog that presents IT information

l advertising sales representative

2. News on Mobile Phone Business The company uses news content from the company’s television and radio stations as well as that ofNMG’snewspaperstoproduceSMS:ShortMessageServiceandMMS:MultimediaMessageServiceandprovidestheservicesthrougheverymobilephonenetwork.Newsonmobilephone’sservicesarecategorizedin accordance with consumer’s needs i.e. business news, English news and general news. The company gains income from providing the company’s contents through SMS and MMS subscription, gains revenue sharing from providing marketing service to NMG. The company and NMG’s SMS and MMS services are as follows:

The company and NMG’s SMS and MMS services as of February 2010SMS

Service Format Monthlyservicefee

Nation Tan Khao Important news and issues updated from Nation Channel 49 baht

Nation English Breaking News English news from The Nation 49 baht

ThaiVisa English news from Thai Visa and The Nation 49 baht

Krungthep Turakij Hot News

News and updates on economic andfinancefromKrungthepTurakij 49 baht



Kom Chad Luek Hot News

News and updates on current issues from Kom Chad Luek 29 baht

Mango TV Entertainment, stars and variety updates 29 baht

NationOilAlert Oil prices updates alert 1 baht/per time

EnjoyEnglishwithNJ English learning 29 baht

CNBC Business News Economics,financialandstocksupdatesinAsiafrom CNBC (English language) 99 baht

CNBC Thai Business News

Economics,financialandstocksupdatesinAsiafrom CNBC (Thai language) 99 baht

CNBC & English The Nation

Economics,financialandstocksupdatesinAsiafrom CNBC and economic news in Thailand from

The Nation 49 baht

CNBC & Thai Krungthepturakij

Economics,financialandstocksupdatesinAsiafromCNBCandeconomicnewsin

Thailand from Krungthep Turakij49 baht

MMS


SMS + MMS By Suthichai Yoon AnalyzehotissuesbySuthichaiYoon 59 baht

Nation MMS News News from Nation Channel 49 baht

Product and Servics



Overview of the economy The Thai economy is going to see an impressive recovery and expansion in 2010. The National Economic and Social Development Board (NESDB) reported an expansion of 5.8 per cent in the fourth quarter of 2009, with improvements in the private sector investment and exports due to a recovery in the global economy. In 2010, the NESDB predicted a growth of 3.5 to 4.5 per cent, fuelled by a recovery in the global economy. However, the recovery of the Thai economy tends to concentrate on certain sectors and faces risks of a fragile recovery of the global economy, which is likely to slow down in the latter half of the year.Theworld’seconomicandmonetarysystemshaveatendencyoffurtherfluctuationcomparedtothefinalmonthsoflastyear.Moreover,thereisalsopressurefrominflation,changesintheforeignexchangerates in favour of the baht, and possible increase in the interest rates.

In 2009, television had a share of 52.935 billion baht from the advertising budget, which constitutes 58.68 per cent of the entire advertising spending through all types of media. That was followed by print and radio, which had a share of 15.68 per cent and 6.83 per cent, respectively.

Asfor2010,theKasikornThaiResearchCentreexpectedagrowthof6.7percentintheadvertisingbusiness when compared to the last year, with a total value of about 96 billion baht. The important factor expected to promote a recovery in the advertising business is the improved recovery of the global and domestic economies. Television will remain the media with the largest share of advertising value within the industry. Andthegrowthtendstoexpandcontinuouslyfor3.5percentbecausetelevisionisefficientinaccessingallgroups of the consumers in arousing their interest. TV remains the favourite media for advertisers.

AccordingtoAGBNielsen,advertisingbudgetintheperiodbetweenJanuaryandFebruaryof2010was worth 14.151 billion baht, an increase from last year’s 12.979 billion baht, or a growth of 9.03 per cent. The value of advertising through television grew 11.53 per cent, compared to 3.70 per cent for radio, and 13.75percentfornewspapers.Internetsawthehighestgrowthof80.77percentwhilemagazineshadthelowest growth of -12.15 per cent.

Television business In 2010, the Company invested in the replacement of news-production equipment for Nation Channel, a24-hourTVstation.Theoldanaloguesystemhasbeenreplacedwiththehighdefinitiondigitalsysteminorder to improve the quality of news and program production in an age of intense competition both in terms of content and technical quality. The changes allow Nation Channel to be in the same rank as international producersofTVprogramswhonowfocusonthehighdefinition(HD)format.AndtheCompanycannowoffer the news and information services to the audience more quickly and through all types of new media.


Overview of competition in the media business in 2003Tough fight for satellite TV, cable TV and “antenna-less world” Consumers are ready to accept new media and look for different and various kinds of content that cannotbeprovidedbyfreeTV.AsurveybyAGBNielseninAugust2009foundthat6millionhouseholdswatched satellite TV and cable TV. Of these, 1.96 million households subscribed to local cable TV, 2.2 million watched TV through KU-band satellite dishes, and 2.35 million through free-to-air C-band satellite dishes.

NBC has expertise and experience as a content provider, is well staffed, and well renowned as producer of quality news and documentary programs. The Company is preparing for introduction of a new satellite-based TV channel called “Mango TV”. It is a station of new breed of entertainment created under the concept of “Creative Lifestyle Entertainment Channel”. The new channel offers entertainment programs in a constructive way and in a broader scope other than movie stars and singers. It offers all stories of life that bring entertainment to everyone (Smart Entertainment and Smart Lifestyle), offers new trends in society with a modern view (Trend Setter), and promotes creativity and inspiration among the Thais (Creative Thinking and Inspiring Concept). So, the new channel is for consumers of all age groups who are young at heart. There aregurusandexpertsfromdifferentfields,aswellasmanyfamousprogramproducers.Thenewchannelisready for broadcast from May. Mango TV is broadcast through Old and New Media, and also offers various activities aimed at strengthening the station. These include activities organised by the Nation Group, such as theWorldFilmFestival,KomChadLuekAward,JudprakaiConcerts,aswellasnewlycreatedactivitiesallyear round, including roadshows to hangouts of the youths, educational institutions and constructive contests likeStreetFashionMangoAward.

Survey results on reception of TV signals





Radio business The Company also aims at expanding its network of radio broadcast for more access to the target groups. We also focus on news of current affairs and news/information programs, as well as documentaries. At present, we have two frequencies for radio production -- FM 90.5 MHz “Miti Khao” and FM 102 MHz “Working Station”. Moreover, we produce hourly brief news bulletins and 30 radio stations of academic institutions and communities all over the country.

Competition in the radio business is constant even though it is part of the Old Media. It is because a large number of community radios has been set up, resulting in more frequencies being added and interfering with the broadcast of mainstream stations. Moreover, advertising spending in the radio business is on a decline, forcing the radio stations to adapt in order to cope with the situation.

Nation Radio is coping with the changes by adding channels for broadcast and earning income. In addition to broadcasting through radio receivers, Nation Radio programs can also be received through the Internet and therefore are available anywhere in the world. You can listen to the programs live or from recorded audio files at the website www.nationradioonline.com And in 2010, Nation Radio also sends its signals onto satellite. Its programs from FM 90.5 MHz can be received through a C-Band satellite dish (black dish) and those from FM 102 can be received from a KU-Band satellite dish (yellow dish).

To earn income, in addition to reaching agency customers, we also approach other groups of our customers more directly. We organise activities other than radio programs in order to strengthen the brand and get closer to the listeners. Among the activities are seminars to educate people and to better respond to the needs by our customers and listeners.

Nation Radio also offers new channels through the new media, such as popular social media networks on Twitter (www.twitter.com/nation_radio) and Facebook (www.facebook.com/radio.nbc) in order to better access and understand our listeners, as well as to get two-way communications with them.

Overview of the communication industry In 2010, the telecommunications and communications industry has a tendency for a higher growth because it is necessary for all sectors of the economy and the consumers in general. The industry is part of the modern life’s need for convenience. Internet communications have seen a high growth of 50 to 80 per cent, particularly in the use of broadband that has seen much competition, with increasing numbers of users and decreasing prices.




