Major Cineplex Public : The Minute of the Extraordinary General Meeting of Shareholders No. 1/2021

- Translation -

Minute of the Extraordinary General Meeting of Shareholders No. 1/2021

of

Major Cineplex Group Public Company Limited

Held on Friday 27 August 2021

through electronic means

according to the Emergency Decree on Electronic Meeting B.E. 2563 and other related laws

and regulations

..................................................................................................................................................................................

The directors who were present in the Meeting are as follows:

1. Mr. Somchainuk	Engtrakul	ChairmanoftheBoardofDirectorsandIndependentDirector
2. Mr. Vicha	Poolvaraluk	Director, Chief Executive Officer, Chairman of
		Executive Committee
3. Mr. Verawat	Ongvasith	ViceChairmanoftheBoardofDirectors,Nominationand
		RemunerationCommittee, Risk Management
		Committee, and Executive Director
4. Mr. Chai	Jroongtanapibarn	Chairman of Audit Committee, Nomination and
		Remuneration Committee, and Independent Director
5. Mr. Satian	Pooprasert	Chairmanof Risk Management Committee, Corporate
		Governance Committee, and Independent Director
6. Mr. Kraithip	Krairiksh	Chairman of Nomination and Remuneration Committee,
		Audit Committee, Audit Committee, and Independent
		Director
7. Ms. Chonthicha	Chitraarporn	Chairman of Corporate Governance Committee,
		Audit Committee, Risk Management Committee, and
		Independent Director
8. Mr. Prasert	Bunsumpun	Independent Director
9. Ms. Oranuch	Apisaksirikul	Independent Director
10. Mr. Thanakorn	Puriwekin	Director and Executive Director
11. Ms. Paradee	Poolvaraluk	Director and Executive Director
Remark: 100%ofdirectorsattendedtheMeeting.
The executive who was present at the Meeting is as follow:
1. Ms. Thitapat	Issarapornpat	Chief Finance Officer and Company Secretary
The legal consultants who were present at the Meeting are as follows:
1. Ms. Kulkanit	Khamsiriwatchara	Legal Consultant
		Siam Premier International Law Office Limited
		The Secretary of the Meeting
2. Ms. Pornpilai	Kosonprapa	Legal Consultant
		Siam Premier International Law Office Limited
The independent financial advisors who were present at the Meeting is as follows:
1. Ms. Suwimol	Srisophachit	Independent Financial Advisor
		KGI Securities (Thailand) Public Company Limited
2. Ms. Sorana	Pramuanmitra	Independent Financial Advisor
		KGI Securities (Thailand) Public Company Limited
3. Ms. Pakamon	Vittangkul	Independent Financial Advisor

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,18396 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com

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KGI Securities (Thailand) Public Company Limited

Before the Commence of the Meeting

The Secretary of the Meeting declared that the outbreak of Coronavirus (COVID-19) has been spreading continuously, the Company is concerned for the health and safety of the shareholders and participants. In order to prevent and reduce the epidemic of the disease, the Company, therefore, arranged the Extraordinary General Meeting of Shareholders No. 1/2021 through electronic means according to the Emergency Decree on Electronic Meeting B.E. 2563 and other related laws and regulations.

On the record date on July 19, 2021, there were a total of 9,471 shareholders, a total of 894,667,502 shares. At the start of the Meeting, 11 shareholders, a total of 285,085,577 shares, attending the Meeting in person and 1,226 shareholders, a total of 418,702,272 shares, attending by proxy. There were a total of 1,237 shareholders and proxies registered and present, a total of 703,787,847 shares, equivalent to 78.6647 percent of the total shares issued with voting right. The Company's Articles of Association Clause 34 stipulates that there must be at least 25 shareholders including the proxies thereof (if any) and holding shares of not less than one-third of the total issued shares of the Company present in the Meeting in order to constitute a quorum. Therefore, the quorum was formed pursuant to the Company's Articles of Association.

The Secretary of the Meeting then introduced the directors and executive presenting at the Meeting. In addition, the Company also invited Independent Financial Advisor from KGI Securities (Thailand) Public Company Limited and legal consultants from Siam Premier International Law Office. In this meeting, Inventech Systems (Thailand) Co., Ltd. has set up the system for the Meeting and has worked together Ms. Pornpilai Kosonprapa, legal consultant, from Siam Premier International Law Office Limited, to verify the registration of shareholders and the voting in order that the Meeting shall be transparent, legitimate and shall comply with related laws and the Company's Articles of Association.

The Meeting commenced at 10.00 a.m.

Mr. Somchainuk Engtrakul, Chairman of the Board of Directors and Independent Director, presided as the Chairman of the Meeting declared the Meeting duly convened and informed the Meeting that the Company welcomed all shareholders to the Extraordinary General Meeting of Shareholders No. 1/2021. In order to comply with the good governance, the Chairman asked Ms. Pornpilai Kosonprapa to clarify the agenda and the voting methods on the agenda.

