Major Cineplex : The Minutes of the Annual General Meeting of Shareholders 2023

				- Translation -
	Minute of Annual General Meeting of Shareholder for the year 2023
					of
			Major Cineplex Group Public Company Limited
			Held on Friday 7th April, 2023
			In the form of electronic meeting
	According to the Emergency Decree on Electronic Meeting B.E. 2563,
			including other relevant laws and regulations
	..................................................................................................................................................................................
1. Mr. Somchainuk	Engtrakul		IndependentDirectorandChairmanoftheBoardofDirectors
The directors who were present in the Meeting are as follows:
2. Mr. Vicha	Poolvaraluk		Director, Chairman of Executive Committee
3. Mr. Prasert	Bunsumpun		and Chief Executive Officer
	Independent Director, Vice President and
4. Mr. Satian	Pooprasert		Investment Committee
	Independent Director, Chairman of Risk Management
5. Mr. Chai	Jroongtanapibarn		Committee, and Corporate Governance Committee
	Independent Director, Chairman of Audit Committee
6. Ms. Chonthicha	Chitraarporn		and Nomination and Remuneration Committee
	Independent Director, Chairman of Corporate
					Governance Committee, Audit Committee and
7. Mrs. Oranuch	Apisaksirikul		Risk Management Committee
	Independent Director and
8. Mr.	Kraithip	Krairiksh		Chairman of Investment Committee
				Independent Director, Chairman of Nomination and
					Remuneration Committee, Audit Committee and
9. Mr. Verawat	Ongvasith		Corporate Governance Committee
	Director, Executive Director, Nomination and
					Remuneration Committee, Risk Management Committee
10. Mrs. Paradee	Poolvaraluk		and Investment Committee
	Director and Executive Director
11. Mr. Thanakorn	Puriwekin		Director and Executive Director
Remark: 100% of directors attended the Meeting.	Chief Finance Officer and Company Secretary
1. Ms. Thitapat	Issarapornpat
The executive officer:
1. Ms. Pornpilai	Kosonprapa		Legal Consultant
The legal consultants in attendance:		Siam Premier International Law Office Limited
2. Ms. Natcha	Wattanapoonchai		and The Secretary of the Meeting
	Siam Premier International Law Office Limited
1. Ms. Tithinun	Vankeo		PricewaterhouseCoopers ABAS Co., Ltd.
The auditor attendance:

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com

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Before Thet Commencesecretary ofofthemeetingMeeting,announced that with in order to maintain the meeting efficiency and fashionable for the present day, The company is aware of unnecessary expenses and convenience for all shareholders to attend the meeting including those who are involved in organizing the meeting. The company organized this meeting in a form of electronic meeting according to the Emergency Decree on Electronic Meeting B.E. 2563 and Public Limited Companies Act, (No.4) B.E. 2565 from 24th May 2022, including other relevant laws and regulations

As the company broadcasts video and audio conferences through electronic conference. systems from the company's headquarters. The shareholders have confirmed their identity and registered to attend the meeting in accordance with the details of the procedures as informed by the Company in Enclosure No. 1, which the Company had already sent to the shareholders together with the Invitation letter of the meeting.

As of the date of determining the names of shareholders entitled to attend the meeting or the Record Date on 9th March 2023, there were 11,853 shareholders with the total of 894,667,502 shares. In this meeting, there were 38 shareholders attended the meeting in person, holding 350,071,195 shares, and 304 proxies, holding 263,665,955 shares, Including 342 shareholders attending the meeting both in person and by proxy and including the number of shares attending the meeting and casting a vote of 613,737,150 shares or, 68.5994% of the total number of issued shares according to the Company's Articles of Association, Clause 34, stipulates that the shareholders' meeting must be a shareholder in person and by proxies attending at least 25 shareholders and must hold shares in total not less than one-third of the total number of issued shares by the company to constitute a quorum. Therefore, from the number of shareholders attending the meeting and the number of shares held a quorum was formed according to 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 an auditor from PricewaterhouseCoopers ABAS Company Limited and the legal consultants from Siam Premier International Law Office Limited to attend the meeting. Also this meeting, Inventech Systems (Thailand) Co., Ltd. Acted as the organizer of the meeting system as well as checking the registration of the shareholders and counting the votes together with Ms. Natcha Wattanapoonchai in order for the shareholders' meeting to be transparent, legitimate and in accordance with the Company's Articles of Association.

The MeetingMr. SomchainukcommencedEngtrakul,at 10.00 athe.m.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 2023. For the Meeting to be accurate, the Chairman requested Ms. Natcha Wattanapoonchai, to clarify the agendas and the voting Procedure 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 from 28th November 2022 to 30th January 2023 through the websites www.majorcineplex.com and www.set.or.th including to submit questions about the meeting agendas in advance via email since 16th March 2023. 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:

1. Casting a vote according to the company's regulations requires shareholders to have one vote per share for voting in the shareholders' meeting.