2010 will also see an expansion of 5 to 10 per cent in the usage of Internet data services through mobile phones. This is due to the expansion of the EDGE/GPRS networks by the operators in order to access more users in the provinces where the basic telecoms network coverage remains limited. TOT PLC became the first operator to provide 3G, the latest generation of mobile communication technology, has caused the general public to better understand about the benefits of 3G. The Ministry of ICT expects to provide 3G services throughout the entire country in 2010.

The popularity of smart phones such as iPhone, Blackberry, HTC, Samsung and Nokia, as well as small “netbook” portable computers -- in addition to the fast development of technology and the availability of many applications that can better respond to the consumer’s needs -- have resulted in the higher access to the Internet through computers and mobile phones.

New media business NBC is a real pioneer in new media. We have constantly conducted studies and research on the development of various kinds of communication technology. The goal is to attain the maximum benefit for the consumers and the organisation as a content provider. We are strongly determined and dedicated to broadcasting news and information to the consumers in any possible forms of communication that are consistent with the ever-changing lifestyle of the modern generation.

At present, NBC offers news and information services in the forms of live broadcast, video on demand, print media, Internet and mobile phone. We also work with leaders in the production of mobile phones and digital media innovations, such as Nokia, HTC, Samsung and LG for newer and more modern ways of content presentation. Furthermore, we also stress on our strength as a leading content provider through the use of social media, with maximum efficiency, for broadcasting and business purposes.


1.1 Operation risk1.1.1Thecompany’sperformancedependsonadvertisingindustrysituation

Atpresentthemainstreamofthecompany’srevenueisfromadvertising.In2008and2009thetotalrevenue from television and radio advertising totals 238.81 million baht and 287.12 million baht respectively whichaccountsfor67.3%and61.3%ofthetotalrevenues.

The advertising industry situation changes in accordance with the nation’s economy. If the economic situation is improved, the advertising budget of commodity and service companies will rise as the consumers’ spending grows.

Consequently, the advertising sale revenue tends to rise. In contrast, if the overall economy is bad orimpactedbythenegativefactoraffectingtheconsumer’sspendingorconfidencei.e.increasedoilprice,uncertain political situation, the advertising budget tends to drop following the declining consumer’s spending. This, as a result, reduces the total advertising industry’s revenue.

Asopposedtothesecondhalf2009,thetotaladvertisingindustry’srevenueinthefirsthalfdeclined5%astheclientsdelayedtospendtheirbudgetandcampaignslaunching.Astheeconomyandpoliticalsituation started to pick up in the second half, marketing and advertising budget was spent, raising the total advertising industry’s revenue quickly. Refer to Nielsen Media Research, the overall advertising spending in 2009increasedtothesamelevelofthefigurein2008.Thetotalmediaspendingwas90,217millionbahtor0.11%growthindicatingthebettersituationoverthepastyear.OverallTVadvertisingremainedthetopspendingworth52,935millionbahtor3.52%growthandaccountedfor58.68%oftotaladvertisingspendingas it had an impact to access to all consumer segments. The same situation applied to new media channel suchas internetadvertising.Theadvertisingspendingon internethad50.58%growthworth259millionbaht. This new media channel became popular among agencies and companies. Therefore, as the company had a wide range of combined media channels, trustworthy program contents, experienced news crew and improved program presentation format, product and service quality to meet with target group’s expectation, the company believed that the above would more or less help reduce the impact of the advertising industry’s downturn caused by economic crisis.

1.1.2ChangeofcontractconditionorcontractcancellationoftradingpartnersAsthecompany’sbusinesswasinvolvedinprovidingandproducingnewscontenttobroadcast

through TV, radio and news media as well as co-producing or buying airtime from trading partners such as Free TV stations and being granted right to operate a radio station, some contracts made were short-term with approximate duration of 6 month to a year and would be renewed only when the contract ended which was a normal practice. Consequently, the company was at risk if the contract was not continued orcontinuedwithworsecondition.Thiscouldjeopardizethecompany’srevenueandcontinualoperations,particularly the existing 3 programs co-producing with and airtime buying from Channel 9.

Risk Factors


The company reduced such risks by creating trustworthiness, enhancing quality of news and information contentandcreatinguniquepresentationstylethroughTV,radioandnewmedia.Atthesametime,thecompanytendednottoattachitselftoanyonespecificmediachannelsoastodiversifytherisk.Thecompany also ventured for new trading partners to grow it revenue and reduce the risk from changing contractconditionorcontractcancellationofexistingtradingpartners.InJuly,2009thecompanylaunched2newprogramswithChannel11whichwereTrongPaoKaoPradenandJabKrasaeLareLoke.

1.1.3EntryofnewcompetitorsThe consequence of an act of legislation of organizations allocated in radio television and

telecommunication frequency and an act of legislation of broadcasting and television operation’s enforcement allowedqualifiedentrepreneurstoapplyforoperatinglicenses.Thus,aftertheselectionofsuchorganizationshad completed, there would have been more radio and television business entrepreneurs which could have an impact on the company’s operation in the future. New media business was facing with the same situation.Asconsumerschangedtheirbehaviorinconsumingnewsthroughnewdigitalmediachannelsi.e.website, mobile phone, the media agencies and companies became interested in using those channels to advertise their products and services, drawing a large number of new entrepreneur to the business and consequentlyafiercecompetition.

Nevertheless, being an operator to provide and produce news content and information through TV, radio and new media, especially a 24-hour news channel, required experiences, news crew, equipment andnewsdatabasewhichwasanadvantage to thecompany.Accompaniedby thecompany’snewsproduction policy to value and focus on in depth, correct, objective and rapid news presentation as well as to consistently improve program production and presentation, the company TV, radio and new media programs were highly valued by the consumers in terms of quality and trustworthiness. Regarding television business, the company maintained good relationships with cable TV operators nationwide and Thai Cable TVAssociation.ThishelpedreducetheriskofNationChannelbeingwithdrawnfromcableTVandsatellitesystems.

1.1.4AmendmentofanactoflegislationofoperatingradioandtelevisionbroadcastingThe operation of the company’s Nation Channel and radio programs was enforced by an act

of legislation of organizations allocated in radio television and telecommunication frequency and an actof legislation of broadcasting and television operation. The acts enforced the national broadcasting and television commission to do the national broadcasting and television master plan, allocate frequency in terms of broadcasting, grant operation license and supervise service connection of each operator.

However, the covenant of the new constitute in 2007 stated that the national broadcasting and television commission to be merged with the national telecommunications commission, resulting in the act of legislation of organizations allocated in radio television and telecommunication frequency and

Risk Factors


settingupindependentstate-ownedorganization,toallocatefrequencyandsuperviseradio,televisionandtelecommunications operations, being currently amended. During which, rules and regulations could be altered to either be more strict or more relaxed. In the case that the regulations became more strict, this could affect the company’s operation as well as other existing television and radio operators. Therefore, the company closely kept eyes on the updated situation and prepared the company to be ready should there be any changes in the future. Furthermore, the company had other sources of income to help reduce the risk should Nation Channel be affected.

1.1.5ExpansionofnewadvertisingmediaTechnological advancement at present created new media channels as options to advertise, apart

from the existing media such as television, printed media and radio. Website and out of home media are new options for advertising agencies and companies to choose from. This had an impact on advertising media market, being shared by new media channels, which could in turn affect the company’s mainstream television income.

However,thecompanywasconfidentthatadvertisingthroughtelevisionwouldcontinuetobepopular

amongconsumers.AGBNielsen’sstudyfoundthatamongothermediatheadvertisingspendingthroughtelevisionmediaremainedatthetop.In2009televisionmediaaccountedfor58.68%ofthetotaladvertisingmarketshare.Meanwhilethecompanyrealizedtherisksthatcouldtakeplacefromchangeintechnology,life styles or consumer preferences i.e. the consumers might change to access news and information from new media channels. Therefore, the company kept an eye on technological news and information updates and new media trend regularly as well as created and expanded new content format through new media channels i.e. news websites, news blog, SMS and MMS news via mobile phone to respond to the changing consumer’s needs.