The method of voting and vote counting for casting in each agenda are as follows:

1. As for voting, the Company's Articles of Association has stated that all shareholders have one vote per one share for voting in the meeting.
2. Shareholders, who have conflict of interests on any agenda, have no right to vote on that agenda. In this meeting, there are 2 agendas to be considered. Agenda 1 must be approved by a majority vote of the total votes of the shareholders attending the meeting and casting their votes. Agenda 2 must be approved by vote of not less than three-fourths of the total votes of the shareholders attending the meeting and having the right to vote, excluding the votes of interested shareholders. However; none of the shareholders have conflict of interests on any matter in this Meeting.
3. For voting, the secretary will ask the shareholders to select the desired agenda, then the system will display the voting buttons as follows:
4. 1. Agree (green colour),
   2. Disagree (red colour),
   3. Abstain (orange colour).

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,18396 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com

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Only votes for disagree and/or abstention on each agenda would be counted and deducted from the total number of votes of shareholders attending the Meeting who vote or entitled to vote, as the cay may be, whereas the rest would be deemed as approval votes on such agenda.

1. For voting on Inventech Connect system, if shareholders press button, "Do Not Submit Vote", or do not press any button to cast a vote for any agenda, it shall be deemed that shareholders agree with such agenda. Shareholders can change their vote until the closing of voting session for each agenda.
2. In case of wishing to leave the Meeting, shareholders can select "User Icon" then press the button "Leave Meeting". If shareholders leave the Meeting, the system will remove their vote(s) from the agenda.
3. 
   However; the number of shareholders and votes may not be equal as some attendees have left the Meeting.
4. The secretary of the meeting will announce the meeting the voting result of each agenda by counting the votes of recent shareholders who attend the meeting in person and by proxy.
5. To raise questions during the Meeting and before the voting session, all participants were welcomed to in quire on matter related to each agenda by 2 channels as follows:
6. 1. Via menu Q&A by sending questions along with name-surname, then pressed send questions into the system. The Company would answer questions in the Meeting on the agenda related to that question. For questions that were not related to the agenda, the company would answer in other agenda. In the event that there were many questions, the company reserved the right to consider the selection of questions to be answered in the Meeting as appropriate. For other questions, the Company will contact the shareholders to answer completely. The questions and the answers will be shown on the company's website.
   2. Via VDO Conference by clicking "Raise Hand" sign then staff would inform the order to ask questions on chatting channel. All were required to turn on their cameras and microphones and declared their name-surname before asking questions.

Thereafter, the Chairman proceeded with the Meeting in accordance with the following

agenda:

Agenda 1 To consider adopting the Minutes of the 2021 Annual General Meeting of Shareholders held on 9 April 2021

The Chairman announced that the Company held the 2021 Annual General Meeting of Shareholders on 9 April 2021 and the minutes of the meeting has been recorded and submitted to the Stock Exchange of Thailand ("SET") and the Ministry of Commerce within the period of time prescribed by laws. It was also disclosed in the Company's website, www.majorcineplex.com, Details of which are shown in Attachment 1. The Board of Directors has also reviewed the accuracy of the said minutes and it has been stated correctly as the meeting has resolved in all respect before submitting to the SET and the Department of Business Development. The Board of Directors considered appropriate to propose the Meeting of Shareholders to consider and adopt the Minutes of the 2021 Annual General Meeting of Shareholders, details of which are shown in attachment to the Invitation to Attend the Extraordinary General Meeting of Shareholders No. 1/2021.

The Chairman asked whether any shareholder wishes to make any question to the agenda. When it appeared that there were no further questions from shareholder, the shareholders were requested to consider adopting the Minutes of the 2021 Annual General Meeting of Shareholders.

Resolution: the Meeting has considered and unanimously approved the minutes of the 2021 Annual General Meeting of Shareholders held on 9 April 2021 by majority vote of shareholders attending the meeting through online meeting and having the right to vote as follows:

Approved

703,790,249 votes or

100.0000 percent

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,18396 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com

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Disapproved	0	votes or	0.0000	percent
Abstained	0	votes or	0.0000	percent

Agenda 2 To consider and approve the sale of ordinary shares the Company held in SF, which constitutes as disposition of assets of the Company

The Chairman assigned Ms. Thitapat Issarapornpat, Chief Finance Officer, to declare the details of entering into the transaction.

Ms. Thitapat Issarapornpat has presented as follows:

The Board of Directors' Meeting No. 3/2021 of Major Cineplex Group Public Company Limited (the "Company") held on July 5, 2021 resolved to approve the entering into memorandum of understanding ("MOU") in relation to the sale of 647,158,471 shares in Siam Future Development Public Company Limited ("SF") representing 30.36% of the total issued and paid-up shares to Central Pattana Public Company Limited (hereafter known as "CPN") or any entities under CPN Group as designated which is not the Company's connected person. The sale and purchase price is Baht 12.0 per share in total amount of Baht 7,765,901,652. The Company has entered into the memorandum of understanding on July 5, 2021.

