MEMORANDUM OF ASSOCIATION

OF
GMM GRAMMY PUBLIC COMPANY LIMITED
The Memorandum of Association of the Company consists of the
following:
Clause
1.
The name of the company is
() which is named in English as GMM GRAMMY
PUBLIC COMPANY LIMITED
Clause
2.
The company has the purpose of offering shares to the public.
Clause
3.
The objectives of the company consist of 56 items as follows:
1. To purchase, obtain, lease, hire-purchase, own,
possess, improve, use or otherwise manage assets,
including benefits incurred from the assets.
2. To sell, transfer, pledge, mortgage, exchange or
otherwise dispose of any assets.
3. To operate as agent, broker, commission agent in all
types of trade and business excluding business of
insurance, soliciting members for any associations and
trade in securities.
4. To borrow and overdraw from banks, juristic persons or
other finance institution; and to lend money or otherwise
give credit, with or without guarantee; as well as to
accept, issue, transfer or endorse bills of exchange or
other negotiable instruments.
5. To establish its branch or representative office in
Thailand or Overseas.
6. To become a partner with limited liability and a
shareholder in a limited company.
7. To engage in the businesses of trading rice, rice product,
cassava, cassava products, maize, sesame seeds,
beans, pepper, jute, capoc, cotton, shellac, castor,
wood, rubber, vegetables, fruits, forest products,
medicinal herbs, animal hides, animal horn, live animals,
animal flesh, sugar, animal feed and agricultural
products of all kinds.
8. To engage in the businesses of trading in machinery,
engines, mechanical tools, labor saving devices,
vehicles, electricity generators, electrical goods,
refrigerator, air- conditioners, fans, electric rice-cookers,
electric irons, water pumps, heater, coolers, kitchen
utensils, hardware, copperware, brassware, sanitary
fittings, home fittings, furniture, electrical equipment, and
plumbing including spare parts and accessories for the
aforesaid goods.
9. To engage in the businesses of trading in fresh food,
dried food, pre-cooked food, frozen pre-cooked food,
tinned food, food seasoning, liquid refreshment, liquor,
beer, cigarettes and other consumables.
10. To engage in the businesses of trading in textiles,
yarn, garments, ready-made clothes, wearing apparel
and accessories, cosmetics, beauty aids and
accessories and other consumer goods.
11. To engage in the businesses of trading in
medicines for the curing and prevention of disease in
humans and animals, pharmaceutical products, chemical
substances, medical and pharmaceutical equipment,
fertilizers, herbicides and pesticides, all kinds of growth
agents for plants and animals, and scientific instruments
and equipment.
12. To engage in the businesses of trading in gold,
copper alloy, silver, diamond, precious gems and semi-
precious stones, including imitation thereof.
13. To engage in the businesses of trading in paper,
stationary, school books, printed forms, printed books,
educational materials, calculators, printers, printing
equipment and accessories, printed matter, newspapers,
filing cabinets and all kinds of office equipment.
14. To engage in the businesses of trading in
construction materials, construction equipment and
tools, implements used in construction, all types of
workmans tools, pigment and paint, painters
equipment, and all kinds of building ornament and
decoration.
15. To engage in the businesses of trading in plastics,
or other similar materials, either in raw form or
processed into articles.
16. To engage in the businesses of trading in latex,
cured rubber sheet, or other kinds of rubber, which are
produced by or derived from any part of the rubber tree,
including synthetic rubber and synthetic versions of the
said materials or goods made by scientific mean.
17. To engage in the businesses of a rice farming,
orchard gardening, growing plant crops, salt production
(from evaporation of sea water), forestry, rubber
plantation, raising animals and stock-raising business.
18. To engage in the businesses of rice mill, sawmill,
planning and impregnating timber mill, automobile body
builders, ceramic and glazed ware factory, pottery
factory, jute-bailing factory, vegetable oil extraction
factory, paper factory, gunny-bag factory, textile factory,
spinning factory, textile dying and printing factory,
rubber-tire manufacture and retreading factory, iron
works, metal casting and machine lathing, and
galvanized, pre-cooked food factory, liquor distillery, gas
factory, cigarette factory, sugar-mill, plastic goods
factory, metal-pressing and smelting factory, door and
window manufacture, glass factory, soft drink
manufacture, rubber casting factory, automobile
assembly factory.
19. To engage in the businesses of a printing house,
printing and publishing book service, printing and
publishing books for sale and newspaper publishing.
20. To engage in the business of ice factory.
21. To engage in the businesses of fishery, fishing
pontoons and fish trading on piers.
22. To engage in the businesses of stone blasting and
rock crushing.
23. To engage in the businesses of constructing
buildings, commercial buildings, residential buildings,
offices, roads, bridges, dams, tunnels and all other kinds
of constructions as well as all categories of civil
engineering work.
24. To engage in the businesses of mining, ore
extraction, ore conversion, fusing ores, dressing
minerals, mineral surveying, analyzing and examining
minerals, grinding ore and transportation of minerals and
ore.
25. To engage in the businesses of hotels, restaurants,
bars, nights clubs, bowling alleys, massage parlor,
cinema theatres and other kinds of theatres of
entertainment, vacation resorts, sport fields, swimming
pools.
26. To engage in the businesses of shipment
transportation and loading of goods and passengers on
land, on water or in the air both domestically and
internationally including the custom clearance service
and management of all kind of freight.
27. To engaged in the businesses of guided tours
including all kinds of business involved with guided tour.
28. To engage in the business of foreign currency
exchange (when permitted by the Ministry of Finance).
29. To engage in the businesses of import and export
of the goods stipulated in the objects for distribution.
30. To engage in the businesses of beauty salon, tailor
and laundry.
31. To engage in the businesses of commercial
photograph, the development, printing and enlargement
of photographs including the same for documents.
32. To engage in the businesses of film production and
distribution.