1.1.6RetainingcapableandexperiencedhumanresourcesThe company’s success as quality, trustworthy and reliable news producer routed from the capable

and experienced human resources whether they were in news team, reporter team or producer team. They were the key enabling the company’s program to be unique i.e. in depth information, objective and up to minutepresentation.Thus,losinghosekeystaffwouldjeopardizethecompany’soperation.

Realizing the impact, the company emphasized on training new staff consistently by organizingtraining like “weaving the dreams of new reporters” as well as promoting teamwork as opposed to one man show. This, as a result, enabled the company to replace the key staff at once when they was a shortage without harming the business operation.

Risk Factors


1.2 Management Risk1.2.1Shareholdingbythemajorshareholder

Afterthecompanyhadsoldstockstothepublic,NMG,themajorshareholder,onMarch11,2010stillheld62.83%shareofthepaidupcapital,enablingNMGtostipulatepolicyandmanagethecompanyaswell as control the majority of the shareholders’ vote apart from casting vote in a few agenda i.e. amendment of memorandum of association, capital raising and reducing whereby the law enforced that three fourth of the total votes of shareholders attending the meeting must be made. This could obstruct other shareholders to gather the votes for check and balance of the issue that the major shareholder might propose.

NMG as the major shareholder sent 3 representatives to administrate the company of the total of 8directors.AtpresentthecompanyhadcrosstransactionwithNMGasbusinesscooperationi.e.barteradvertising space with airtime, buying news content from NMG’s the Nation to produce TV news program broadcasting on free TV, Nation Channel, up to an hour radio news and SMS news.

However, considering the company’s management structure which consisted of the company’s board of directors, executive committee and audit committee, it was clear that the company had laid the proper administrativestructurewithcapableresourcesinplace.Authorityofeachcommitteewastransparentlyandclearly set, balancing the power of representative directors from NMG. Furthermore, approval to perform cross transaction with directors, major shareholder, those who had power to control the business and thosewithconflictof interestshadtobemade inaccordancewith theSecuritiesandStockExchangeCommission’sprinciple.Thosewhohadconflictofinterestsinsuchitemwouldnotbeentitledtovoteforthespecificitemwhichwouldhelpreducetherisk.

Risk Factors


Name Shares % Holding

1. Nation Multimedia Group Public Company Limited 104,999,940 61.765

2.Mr.PrayutAuewattana 8,442,000 4.966

3.Mr.NarisJirawongprapa 2,800,000 1.647

4.Mr.ChaiyanAuewattana 2,300,000 1.353

5. Miss Sunisa Sukapuntavorn 1,895,882 1.115

6. Mr. Thanachai Theerapattanavong 1,808,044 1.064

7. Mr. Suthichai Yoon 1,622,238 0.954

8. Mr. Natee Panichewa 1,500,000 0.882

9. Mr. Duangrit Benjatikul 1,100,000 0.647

10. Mrs. Prapai Yuennan 1,023,600 0.602

Others 42,508,296 25.005

Total 170,000,000 100

Remark:Thefollowingareshareholdersinthesamegroupandwillcasttheirvotesinthesamedirection: - Nation Multimedia Group Public Company Limited - Mr. Thanachai Theerapattanavong - Mr. Suthichai YoonTheseshareholdersholdtotalof108,430,222shares,representing63.78%ofpaidupcapital.

ThetoptenshareholdersasofJanuary14,2010arerankedasfollows:

List of Major Shareholders


Nation Broadcasting Corporation PLC.’s board of directors strongly believes that good corporate governance principles and system will ensure the company’s effective, transparent and accountable management andraisethelevelofcredibilityandconfidenceintheCompanyasperceivedbyshareholders,investors,stakeholders and related parties. Corporate governance also promotes sustainable growth, which will contribute to the company’s success, and enable the company to achieve its ultimate goal of rendering the most optimizedvaluetoshareholders.

The company’s board of directors thus sets corporate governance policy in line with the Stock Exchange of Thailand’s code of best practices and is in charge of enforcing strict compliance to corporate governance policy, and periodically adjusting the policy to suit circumstances and meet shareholders’ expectations, ensuring shareholders’ interests are well protected. AnnouncedonMay20,2009andannuallyrevisedtobeinlinewiththeStockExchangeofThailand’scorporate governance principles for listed companies, the current corporate governance policy has been approved by the board of directors. The policy was then announced to staff at all levels to acknowledge and strictly adhere to.

In 2009 the company adhered to the Stock Exchange of Thailand’s corporate governance principles for listed companies in 2006 covering 5 areas namely; 1. Rights of Shareholders 2. Equitable treatment of shareholders 3. Role of stakeholders 4. Information disclosure and transparency policies 5. Board of Directors’ responsibility

Rights of Shareholders and Equitable treatment of shareholders TheCompanyrealizesthattheshareholdersareentitledtothecompany’sownershipright.Shareholderscontrol the management by appointing the company’s board of directors to act and make key decisions for them as stated in the corporate governance principles. The Company values and respects the shareholders’ rights by adhering to the principles regulated by law.

TheCompanyhasapolicytotreateveryshareholderwithequality.Realizingthattheshareholdersareentitledtotherightstoaccesstoreceivesufficientandtimely informationofthecompanyandthecompany protects the interests of the shareholders more than what is required by the law, Investor Relations Divisionwassetuptoprovideinformation,respondtoenquiriesandthewebsite:www.nbc.co.thpublicizesthe company’s information for investors both in Thai and English. The information provided includes latest informationandinvestor’snewsletter.Apartfromthat,theCompanyorganizesshareholder’smeetingtwice



a year according to the Stock Exchange of Thailand’s arranged timetable for shareholders to inquire, ask for explanation and express their opinions with equality.

The cross-transaction between the company and its subsidiaries The company has set the standard to oversee the cross-transaction between the company and its subsidiaries,jointventuresandaffiliateswiththesamestatuswiththepersonthatmayhavetheconflictofinterest,benefitsorpossibleconflictofinterestinthefuture.Shouldsuchcross-transactionarises,itmust follow the normal trading practice transacting with the third party. In the case that price cannot be comparedwiththethirdparty,bothinvolvingpartieswilljointlyconsiderandsettheappropriateprice.Auditcommittee shall examine the transaction and give opinions about the necessity of the transaction as well as the appropriateness in terms of prices.

In2009thecompanydidnothavecross-transactionwiththepersonthatmayhavetheconflictofinterest,benefitsorpossibleconflictofinterestinthefuture.Othercross-transactionitems,wherebythe appropriateness and transaction value being considered by audit committee, can be viewed in the accompanyingnotesasanintegralpartoffinancialstatements.

Policy to prevent the directors and management from abusing their power The Company sets Policy to prevent the directors and management from abusing their power as follows: 1 The directors and the management are required to report changes of their shareholding to the Securities and Exchange Commission. 2 Directors, management and any staff who have an access to inside information shall not disclose the inside information to the third parties. 3Directors,managementandanystaffwhohavebeeninvolvedinmakingthefinancialstatementor other relevant information shall not transact the company’s shares within one month prior to the date the financialstatementisannounced.

The Company has assigned its secretary to collect and update the directors and management’s shareholding information and such information shall be available for disclosure to the board of directors in the case that cross-transaction between the Company and / or relating directors or management arises.

Over the past years the Company has provided the directors’ shareholding transactions to the Securities and Exchange Commission and those transactions were not carried out one month prior to the datethefinancialstatementannounced.



Role of Stakeholders The rights of stakeholders will be protected in compliance with relevant laws. The board of directors approved to establish a procedure to foster cooperation between stakeholders and the company to enhance wealth,financialstrengthandsustainablebusinessforthecompany.

Insupervisingthecompany’sbusiness,stakeholdersareclassifiedinseveralgroupsasemployees,customers, shareholders, investors, trading partners, creditors, trade competitors, society, government agencies, neighboring communities and independent auditors. The Board of Directors has maintained a policy to protect the rights of each group of stakeholders in accordance with related laws or agreements shareholders have made with the company, and has aimed to boost cooperation between stakeholders and the company to ensureamoreproductiveperformanceandsustainablegrowthbydisclosingrelevantandsufficientinformation.Hence,theboardofdirectorssetEthicsoftheorganizationonApril21,2009(Ethicsofthecompany’sdirectors, management and employees can be viewed at www.nbc.co.th).