However; the Company will enter into the transaction once the Extraordinary General Meeting of Shareholders of the Company has resolved to approve of such transaction and other agreements (if any) as well as the prescribed pre-conditions have been fulfilled. The Company has signed the Share Sale and Purchase Agreement of SF with Central World Company Limited, a subsidiary of CPN, on 25 August 2021. The subject matter of the Share Sale and Purchase Agreement can be summarized as presented and disclosed through the website of the Stock Exchange of Thailand on August 25, 2021.

Such sale of ordinary shares held in SF constitutes as a disposition of assets of a listed company under the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 (2008) Re: Rule of Significant Transaction Constituting an Acquisition or Disposal of Assets and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E 2547 (2004) (the "Notifications on Acquisition or Disposition of Assets"). Upon calculation of the transaction size of such disposition of assets, the transaction size is equivalent to 73.60 percent (based on the reviewed consolidated financial statements of the Company ended as at 31 March 2021), which is the highest transaction size according to the Net tangible Assets or NTA criteria. In this regard, during the period of 6 months prior to the date of the resolution of the Board of Directors approving such transaction, the Company has not entered into any disposition of assets transaction. The sale of ordinary shares held in SF is thus constituted as category 1 transaction under the Notifications on Acquisition or Disposition of Assets. Hence, the Company has the duty to prepare reports and disclose the transaction to the Stock Exchange of Thailand and arrange for a shareholders' meeting for approval of such transaction whereby an affirmative votes of not less than three-fourths of the total number of votes of shareholders attended the meeting and entitled to vote excluding those of interested shareholders are required.

The Board of Directors and/or the Chairman of Executive Committee of the Company, or person(s) assigned by the Board of Directors or the Chairman of Executive Committee has been authorized to proceed with any acts necessary as the details shown in and document sent to shareholders together with the Invitation and the presentation at the Meeting.

The other information on the transaction are shown in the Information Memorandum on Asset Disposition by the Company as per Attachment 2 and Independent Financial Advisor's Opinion Report on the Acquisition of Assets as per Attachment 3 which have been sent to shareholders together with the Invitation.

In this regard, Ms. Thitapat Issarapornpat asked Ms. Sorana Pramuanmitra and Ms. Pakamon Vittangkul, Independent Financial Advisors ("IFA") from KGI Securities (Thailand) Public Company Limited to clarify the details of and provide opinions on the transaction which could be summarized as follows:

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,18396 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com

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Objective and Necessity of the Transaction

Objectives and necessities of the Transaction are to reduce the impact of the COVID-19 pandemic to the Company since SF operates the retail property/shopping malls development and management businesses and its revenues have fallen caused by COVID-19 pandemic, and the Company can use some of the cash flow received from this Transaction to pay loans to financial institutions and use it as funds for business expansion and use it as working capital in the business.

Before entering into the Transaction, the Company invested by holding 30.36% of ordinary shares in SF. After entering into the Transaction, the Company will no longer hold share in SF.

The Company plans to utilize the funding received from entering into Transaction as follow:

1. Repay interest-bearing debt approximately THB 2,300 million which is scheduled for repayment by 2021
2. To spare as working capital for the business approximately THB 2,200 million
3. To spare as funding for business expansion and any business opportunity in the future approximately THB 3,200 million
4. To partly pay dividends if the funding in article 2 and 3 have not been utilized.

Advantages of Entering into the Transaction

1. The Transaction will help reduce the interest bearing debt from the financial institutions and financial costs.
2. The Company can recognize gain from investment disposition in SF (after tax) approximately THB 2,824.0 million in quarter 3 of 2021.
3. The Company is able to utilize unused tax loss carry forward.
4. The Transaction will help improve liquidity and strengthen financial position of the
   Company.
5. The Transaction will help improve the return on shareholders' equity ratio (ROE) in quarter 3 of 2021.
6. The Company is able to utilize a part of funding received from the Transaction to invest in a potential business.
7. The Transaction will help improve the liquidity of the Company in order to cope with ongoing COVID-19 situation.

Disadvantages of Entering into the Transaction

1. The Company will miss the opportunity to recognize gain from investment disposition should there be any other buyer that offer better price to purchase SF shares than CPN.
2. The Company will not receive dividend from SF in the future.
3. The Company will not be able to recognize share of profit from SF in the future.
4. There are related expenses regarding the Transaction, such as financial advisor fee, legal advisor fee and fee for selling shares, etc.

Advantages of Not Entering into the Transaction

1. The Company will have an opportunity to recognize additional profits from SF's development and management of shopping mall business after the COVID-19 outbreak has eased.
2. The Company will have an opportunity to recognize gain from investment disposition should there be any other potential buyer that offer better price to purchase SF shares than CPN.
3. The Company will receive a dividend from SF in the future.
4. The Company will be able to recognize share of profit from SF in the future.
5. There will be no related expense regarding the Transaction.

Disadvantages of Not Entering into the Transaction

1. The Company will lose an opportunity to reduce the interest bearing debt to the financial institutions and also financial costs.

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,18396 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com

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