33. To engage in businesses of service station selling
petrol and providing repair, maintenance and inspection
services, lubrication, spraying and anti-rust treatment for
all kinds of vehicles, including the services of installation,
inspection and fixing of all kinds of casualty.
34. To engage in the businesses in legal, accountancy,
engineering and architectural fields, including
advertising.
35. To undertake a service business providing
guarantees for debt, liability or performance of the
contractual obligations of other persons, including the
guarantee for a person who has entered or departed the
country in accordance with the laws of immigration,
taxation and other laws. Using cash, checks, bills of
exchange and passbook of band or other financial
institution, saving bond, government bond, title deed or
other securities of the Company to guarantee the
individual or entity to do any legal act or bailing accused
person, defendant or any person arrested or detained by
the inquiry official , prosecutor, and court until the case is
finalized.
36. To undertake a service business of counseling and
making recommendations on problems related to work
management, commerce and industry, including
problems of manufacturing, marketing and distributing.
37. To engage in the businesses of collecting,
compiling, preparing, publishing and distributing
statistics, data and information concerning agriculture,
industry, commerce, finance and marketing, including
analyzing and assessing the outcome of business
transactions.
38. To engage in the businesses of a private hospital
and nursing home, of curing of the ill and people in pain,
and providing technical instruction and training in
medicine and health science.
39. To engage in the service business of being
manager who protects interests, collects and receives
the benefit and manages the properties of others.
40. To engage in the businesses of bidding for sale of
goods and hire of work in accordance with all of the
objects for any person, a group of people, juristic person,
government agencies and state enterprises.
41. To operate factory, hold ownership, recording, or
engage in any of business of voice such songs, music,
tempo, speech, or visual or visual & audio into cassette,
record, magnetic sound recording tape, magnetic picture
recording tape and other materials.
42. To engage in the businesses of manufacturer,
import, export, hire, hire-purchase, own, possess,
transfer, exchange or distribution, all kinds of cassette
tape, record, magnetic sound recording tape, magnetic
picture recording tape, voice recorder, VDO tape, CD,
tape, music instruments, telecommunication equipment,
electric appliance, electronic appliance, computer in
local and overseas, including projector or display with
audio and video tapes at any place, via wire or wireless.
43. To engage in the businesses of manufacturer,
production to order, purchase, sale, exchange, hire , let,
hire-purchase, or otherwise manage any businesses
related to TV programs, radio, cable TV, CCTV,
performances both visual and audio display. Including
advertising business, public relations via television,
radio, cable TV, movie, VDO, newspaper, magazine,
printed, documentary and any other media both local
and overseas.
44. To operate entertainment business and
consultation such as concerts, stage shows, plays.
45. To engage in any businesses of property,
purchase, sale, hire, lend, hire purchase, sale on
consignment, mortgage, exchange, acquire lands or all
kinds of properties related to business operation of the
Company.
46. The company is entitled to issue shares at a higher
price than the par value.
47. To operate radio broadcasting business or
television broadcasting business though atmosphere or
cable or conductor.
48. To engage in the businesses of transfer, being
transferred, purchase, procure, manufacture, record,
sale, public disclosure of the copyrighted works,
intellectual property rights for the commercial benefits by
mean of duplicating, adapting, public disclosure, lend,
providing exclusive or non-exclusive rights in local and
overseas. Proceedings for protection of the copyrighted
works and intellectual property rights, as well as, claim
damages from such violation.
49. To engage in the businesses of
telecommunications, transmission, broadcast of signal,
letters, numeral data, pictures, sound, code or other
mean to understanding meaning via one of the following
systems or altogether; wire or wireless, frequency, light
system, magnetic system, electrical system, or other
system including radio broadcasting, television
broadcasting, cable TV, satellite, E-commerce, all types
of electronic transactions in local and overseas.
50. To operate electronic payment service.
51. To operate a counter service for goods and
services bill payment, and being a manager and trustee
on all relevant benefits supervision and asset
management for other persons.
52. To operate business on membership service, fee
and advertisement collection, including issuing
membership or discount card, including a privilege card
for individual, a group of people or a juristic person.
53. To operate electronic commerce.
54. To operate business for development, consultation
or advice to general business entities on implementing
electronic commerce system.
55. To operate and manage exhibitions, expositions,
cultural fairs and festivals by arranging and providing or
selling space for the function or specific products
display; arranging for all genres of music festivals, soap
operas and films, for the objectives of entertainment,
meetings, seminars, product exhibitions, sports events
for government agencies, private entities or other
organizations, as well as supplying a variety of
equipment.
56. To provide advertising and public relations services
by speech, graphics, books or by other means, both
within the facilities and outside by using media such as
radio, television, post, films, videotapes, internet, books,
newspapers, etc. for government agencies, private
entities or other organizations.
Clause
4.
The
registered
capital is
636,317,936.00
baht
(Six hundred thirty six million
three hundred seventeen
thousand nine hundred and
thirty six baht)

Divided into
636,317,936
shares
(Six hundred thirty six million
three hundred seventeen
thousand nine hundred and
thirty six shares)
At the par
value of
1.00 baht (one baht)
Divided into

Ordinary
shares
636,317,936
shares
(Six hundred thirty six million
three hundred seventeen
thousand nine hundred and
thirty six shares)
Preference
shares
- share ( - )
Clause
5.
The head office of the company is situated in Bangkok.