EthicsofNationBroadcastingCorporation’sdirectors,managementandemployeesconsistof:

1Ethicsonresponsibilitiestothemediaprofession Over the past 17 years, the company has strictly observed the code of conducts of media profession.

This is a major reason why the company’s media and staff have earned the credibility and trust from the societyinspiteofsomedifficultperiodswhentherewerepoliticalpressures.Ourstaffperformstheirdutyas the credible media without leaving any principles behind.

“Nation Way” code of conduct was drafted as the professional guidelines for the Group’s editorial staff at every level. The content covers the basic ethical standard for the “newsmen” at every level as well as how they behave in the public both on-duty and off-duty.

TheGroup’snewsstaffateverylevelshallstrictlyobservethefollowingprincipleswithoutanyexceptionssothatwecouldcontinuemaintainingthecredibilityandtrustofthesociety.

“NationWay”CodeofConductiscategorizedasfollows: 3.1 Ethical requirements of the media professionals 3.2 Ethics of Nation Group’s media 3.3 Responsibilities to the readers, listens and audience. 3.4Commitmenttothemediaprofessionandorganization 3.5 Guidelines for news reporting and desirable behavior with the sources 3.6Specialprivilegesandconflictofinterest 3.7 Guidelines for participating in political and social activities 3.8 Guidelines for the advertisement, marketing and sale departments. 3.9 Guidelines for copyrights and freelancing jobs 3.10Guidelinesforreportersinvariousfields



The company has the measures to prevent the problems from the libel and defamation charges arisen from news reports by providing the training course for the staff in the news department to keep them informed of the news reporting guidelines, undesirable statements and pictures.

2Ethicsonresponsibilitiestoshareholders The company determines to act in a trustworthy manner and ensure the best interests of the shareholders by placing high priority on the corporate steady growth and sustainable return. The company shall operate in a transparent manner with credible accounting system. The company’s Investor Relations Division was set up to communicate with the investors and shareholders who would like to make inquiries and seek explanation on relating issues.

3Ethicsonrelationstocustomers Thecompanydeterminestoensurethatthecustomersandpublicshallbesatisfiedwiththecompany’squality products and services with the reasonable prices. Besides, the company determines to maintain this positive and sustainable relationship with them.

Emphasizingonthecustomers’satisfaction,thecompanyconsistentlyorganizesaseriesofactivitiesto relate with each customer segment, particularly Nation Channel and programs on free TV viewers which accounts for a large number of the company’s customers. The company values the viewers’ satisfaction in terms of programs’ format and content. Invitations were made for the customers to participate in various activitiessuchas“ApartmentMaiBarn”seminar,“WeavingtheDreamsofNewReporters” trainingand“Producer Career Seedling” seminar. In addition, the company arranged tour programs for the viewers and the public to travel with its MCs and producers i.e. “Silk Road” of Cheep pa jorn lok with Suthichai Yoon broadcasting on Channel 9 and Nation Channel and Shantou Temple Tour in China.

4Ethicsonresponsibilitiestoemployees Thecompanyrealizesthathumanresourceisthemostvaluableassetthatdrivestheorganizationtoa success. Therefore, the company is determined to develop the quality of employees as well as enhance the corporate culture, ensure positive work environment, promote team work to build up the employees’ confidence,encourageanelectionofstaffrepresentativetoactivelyinvolveinmanagingstaffwelfaresasstipulated by law.

The company enabled its staff to express opinions, suggestion, and claims or inform of any irregularity to the management at various channels such as through the elected representatives who have monthly meeting withthemanagement.Theemployeescanalsoexpresstheirviewsthroughthewebsite:nationhousewhichis the intranet system or send the comments directly to the management via e-mail which is available on the intranet system.



No charge was made over the past year.

5Ethicsonrelationswithtradepartners,competitorsandtradecreditors Thecompanyrealizestheimportanceofequalityandhonestyinbusinesspracticeaswellasthemutualbenefitswith tradepartners.NationGroupstrictlyabidesby lawand regulationsaswellas thebusiness ethics. In regards to the competition, Nation Group adheres to the rules of fair competition and in regards to loans and repayment and trading partners, the company adheres to good practice and fair treatment respectively. The company does not have any dispute relating to trade partners, competitors, trade creditors and financialinstitutions.

6Ethicsonsocialresponsibilityandenvironment Being a multimedia company, the company shares the national concern over the quality of life and the information consumption of Thais. Therefore, the company has a mission to present quality and useful news to the society and public. The company also participated in the efforts to improve the living standard ofThaisociety.AsabusinessoperatorinThailand,thecompanycaresabouttheenvironmentalimpacttothe society as a result of rapid material development.

In 2009, the company was involved in the almost all aspects of community service activities (Detail asstatedinSocialContributionActivities).In 2009 the company enabled all stakeholders to submit complaints and suggestions to Chairman of the BoardorAuditDirectororIndependentDirectorthroughwebsite:www.nbc.co.th.

Informationdisclosureandtransparencypolicies Theboardofdirectorshasthedutytoprovideforthecompany’s information includingfinancialreportsandnonfinancialreportsinamannerthatisaccurate,complete,timelyandtransparentthroughtheeasy-to-access channel to the stakeholders on an equal footing.

To observe the corporate governance principles, the company requires the directors and management to report any changes of their securities holdings to the Securities and Exchange Commission and the Stock Exchange of Thailand as well as provide the copies thereof to the company’s secretary. The company’s secretary will provide for the document to the directors and the management in November so that they can update their information thereof. Then, the secretary will collect the shareholding reports to present to the board of directors once a year.



The company’s corporate supervision policy prohibits anyone in the company’s management or internal agencies who has an access to the inside information from disclosing such information to the outside parties ornon-relatedpersons,except for thecasewherethedisclosurewasmeanttobenefit thecompany’soperation. They shall be barred from transacting the company’s securities by using the company’s secret and/or the insider information in a manner to cause harmful effect to the company either directly or indirectly.

Inthepastyear,thecompanyhasdisclosedthecompany’sfinancialreportsandnonfinancialreportsfully, completely, timely, in a transparent manner and in accordance with the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand through the information disclosing channels of the Stock Exchange of Thailand the company’s website. The company fully complied with the Securities and Exchange of Commission and the Stock Exchange of Thailand’s requirements on the disclosure of information over the past year.

Thecompanydisclosesthefollowinginformationonwww.nbc.co.th: 1. Roles, duties and responsibilities of directors, executive directors, sub-committee and ChiefExecutiveOfficer 2.Listofcrosstransactionsorconflictofinterests 3. Business ethics 4. Corporate Governance Policy 5.Auditcommittee’scharter

BoardofDirectors’responsibilityRoles,dutiesandresponsibilitiesoftheboard The Board of Directors has an important duty in supervising the business operation to ensure the best interests of the company. The board of directors is accountable to the shareholders and independent from the management. The Board of Directors has clearly stipulated the duties and responsibilities of the board of directors, executivedirectorsandchiefexecutiveofficertoensuretheindependentjudgmentsoftheboardtoservethe best interests of the company and shareholders. Besides, the monitoring and supervision procedure is in place to ensure the company operates in a manner consistent with the relevant law and business ethics stipulated by the board.

Counterbalanceofnon-executivedirectors In 2009, the board of directors consists of 8 members, three of them are independent directors, and theotherfiveareexecutivedirectors.Independentdirectorsaccountformorethanonethirdintheboardto ensure the effective check and balance system.



The three independentdirectors are fully qualifiedaccording to theCompany’sdefinitionof theindependent directors and current requirements of the Securities and Exchange Commission in 2008. One of them is the chairman of audit committee and two of them are members of audit committee.

