Major Cineplex Public : The Minutes of the Annual General Meeting of Shareholders 2022

- Translation -

Minute of Annual General Meeting of Shareholder for the year 2022 of

Major Cineplex Group Public Company Limited

Held on Friday April 8, 2022

In the form of electronic meeting

According to the Emergency Decree on Electronic Meeting B.E. 2563, including other relevant laws and regulations ..................................................................................................................................................................................

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

• 1. Mr. Somchainuk

• 2. Mr. VichaEngtrakul PoolvaralukIndependent Director and Chairman of theBoard of Directors Director, Chairman of Executive Committee and Chief Executive Officer

• 3. Mr. Verawat Ongvasith

• 4. Mr. Chai

  Jroongtanapibarn

• 5. Mr. Satian

  Pooprasert

• 6. Mr. Kraithip

  Krairiksh

• 7. Ms. Chonthicha

  Chitraarporn

• 8. Mr. Prasert

• 9. Mrs. Oranuch

• 10. Mr. Thanakorn

• 11. Mrs. Paradee

Bunsumpun Apisaksirikul Puriwekin Poolvaraluk

Vice President, Executive Director Risk Management Committee and Nomination and Remuneration Committee Independent Director, Chairman of Audit Committee and Nomination and Remuneration Committee Independent Director, Chairman of Risk Management Committee, and Corporate Governance Committee Independent Director, Chairman of Nomination and Remuneration Committee and Audit Committee Independent Director and Chairman of Corporate Governance Committee, Audit Committee Independent Director

Independent Director

Director and Executive Director Director and Executive DirectorRemark: 100% of directors attended the Meeting.

The executive officer:

1. Ms. ThitapatIssarapornpat

Chief Finance Officer and Company Secretary

The legal consultants in attendance:

1. Mrs. KulkanitKhamsiriwatcharaLegal Consultant

Siam Premier International Law Office Limited The Secretary of the Meeting

2. Ms. PornpilaiKosonprapa

Siam Premier International Law Office Limited

The auditor in attendance:

1. Ms. TithinunVankeo

PricewaterhouseCoopers ABAS Co., Ltd.

The independent financial advisor in attendance:

1. Ms. SoranaPramongkitcha

KGI Securities (Thailand) Public Co., Ltd.

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,18396 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com หนา้ 1 / 10

Before the Commence of the Meeting,

the secretary of the Meeting declared that with the continually increasing epidemic situation of the coronavirus disease (COVID-19), the Company concerned about the health and safety of the shareholders including those who participated in the meeting. Therefore, in order to prevent and reduce the spread of the disease, the Company had held the Annual General Meeting of Shareholders 2022 in the form of an electronic meeting (E-AGM), which is in accordance with the Emergency Decree on Electronic Meeting B.E. 2563 and other relevant laws and regulations.

As of the date of determining the names of shareholders entitled to attend the meeting or the Record Date on March 3, 2022, there were 11,045 shareholders with the total of 894,667,502 shares. In this meeting, there were 39 shareholders attended the meeting in person, holding 337,644,851 shares, and 1,121 proxies, holding 234,993,532 shares. There were 1,160 shareholders attending the meeting in person and by proxy in total with the total number of shares attending the meeting and having voting right at 572,638,383 shares, equivalent to 64.0057% of the total number of issued shares. According to the Company's Articles of Association, Clause 34, stipulating that the shareholders' meeting must be at least 25 shareholders and proxies attending and the aggregate shares must not be less than one-third of the total number of issued shares in order to constitute a quorum. Therefore, from the number of shareholders attending the meeting with the number of shares, it was considered a quorum in accordance with the Company's Articles of Association.

The secretary of the Meeting introduced the directors and executives attended the meeting. In addition, the Company also invited the auditor from PricewaterhouseCoopers ABAS Company Limited, an independent financial advisor from KGI Securities (Thailand) Public Company Limited and the legal consultants from Siam Premier International Law Office Limited to attend the meeting. In this meeting, Inventech Systems (Thailand) Co., Ltd. is the organizer of the meeting system as well as checking the registration of the shareholders and counting the votes together with Ms. Pornpilai Kosonprapa in order for the shareholders' meeting to be transparent, legitimate and in accordance with the Company's Articles of Association.