AppointmentoftheBoardofDirectors Accordingtothecompany’srequirement,onethirdofthedirectorsshallvacatetheirofficeswhentheir tenures end every year. The company can re-appoint the directors whose tenure end to their same positions again for another term. The company does not set the requirements on the term limit according to the requirement of the Securities and Exchange Commission. The company’s directors shall not hold the status as the directors of no more than 5 other listed companies on the Stock Exchange of Thailand concurrentlyandshallnotbethedirectorsincompetingcompaniesorhaveconflictofinterestwiththecompany’s business. In the case that the directors hold the position in other companies, those company names,typesofbusinessandpositionsofthedirectorsshallbedisclosedinthedirectorprofile.In2009,noneofthecompany’sdirectorsheldthepositionasthedirectorsformorethanfivelistedcompanies. High-level management of the company will not hold any position in other companies, except for the subsidiaries and the joint ventures. If any member of the high level management sits in the board of other companies, such service shall be reported in form 56-1.

ThecompanyhasappointedMissJurairatMaipranetasthecompany’ssecretaryin2009toperformthedutyaccordingtorelevantrequirementsstipulatedbytheSecuritiesandExchangeAct.Thesecretarysummarizestheimportantissuesregardingtheimplementationguidelinesandtherevisedrequirementsofthe Securities and Exchange of Commission and Stock exchange of Thailand as well as the newly-enacted laws that the board should be aware of in performing their duties. The secretary shall collect information regarding the directors and related parties, take care of the board’s activities and work with the management to ensure the board of directors’ resolutions have been duly executed.

The board of directors approves the important issues relating to the company’s operation such as thebusinessplan,theoperationbudget,financialgoal,andbusinessstrategythatthechiefofexecutiveofficerproposesaswellasregularlymonitorstheoperationsaccordingtopolicyandplans.

Sub-committee The company’s board of directors appointed the sub-committee to help them screen the information relatingtotheoperationsbysettingthequalificationsandresponsibilityintherequirementsforeachsub-committee. The members of the sub-committees are independent directors. Chairman of the board is not entitled to hold any position in the sub-committee. Sub-committees are chaired by independent directors.



The process to name sub-committees is transparent and without any interference from the management. The company’s board of directors didn’t set up a nomination committee to nominate the sub-committee members or the remuneration committee. Instead, the entire board of directors shall jointly nominate the namesandconsiderthequalificationsandappropriatenessofthenominatedcandidates.Then,thechairmanoftheboardshallproposethequalifiedcandidatestobeapprovedduringtheshareholders’meeting.Thesub-committee’s nomination is performed such way so as to ensure that they are capable, possess leadership quality, skills and experience, have vision as well as are able to devote their times and efforts to perform theirdutiesforthebestinterestsofthecompany.Asthecompanyisinmediabusiness,thedirectorsshall be objective, not taking side nor involving in any politics. Furthermore, they should have a thorough understanding of the media culture and business ethics.

Atpresent,thecompanyhasonesub-committee,namelytheAuditCommittee.Thedetailoveritsduties and responsibilities is appeared on the Chapter regarding the Structure of the Company’s Board of Directors.

ConflictofInterests TheBoardofDirectorsacknowledgestheimportanceofthepotentialconflictofinterest.Therefore,thecompany has announced the conflictofinterestpolicy which prevents the company’s directors, management and employees to operate the business which can be competing with the company. If it’s necessary to do so, the board of directors will ensure that the transaction will be transparent and fair. The consideration will be thorough as if the transaction was executed with the third party, whereby the directors, the management or the employees involved shall not be allowed to take part in approval process. Furthermore, the Stock Exchange of Thailand’s regulations shall be strictly observed. Related transactions between the company and its subsidiaries, or associated companies in 2009 were presented before the audit committee and the board of directors in February 2010 and the company has disclosed with details and necessary reasons in theAnnualDisclosureReport(56-1form).

InternalControlandAuditSystem Thecompany’sboardofdirectorhasrecognizeditsdutiesandresponsibilities,astheDirectorsofthelistedcompany,tosupervisetheCompanytopresentitsfinancialstatementswithcomplete,correctandtransparent accounting information in order to protect the company’s assets, prevent from corruption, irregular proceedingsandcrosstransactionthatmayleadtoconflictofinterests.Theboardadherestoaccreditedaccounting standard, applies appropriate accounting policy and consistently clings to it. Furthermore, the boardalsotakesintoconsiderationjustification,thecompany’sutmostbenefit,abidingtorelatinglawandregulations,discretion incompilingconsolidatedfinancialstatementsofthecompanyand itssubsidiaries,includinganyfinancialinformationpresentedinannualreport.



Inordertostrengthenthestakeholders’confidencetowardstheCompany’sfinancialreport,theBoardofDirectorshasappointedtheAuditCommittee,consistingofindependentdirectorswhosequalificationsmeettheStockExchangeofThailand’srequirementsandrelevantrulesandregulations.TheAuditCommitteehasthedutytoreviewtheaccuracyoftheCompany’sfinancialreport,itsoperationandthetransparent,correctandcompletedisclosuresofrelatedparties’transactionsortransactionsthatmayleadtoanyconflictof interest.TheAuditCommitteeensures that theCompany’s riskmanagementsystem, internalcontrol,internal audit and corporate governance are adequate, appropriate and effective, as well as the adequacy, completeness and suitability of monitoring procedures in compliance with laws of securities and exchange, regulations of the Stock Exchange of Thailand and relevant rules and regulations.

During2009,theAuditCommitteeconvenedfourtimesinordertoaccomplishitsdutiesasspecifiedintheAuditCommitteeCharter.TheonememberofAuditCommitteecannotattendedallmeetings.Inaddition, there were meeting agenda with independent auditor, key internal audit personnel, and top executives of the Company in the relevantmatters. The Audit Committeewas of the opinion that the Companyrecognizedthesignificanceofmanagingthebusinessundertheprinciplesofgoodcorporategovernancetogaintransparency,integrityandethics,whichwouldbolstertheconfidenceoftheshareholders,investorsandallrelatedstakeholders.Thisinturnresultedinanefficientandsufficientinternalcontrolsystem,andnoneofmaterialdeficiencywasfound.Connectedtransactionsthatmightleadtoanyconflictofinterestswereactual commercial transactions in the ordinary course of business, reasonable and none of materially irregular itemswasfound.TheCompanyhadcompliedwithlawsandrelevantregulations.Thefinancialstatementsfor the year ended December, 31 2009 of the Company were free of material misstatement, prepared fairly accuracy and in compliance with generally accepted accounting principles and adequately disclosed.

InMarch2009,theCompanyassignedDIAandAssociatesCo.,Ltd.(“DIA”)toperforminternalauditincorporation with the Company’s internal audit department in order to survey and evaluate the adequacy of all features of internal control system of the Company such as revenues, collection, costing, procurement, hiring andaccountpayable,chequepayment,financialreport,personnel,pettycashandadvance,andequipment.DIAissuedthereportcoveringsummaryoffindingsandrecommendationsoninternalcontrolissues,follow-upthe results of the management’s improved operations, assessment of risk management and assessment of overall internal control system. Overall, the Company had adequate and appropriate internal control systems. Regardingtheissuesrecommendedtobeimproved,themanagementandstaffhadimprovedandrectifiedaccordingtoDIArecommendations.

In the Board of Director’s meeting no.6/2009 on May 27, 2010, the directores accompanied with threemembersoftheAuditCommitteeco-consideredandassessedtheadequacyofinternalcontrolsystem.To proceed the evaluation process, the management and directors went through the inquiries in evaluation form of adequacy of internal control system by the Securities Exchange Committee in 5 aspects which



are1.)organizationandenvironment,2.) riskmanagement,3.)managementcontrol,4.) informationandcommunication and 5.) monitoring system. The Board of Directors was of the opinion that the Company’s overall internal control system was adequate and appropriate, monitoring process was set to supervise its operationthatwasabletosafeguardassetstopreventanyillicitorunauthorizedusebymanagementoremployees, and, in particular, the company had adequately internal control over connected transactions with main shareholders, directors, management, including related persons to those parties. In addition, it was noted that relevant important documents are released on time for examination by directors, external auditors, and anyauthorizedofficers.

The Company set up the procedures to review the adequacy of internal control systems in all aspectscontinuouslytoevaluatethesystemadequacyconsistentlyfollowingDIAreport.ToensurethattheCompany’s internal control is up-to-date and suitable to the changing situation, especially new business start-up, internal audit department was delegated to examine and set up internal control procedures to prevent possibledeficiencyandinefficiency.

FromtheauditoffinancialstatementsfortheyearendedDecember31,2009,theexternalauditorhasgiventheauditfindingsandrecommendationswhichreporteddirectlytoAuditCommitteeonFebruary23,2010.Thefollowingfindingswereimmaterialsotheywerenoimpactontheopiniongiventothefinancialstatements. 1. Long outstanding unearned revenues - the Company should examine and follow-up on unearned revenues consistently. The management agreed to take care of the case. 2. Unearned revenues from tie-in advertising amounting 3 million Baht which was the sharing revenue fromJulytoDecember2009andnowrittenconfirmationfromthecustomer-managementinformedthatit was due to the delay from customer and the management would follow-up on the case.

In 2009 internal audit division remarked on a few internal control systems. The company then issued operational manuals and procedures to control and expedite the remedies of such issues with the relevant departmentsasfollows: 1. Monitoring the collection of long outstanding receivables 2. Monitoring the collection of unearned revenues by expediting the process of contracts issuance to be able to invoice promptly 3. Sharing from advertising revenues from website had been paid to trading partners before the whole amount was collected. The management would examine its operation compared to contracts and it wouldberectifiedbythesecondquarterof2010.

BoardofDirectorsMeeting Board of Directors meetings is scheduled in advance with a minimum of once a quarter and special meetingsheldasrequired.Agendaareclearlyannouncedpriortothemeetingswithroutineagendaof



following up on the operational results. The company’s secretary is responsible for sending invitation letters informingapprovedagendabythechairmanandthechiefexecutiveofficertogetherwithrelatingdocumentto all directors 7 days in advance. This is to allow time for the directors to review the information prior to the meeting. Should any director wishes to propose additional agenda or requires the management to update the progress on any particular issue, he or she can inform of such intention to the chairman of the board or the company’s secretary.

Generally, each meeting takes 1-2 hours. The chairman of the board gives equal opportunity for all directors to independently express their ideas and opinions. The Board of Directors views that to prevent the unintentional leakage of information; the management will report the result of the company operation only in the month that the meeting being held. Independent directors and non-executive directors have met regularly to discuss the management issues without the presence of the management. Should there be any concerningissues,themanagementwillbenotifiedtosolveorimproved. In 2009, ten Board of Directors meetings were held, with written minute of each meeting. Meeting minutes are approved by the Board of Directors and available for inspection by directors and relating parties.

Attendanceforeachdirectorin2009isasfollows:

Name Position Attendance

1. Mr. Thanachai Santichaikul Chairman 10 10

2. Mr. Supong LimtanakoolIndependent Director and Chairman of TheAuditCommittee

10 7

3. Mr. Metha SoonthornjitIndependent Director and Member of TheAuditCommittee

10 8

4. Mr. Sivaporn ChomsuwanIndependent Director and Member of AuditCommittee

10 7

5. Mr.AdisakLimprungpatanakij President 10 10

6. MissAeumsreeBoonhachairat Director 10 8

7. Mrs. Lakana Ratwongsakul Director 10 8

8. Miss Naphaporn Ua-fua Director 10 9



TheEvaluationoftheDirectors’performance The board of directors arranges for self-performance evaluation of the entire board every year. In 2009 the evaluation was executed in December with the new evaluation format provided by the Stock Exchange of Thailand. The result of the performance evaluation is acknowledged in the board of directors’ meeting No.1/2010, on 23 February 2010 and will be used as a guideline to improve the board of directors’ performance.

Directors’remuneration The Company sets a clear and transparent policy regarding remunerations of Directors and Management. Set at competitive rates for this economic sector, remunerations are high enough to attract Directors who havetherequiredqualifications.Remunerationsareapprovedattheshareholders’meetings.Directorstaskedwith more responsibility and duties shall have appropriate level of remunerations in line with their newly-assigned duties and responsibilities.

TheCompany’sguidelinesfortheremunerationsofthechiefexecutiveofficerandthehigh-levelmanagement are in accordance with the terms and policies stipulated by the board of directors. The remunerationsreflectthecompany’sandindividual’sperformance.Thecompany’sboardofdirectorsevaluatestheperformanceofthechiefexecutiveofficerandassignsthechairmanoftheboardtoinformthecriteriaand result of evaluation to chief executive officer. The executive board shall approve the result of theperformanceevaluationofhigh-levelmanagementasproposedbythechiefexecutiveofficer.Theboardofdirectors assigned the executive board to consider appropriate level of remuneration to the chief executive officerandthehigh-levelmanagement.


In2009,remunerationsforDirectorsareasfollows:

AnnualRemuneration2009

RemunerationMeetingAllowance

Other Total

ChairmanofAuditCommittee:

- Mr. Supong Limtanakool 400,000.- - - 400,000.-

AuditCommittee:

- Mr. Metha Soonthornjit 300,000.- - - 300,000.-

- Mr. Sivaporn Chomsuwan 300,000.- - - 300,000.-

Name/Position



Note: Executive Directors are not entitled to director’s compensation.

DirectorandManagementDevelopmentPlan Every new director will attend the basic orientation program conducted by the chairman of the board, regarding the company’s nature of business, history, background, the company’s location and branches, thecorporatecultureaswellasbeingbriefedbythechiefexecutiveofficerandthecompany’ssecretaryregarding the company’s structure, supervision policy, internal control and relating document. The board of directors and high level management value training courses and seminars relating to enhancing directors’ knowledge and capability in performing their duties (Detail can be viewed in each director’sprofile).

The company has a policy to provide additional relevant information to the directors, the audit committee,thecompany’ssecretary,high-levelmanagementandtheinternalauditagencybyorganizingthe training courses and seminars with Thai Institute of Directors and other agencies i.e. seminar on new accountingstandard,newly-revisedlawontheSecuritiesandExchangeSupervisionActandstudyontheThai capital management.

Successionplans Thecompany’sboardofdirectorsrealizesthattheorganization’sefficiencyisaresultofitsstaff.Thesustainablegrowthofthecompanydependsonwhetherthecompanywillbeabletocreatethequalifiedpersonnel to execute the company’s mission and continue the intent of the founders as well as to pass on the good corporate culture to the next generations. The company therefore instructed the management to place the priority on the effective management and human resource development with clear directions to achieve the company’s vision, mission and value.

None None

AnnualRemuneration2009

RemunerationMeetingAllowance

Other Total

ExecutiveDirector: - Mr.Thanachai Santichaikul -Mr.AdisakLimprungpatanakij - - -MissAeumsreeBoonhachairat - Mrs. Lakana Ratwongsakul

- Miss Naphaporn Ua-fua

Total 1,000,000.- 1,000,000.-

Name/Position



NBC, as a provider of quality news and information programs, broadcasts through the old and new media. We are aware of our role and duty as the media in presenting information for positive thoughts and creativity for society. We have to instill those qualities in our country’s children in order that they become the force and value of the country in the future. The Company therefore organises activities and urges other companies and organisations totakepartinouractivitiesforsocialcauses.Theyareasfollows:

1. Activities to promote education for children 1.1A project to offer guidance for Mathayom 6 students about furthering their studies in the university level. The schoolchildren can take part free of charge. The project was organisedonApril10and11,2009attheCentaraHotel(22ndfloor)andtheCentralWorlddepartment store. High-school students were offered advice on how to select universities and areasofstudythatbestfittheirinterestandpotential.Thisisanimportantsteptohappilystudy in university and work successfully after graduation. More than 30,000 students took part in the event.