The Meeting commenced at 10.00 a.m.

Mr. Somchainuk Engtrakul, the Chairman of the Board of Directors and Independent Director, acted as the Chairman of the Meeting opened the meeting and welcomed all shareholders to the Annual General Meeting of Shareholder of the year 2022. For the Meeting to be accurate, the Chairman requested Ms. Pornpilai Kosolprapha, the secretary of the Meeting, to clarify the agendas and the voting methods on each agenda to the shareholders.

In order to comply with the Good Corporate Governance Principles, the Company provided the opportunity to the shareholders to propose matters that deemed appropriate to include in the agenda of this Annual General Meeting of Shareholder, to nominate a person to be elected as a director and to submit questions about the meeting agendas in advance from November 29, 2021 to January 31, 2022 via the websiteswww.majorcineplex.comand www.set.or.th. There was no shareholder proposed any matter. Therefore, the meeting will be conducted according to the agenda specified in the invitation letter for the Annual General Meeting of Shareholders.

Voting Criteria and vote counting of shareholders are as follows:

1. The voting criteria according to the Company's Articles of Association stated that the shareholders have one vote per one share for voting in the meeting.

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,18396 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com หนา้ 2 / 10

• 2. Any shareholder who has conflict of interest in any agenda will not have the right to vote on that agenda. In this meeting, there were 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. For Agenda 2, an approval vote must not less than three-fourths of the total votes of the shareholders attending the meeting and having the right to vote, not include the shareholders who has conflict of interest. However, in this meeting, none of the shareholders had conflict of interest.

• 3. In voting, the secretary will ask the shareholders to select the agenda to vote, then the system will display the voting buttons as follows:

  • (1) "Approve" Green button

  • (2) "Disapprove" Red button

  • (3) "Abstain" Orange button

  • (4) "Cancel the latest vote" Blue button

  The vote counting will count only the shareholders who voted against and/or abstained in each agenda. Then such votes will be deducted from the total number of votes of shareholders attending the meeting and voting or having the right to vote, as the case may be. The remainder will be deemed as the votes agree with that agenda.

• 4. To vote through the Inventech Connect system, if the shareholder chooses "Cancel the latest vote" or not vote on any agenda, the Company will deem it as an agree vote to that agenda. Voting can be changed until voting is closed.

• 5. In the event that the shareholders wish to leave the meeting, they can select the icon "User" and press "Leave the Meeting". When the shareholders left the meeting, the system will remove the votes from the agenda. However, the number of shareholders and votes in each agenda may not be equal since some attendees may leave the meeting.

• 6. The secretary of the Meeting will report the meeting about the voting results of each agenda. The counting of voting result will include the votes of the shareholders attending the meeting both in person and by proxy. Each agenda will count the number of shares of current attendees on that agenda.

• 7. For inquiries during the meeting and prior to voting, the Company provided the opportunity to the attendees to ask questions related to each agenda. The attendees who prefer to inquire can do it through the Q&A menu by typing their name, last names and questions in the Q&A menu bar, then press send questions into the system. The Company will answer the questions in the meeting room on the agenda related to the questions. For questions that are not related to the agenda, the Company will answer them in other agendas. However, if there were a lot of questions sent, the Company reserves the right to consider and select the questions to be answered in the meeting room as appropriate. For other questions, the Company will contact the shareholders to answer them completely as well as presenting those questions and answers on the Company's website.

When the secretary of the Meeting had explained the voting criteria, then the Chairman proceeded the meeting according to the following agendas.

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,18396 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com หนา้ 3 / 10

Agenda 1 To consider adopting the Minutes of the Extra Ordinary General Meeting of Shareholders No.1/2021 held on August 27, 2021

The Chairman announced that the Company held the Extra Ordinary General Meeting of Shareholders No.1/2021 held on August 27, 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 2.

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 Extra Ordinary General Meeting of Shareholders No.1/2021 held on August 27, 2021, details of which are shown in attachment to the Invitation to Attend the Extra Ordinary General Meeting of Shareholders No.1/2021 held on August 27, 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 Extra Ordinary General Meeting of Shareholders No.1/2021.