1.2Theprojectof12thtutoringMathayom6studentsforuniversitywith“Mama”.The tutoring focusedon the fivemajor groupsof university admissioncriteria forO-Net,Gat, Pat 1 and Pat 2. The tutors were experts in the respective subjects from universities and leading tutoring institutions. The event ran for six days from September 28 to October 3, 2009, and it took place simultaneously in four regions of the country. In the north, the event took place at Chiang Mai University, in the South at Prince of Songkla University, in the Northeast at Khon Kaen University, and in the Central region at University of the Thai Chamber of Commerce. The participating students were enrolled in the project free of charge and they obtained copies of studying handbook and sample exam papers. Students who could not join the tutoring classes in person could view the broadcast through broadband Internet connections from University of the Thai Chamber of Commerce to more than 140 schools in all regions of the country. More than 90,000 students took part in the project.



2. Activities to promote physical wellbeing The company wants people of both sexes and all age groups to spend their free time in a waythatbenefitstheirhealth.Andwewanttorevivethe popularity of basketball. When people in general play sports more, the Company expects people to learn about sportsmanship and how to win and lose gracefully. This in turn will help improve social unity and love between different groups of people, whichintheendwillbringmaximumbenefittothecountry.

2.1The6thnationalelderlybasketballchampionship. We worked with the Sports AuthorityofThailandinholdingtheeventatthebasketballcourtoftheNationTower.Wewanted to give the elderly an opportunity to meet with their peers who share the same interest of playing basketball. The competition took part in February and March 2009. There were more than 40 teams of men and women taking part in the tournament.

2.2TheCompanyworkedwithSiamUniversityinorganisingthesixthNation-SiamBasketballUniversityLeaguecompetitionfromJunetoSeptember.Teamsfrom19universities took part in the competition, which was held in the home-and-away format. The tournament was aimed at encouraging students from different universities to make new friends. There were also performances by students from the home teams during match intervals. The participating universities were Thammasat, Bangkok, Dhurakij Pundit, Srinakharinwirot, Rattana Bundit, Sripatum, Siam, Rangsit, Hatyai and Huachiew.


3. Social Contribution Activities VolunteeractivitiesbyOKnation.netbloggerswiththecommunity-servicemind 3.1Revivingamangroveforest,June20and21,2009.TheeventtookplaceattheSixthStationfor Development of Mangrove Forest resources in Tambon Bang Khun Sai of Phetchaburi’s Ban Laem District. The goal was to plant more trees in a mangrove forest that is a natural habitat and feeding ground of several kinds of animal. Hundreds of bloggers took part in the project and could grow several more mangroves. It was the second of a project that began in 2008.

3.2The “Weave theDreamsandShare the Love forChildren” four-teamcharity football.The OKUnited football team, which consists of bloggers who love the sport, join hands with their likeminded from online allies namely Sanamball.net, Trekkingthai.com and Thai Yamaha Motor in holding the charity tournament onSunday,August25,2009.Thepurposewastoraisefundsforconstructionofahygienicrunning-watersystem for schoolchildren at the Ban Wang Khon Phai School in Sukhothai. Teachers representing the school travelled to the tournament venue to accept the donation.

3.3Creatingartificialsaltlicksforelephants.TheOKnaturesociety, which consists of nature-loving andenvironment-friendlybloggers,organisedatriptobuildartificialsaltlicksthatserveasadditionalmineralsource for wild animals. The activity took place at the Laloeng Roi Roo forest protection unit of the Dong Yai Wildlife Sanctuary in Buri Ram on September 26 and 27, 2009. Wild animals such as elephants and gaurs in the sanctuary suffered from a shortage of minerals required for their bone, muscle and other growth. Representatives from OKnature also donated copies of a bird-watching handbook to the forest protection unit for future use.

4. Career Enhancement Career Seedling Project Nation Broadcasting PLC. by Nation Channel, Suan Sunandha Rajabhat University,ThailandCableTVAssociationandSangthongTechnologySchoolco-organizedCareerSeedlingProject:TVNewsProfessionals.ThisprojectaimedtogroomTVProfessionalsin5areasnamely1,100reporters and MCs, 300 news reporters, 100 producers, 300 cameraman and 200 Satellite installation and technicians.AsapartofCareerSeedlingProject,tuitionfeewaswaived.Instead,thetraineesreceivedTHB 4,800 per (including registration fee and transportation fee).



Structureofrevenuesfromsalesofgoodsandrenderingofservices Nation Broadcasting Corporation (Public) Company Limited and its subsidiaries structured revenues fromsalesofgoodsandrenderingofservicesbytypeofproductsandservicesasfollows:

2009 2008 2007

Amount % Amount % Amount %

Revenues from television broadcasting

327.96 70.02 310.22 87.43 292.33 89.36

Revenues from radio media 29.20 6.23 14.27 4.02 22.58 6.90

Revenues from new media business

106.50 22.74 17.51 4.93 11.70 3.58

Other revenues 4.72 1.01 12.83 3.62 0.51 0.16

Totalrevenues 468.38 100 354.83 100 327.12 100

Products/Services

Characteristics of Business


Attn. Shareholdersof Nation Broadcasting Corporation Public Company Limited

TheAuditCommittee TheAuditCommitteeofNationBroadcastingCorporationPublicCompanyLimitedcomprisesthreeindependentdirectors:Dr.SupongLimtanakool-CommitteeChairman;Mr.SivapornChomsuwanandMr.Metha Soonthornjit - Committee Members. During2009,theAuditCommitteearrangedfourmeetings,implementingtheresponsibilitiesspecifiedintheAuditCommitteeCharter.AllthreemembersoftheCommitteeattendedallfourmeetings,alongwiththecompany’s IndependentAuditor, InternalAuditManagerandChiefExecutives todiscussall relevantissues.

TheCommittee’sopinions: FinancialStatements:TheAuditCommitteereviewedallquarterlyfinancialstatements,includingtheAnnualFinancialStatementfortheyear2009,withmanagementandthecompany’sIndependentAuditor.Theauditinspectedthefinancialreportsofthecompanyanditsaffiliatestoensuretheyhadbeenorganizedcorrectly and properly, especially in their individual subject matter, in accordance with generally accepted accounting principles and that they disclosed all complete and credible information. In addition, the Committee reviewedtheinformationdisclosureandoperationsonmutualtransactionsbetweenthecompany,itsaffiliatesand its joint ventures, as well as connected transactions, in order to ensure the company had complied withandfulfilledallapprovedbusinesspracticesandregulationsasrequiredbytheSecuritiesandExchangeCommission (SEC) and the Stock Exchange of Thailand (SET).

InternalControlSystem:TheAuditCommitteeconsideredorganizationstructureofInternalAuditDepartmenttomakesureindependentofoperation.TheCommitteeconsideredtheInternalAuditSystemPlan for the Year 2009, with due concern for possible risk factors that might adversely affect the company’s operations. The Committee also made suggestions and provided guidance on adjusting the plan to be compatible the current situation. In addition, the Committee resolutely pursued the implementation of adjustmentsonsignificantissuesfortheadministrativesection,asspecifiedintheAuditReport.Fortheyear2009,theauditorcouldnotfindanymaterialdiscrepancyfortheinternalcontrolofthecompany.

CompliancewithlawsonsecuritiesandstockexchangeandtheregulationsoftheStockExchangeof Thailand, aswell as other laws relative to the company’s business : In February 2010, theAuditCommittee arranged a meeting with the Company Secretary and the company’s Legal Department, at which it was determined that the company had appropriately complied with all laws on securities and stock exchange and the regulations of the Stock Exchange of Thailand, as well as with other laws relative to the company’s business.

Audit Committee’s ReportFor the Year 2009


Auditors:TheAuditCommitteeareagreedthatthecompany’scurrentIndependentAuditorfortheyear 2009, Mr. Vichien Thamtrakul, auditor registration No. 3183, is a suitable, independent, knowledgeable andlong-experiencedauditor.Withregardtotheappointmentofthecompany’sIndependentAuditorfortheyear2010,theAuditCommitteeproposesthefollowingpersonsfromKPMGPoomchaiAuditCo.,Ltd.fordueconsiderationasthecompany’sIndependentAuditorfortheyear2010:Mr.VichienThamtrakul,registrationNo. 3183; Mr. Charoen Phosamritlert, registration No. 4068; Ms. Bunsri Chotphaibunphan, registration No. 3756.

ConnectedTransactions:TheAuditCommitteeconsideredallconnectedtransactionsthatmightcauseconflictsofinterestwiththecompanyandsubsidiaries.TheCommitteeshallexaminethetransactionand give opinions about the necessity of the transaction as well as the appropriateness in terms of prices by considering from relevant market factors and comparable prices with the third party. The Committee shall disclose the information for the relevant items according to the requirement of the Securities and Exchange Commission and the Stock Exchange of Thailand as well as the accounting standard as required by the Auditor Association and the Institute ofCertifiedAccountants andAuditors of Thailand. TheCommitteebelieves such the transactions are accurate, general business transactions that the company has implemented under the principles of Good Corporate Governance.

FromitsoperationsundertheauspicesoftheAuditCommitteeCharter,theAuditCommitteehasdetermined that the company has delegated the implementation of management under the principles of Good CorporateGovernancethateventuallycontributetotransparencyandintegrity.Thishasresultedinafirmtrustwithshareholders,investorsandrelevantpartiesandinaflawless,efficientInternalControlSystemofthecompany.Connectedtransactionsthatmighthaveconflictsofinteresthaveprovedtobeaccurate,generalbusinesstransactionsofareasonablenature.Additionally,noirregularmaterialtransactionshavebeenfound.It has therefore been determined that the company has properly complied with the relevant provisions of the law,aswellasappropriaterulesandregulationsofofficialregulatingorganizations.

TheFinancialStatementendingDecember31,2009,hasdisclosedsufficientinformationandcontainsnoproblematic situations, or transactions that couldmaterially affect the company’s financial statement,whichhasbeenorganizedcorrectlyinitssubjectmatterinaccordancewithgenerallyacceptedaccountingprinciples.

(Dr. Supong Limtanakool) ChairmanoftheAuditCommittee

Audit Committee’s ReportFor the Year 2009


TheCompany’sBoardofDirectorsrecognizesthesignificanceofitsdutiesandresponsibilities,asdirectorsofalistedcompany.TheBoardofDirectorsensuresthattheCompany’sfinancialreportcontainsaccurate, transparent and full accounting records that reflect theCompany’s actual financial status andoperationalresults.TheCompany’sfinancialstatementsareadequatelydisclosedtopreventanyfraudormismanagementofthecompany’sassets.TheCompanyadherestoconformwithrecognizedaccountingstandardsthatarefairandcircumspectinthefinancialreportingprocessesoftheCompanyanditsSubsidiariesin the year ended 31 December 2009. In order to strengthen the confidence of the shareholders, investors and other related parties,theBoardofDirectorsestablishestheAuditCommitteecomprisingindependentdirectorsfullyqualifiedinaccordancewiththerequirementsoftheStockExchangeofThailandandnotificationoftheCapitalMarketSupervisoryBoardtoreviewandensureaccuracyandsufficiencyofthefinancialreport,includingtransparentandcompletedisclosureofconnectedtransactionsortransactionswithpossibleconflictofinterest.TheAuditCommitteeensuretheCompany’sriskmanagementsystem, internalcontrol, internalauditsystemsand corporate governance are appropriate and effective in compliance with laws of securities and exchange, regulationsof theStockExchangeofThailand,notificationof theCapitalMarketSupervisoryBoardandrelevant rulesand regulations.TheAuditCommitteehadalready reported to theCompany’sBoardofDirectorsandpresentedthemwiththeAuditCommitteeReportasanaddendumtotheannualregistrationstatement (form 56-1) and annual report of the Company. The Board of Directors is of the opinion that the financial statements for the year ended 31December2009oftheCompanyandtheSubsidiaries,whichhavebeenreviewedbytheAuditCommitteeinconjunctionwiththemanagementandauditedbytheCompany’sauditor,reflectaccurateandcompletefinancialstatus,operationalresultsandcashflowinaccordancewithgenerallyacceptedaccountingstandards,rules, regulations and laws relating to the Company’s businesses.

ThanachaiSantichaikul AdisakLimprungpatanakij Chairman President

Report on Responsibilities of the Board of Directors towards the Financial Report for the year 2009


The Results of the Consolidated Financial Statements

TheconsolidatedfinancialstatementsofNationBroadcastingCorporationPublicCompanyLimitedanditssubsidiaryfortheyearended31December2009representedanoperatingprofitofBaht69.58million.An inclusionofnet tie-inadvertisement incomesharedatBaht3.47millionduring2007-2008and lossonsaleofobsoletestockofBaht4.02millionresultedanetprofitofBaht69.03millionintheyear2009.Comparedtothesameperiodoflastyear,itshowedanetprofitofBaht26.91million.ThesignificanceofCompany’soperatingresultswassummarizedasfollows:

Revenue from sales and services for the year 2009 was Baht 463.66 million, which increased by 35.58%comparedtothesameperiodoflastyear.Themainreasonswerefrom:-

- AdvertisingrevenuefromTVincreasedby15.00%.Thisincludednetadvertisementsharing income-Tie-of Baht 3.47 million during 2007-2008 as the Company reached the agreement with onePartnerCompanyregardingthebenefitsharingofTie-inadvertisementrevenuesforthethird quarter 2009. - AdvertisingrevenuefromRadiooperationsincreasedby104.09%duetohavinganewradiostation:

F.M.102.0MHz - NewMediarevenueincreasedby637.13%astheCompanyrestructuredtheoperationsofnew

media business.

Expensesfortheyear2009wasBaht397.53million,whichincreasedby22.89%comparedtothesameperiodoflastyear.Themainreasonswerefrom:- - Costofproductionincreasedby23.83%primarilyduetotheincreaseincostofnewmediaby 372.09%asaresultofnewmediaoperationsrestructuring.Moreover,therewerecostsofproductions for “Chao Khao Kon Khon Khao Chao” and “Mekong The Untamed”. - Sellingandadministrativeexpensesincreasedby19.01%mainlyfromlossonsaleofobsolete stock.

Conclusion: Thegroupreportedanoperatingprofitfortheyearended31December2009,whichrepresentedanoperatingprofitofBaht69.58million.Aninclusionofnettie-inadvertisementincomesharedatBaht3.47millionduring2007-2008andlossonsaleofobsoletestockofBaht4.02millionresultedanetprofitofBaht69.03millionintheyear2009.Comparedtothesameperiodoflastyear,itshowedanetprofitof Baht 26.91 million.

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Other Reference Persons

Security Registrar (Common Share)

Thailand Securities Depository Company Limited 62 The Stock Exchange of Thailand Building, 4th Floor, Rachadapisek Road, Klongtoey, Bangkok 10110 Tel : (66) 2229-2800

Certified Public Accountant

1. Mr. Vichien Thamtrakul Registration No. 3183 or 2. Mr. Charoen Phosamritlert Registration No. 4068 or

3. Mrs. Boonsri Chotpaiboonpun Registration No. 3756 KPMG Phoomchai Audit Company Limited 195 Empire Tower, 21st Floor, Sathorn Road, Yannawa, Bangkok 10120 Tel : (66) 2677-2000

Audit Fee

1. The audit fee of the Company and subsidiary for the year 2009 is Bt 870,000 2. Non-audit fee -None-

Financial Consultants

JayDee Partners Limited Ocean Tower 1, 11Flr. 170/29-30 Soi Sukhumvit 16 Ratchadapisek Rd. Klongtoey Bangkok 10140 Tel. (66) 2661-8803-5

Legal Consultants

1. Thanathip & Partners Legal Counsellors Limited 17th Floor, Tonson Tower 900 Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330 Tel. (66) 2689-49252. Pow&AssociatesLawOfficeLimited 2 Silom Center Building, 20th Floor, Silom Road, Bangkok 10500 Tel. (66) 2632-6697

Investor Relations

Mrs.Nongnat Hanwilai Senior Vice President - Organization Startegy & CSR

Nation Broadcasting Corporation Public Company Limited 1858/51-62 Nation Tower 12, 13Flr. Bangna-Trat Road, Bangna, Bangkok 10260 Tel: (66) 2338-3333 Ext. 3857 Fax: (66) 2338-3830 Email : [email protected] Website : http://www.nbc.co.th

Documents

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