Resolution: By majority vote, the Meeting has considered and resolved to approve and adopt the Minutes of the Extra Ordinary General Meeting of Shareholders No.1/2021, and the voting comprised of;

Approved	572,553,183	votes	or	100.0000	percent
Disapproved	0	votes	or	0.0000	percent
Abstained	0	votes	or	0.0000	percent
Voided Ballot	0	votes	or	0.0000	percent

of the total of shares of shareholders present and entitled to vote.

Agenda 2 To acknowledge the Company's Operating Performance of the year 2021

The Chairman assigned Mr. Vicha Poolvaraluk, Director, Chairman of Executive Committee and Chief Executive Officer, to report the result of the Company's operating performance of the year 2021 to meeting for.

Mr. Vicha Poolvaraluk, reported the result of business operation of the Company in 2021 To the meeting as detailed in the Annual Report 2021 which was attached together with the invitation in advance.

Mr. Vicha Poolvaraluk, invited Ms. Thitapat Issarapornpat, Chief Finance Officer, to report the company's actions regarding anti-corruption in the past year

Ms. Thitapat Issarapornpat, Chief Finance Officer, reported to the meeting regarding the Company's actions on anti-corruption that the Company has announced its intention to join the Thailand's Private Sector Collective Action Coalition against Corruption (CAC) on February 18, 2020. At present, the Company is sending document and required form for submission to CAC for consideration.

After the report on the Company's actions on anti-corruption, 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 chairman announced that this agenda is for acknowledgment; therefore, a vote is not required.

Agenda 3

To consider and approve the Financial Statements for the fiscal year 2021 ended December 31, 2021

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,18396 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com หนา้ 4 / 10

The Chairman assigned Ms. Thitapat Issarapornpat, Chief Finance Officer, to report the Financial Statements of the Company in the fiscal year 2021 ended on December 31, 2021 to the meeting for consideration.

Ms. Thitapat Issarapornpat, Chief Finance Officer, report that the Financial Statements of the Company in the fiscal year 2021 ended on December 31, 2021 which has been audited by the certified public accountant and has been reviewed by the Audit Committee of the Company, the details of which are shown in attachment to the Invitation, which are summarized as follows:

(Unit : Baht)

Financial Position	2021
Assets	16,519,465,555
Liabilities	9,232,652,096
Shareholder's Equity	7,286,813,459

(Unit : Baht)

Operating Results	2021
Revenues	3,009,512,783
Net Profit	1,581,450,356
Loss per share	1.77

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 and approve the Financial Statements for the fiscal year 2021 ended December 31, 2021.

Resolution: the Meeting has considered and resolved to approve Financial Statements for the fiscal year 2021 ended December 31, 2021 and the voting comprised of;

Approved	572,588,383	votes	or	100.0000	percent
Disapproved	0	votes	or	0.0000	percent
Abstained	0	votes	or	0.0000	percent
Voided Ballot	0	votes	or	0.0000	percent

of the total of shares of shareholders present and entitled to vote.

Agenda 4 To consider and approve dividend payment for the year 2021 and acknowledged the interim dividend payment

The Chairman assigned Ms. Thitapat Issarapornpat, Chief Finance Officer, to declare the dividend distribution for the year 2021 to the Meeting for consideration.

Ms. Thitapat Issarapornpat declared to the meeting that, The Company has a policy to pay dividends as announced at the rate of not less than 40 % of net profit after tax and legal reserves. The company has considered the future investment plan. and the need to reserve funds for business operations and expansion of the company's business and must not have any significant impact on the normal operations of the Company and its subsidiaries.

In 2021, the company has a net profit after income tax of Baht 1,581.45 million, representing earnings per share equal to 1.77 baht per share. The company can therefore consider paying dividends to shareholders in accordance with section 115 of the Public Limited Companies Act. 2535 (and as amended) and according to Clause 43 of the Company's Articles of Association, which stipulates that dividends shall not be paid from dividends from other types of money other than profits. By paying dividends to be divided by the number of shares equal share.

The company had provided to the shareholder meeting to acknowledged the interim dividend payment for the period from January to September 2021 at the rate of Baht 1.00 per share, which total amount of Baht 894,667,502 on December 9, 2021 and approved the dividend payment

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,18396 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com หนา้ 5 / 10