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com

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2. Any shareholder who has a conflict of interest in any agenda will not have the right to vote on that agenda. In this meeting, there are 7 agendas to be considered, whereby Agenda 1, 3 - 5, and Agenda 7 must be approved by a majority vote of the total votes of the shareholders who attend the meeting and cast a vote. Agenda 6 must receive approval votes of not less than two-thirds of the total number of votes of shareholders attending the meeting. However, there was no special interest in this meeting, so all shareholders were entitled to vote on every agenda. As for Agenda 2, It was an agenda for acknowledgment so no voting was required

3. In casting a vote, the secretary will inform the shareholders to select the desired agenda, then press the "Vote" button. The system will display all 3 channels for voting: agree, disagree, and abstain for shareholders or many proxies, The system will display all names of proxies by voting separately for each user account. If selected cancel the vote or abstain from voting. The company will assume that you agree with that agenda. Voting can be changed until the voting is closed.

4. Vote counting

- The company will deduct the disapproval and abstention votes from the total number of votes of the shareholders in attending the meeting and casting a vote, and the rest will be considered votes for "Agree".

- Shareholders who make a proxy for others to attend the meeting and as a voting form according to the wishes of the shareholders, the Company has taken the votes of agreeing, disagreeing, or abstaining according to the wishes of the shareholders were recorded in consolidated in the registration for voting the agenda.

- The secretary of the meeting informs the meeting of the voting results of each agenda. The votes counted will include the votes of the shareholders attending the meeting both in person and by proxies, with each agenda using the latest number of shares of attendees in that agenda.

- In case of Proxy, accepting proxies from many shareholders press the menu to select "Account" and click on the "Change Account" button to access other shareholders' accounts. Shareholders must remain on the agenda until the end of the agenda and must vote on each agenda before closing the vote on that agenda. In the event that shareholders left the meeting room or log-out from the system before closing the meeting vote on any agenda Shareholders' votes will not be counted as a quorum for such agenda and the votes will not be counted in that agenda. However, left the meeting or logging out of any agenda will not deprive the shareholders' rights or proxies to return to the meeting and vote on the next agenda in the system.

5. Q&A and comment procedure

- Before voting on each agenda The Chairman of the meeting will give the meeting attendees the opportunity to ask questions or express their opinions on issues related to that agenda as appropriate the shareholders can inquire through messages. In which the shareholders must choose the agenda that they want to ask questions, then press the "Question" button and type your question or comment and press send question. The company will answer questions in the meeting room on the agenda related to that question. The company reserves the right to consider selecting questions as appropriate. The company may bring your questions to answer at the end of the meeting or to answer 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

1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com

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Agenda 1: To consider adopting the Minutes of the Annual General Meeting of Shareholders

for year 2022 held on 8		April 2022
The Chairman	announced	that	the Company held the Annual General Meeting of
th
Shareholders for year 2022 held on 8		April 2022 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 enclosure No2.
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 considerth	and adopt the Minutes of Annual General Meeting of
Shareholders for year 2022 held on 8	April 2022, details of which are shown in attachment to the
Invitation to Attend the Annual General Meeting of Shareholders.
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 requested
the meeting to consider adopting the Minutes of the Annual General Meeting of Shareholders for
year 2022.
Resolution: the Meeting has considered and adopt the Minutes of the Annual General
Meeting of Shareholders for year 2022, by majority vote of the shareholders attending the meeting
with the right to vote in the amount of 345 persons, totaling 614,212,150 shares or 68.65% of the
total issued shares of the Company and the voting comprised of;	100.0000	percent
Approved	614,212,150	votes	or
Disapproved				0	votes	or	0.0000	percent
Abstained				0	votes	or	0.0000	percent
Voided Ballot				0	votes	or	0.0000	percent

AgendaThe2: ToChairmancknowledassignedtheMrCompany's. Vicha Poolvaraluk,OperatingDirector,PerformanceChairmanof theof Executivey ar 2022Committee and Chief Executive Officer, to report the result of the Company's operating performance of the year 2022 to meeting for.

Mr. Vicha Poolvaraluk, reported the result of business operation of the Company in 2022 To the meeting as detailed in the Annual Report 2022 which was attached together with the invitation in advance.

The Chairman 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 since the past year. The Company has joined the Thailand's Private Sector Collective Action Coalition against Corruption (CAC) and continues to encourage business partners to conduct business with transparency and continually oppose all forms of corruption for sustainable business cooperation.

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.

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com

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Agenda 3: To consider and approve the Financial Statements for the fiscal year 2022 ended 31st December 2022

The Chairman assigned Ms. Thitapat Issarapornpat, Chief Finance Officer, to report the Financial Statements of the Company in the fiscal year 2022 ended on 31st December 2022 to the meeting for consideration.

Ms. Thitapat Issarapornpat, Chief Finance Officer, report that the Financial Statements of the Company in the fiscal year 2022 ended on 31st December 2022 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			2022
		Assets			14,846,729,012
		Liabilities			7,625,249,154
		Shareholder's Equity			7,221,479,858
		Operating Results			2022	(Unit : Baht)
		Revenues			6,388,472,679
		Net Profit			252,145,319
The Chairman		Earnings per share			0.28
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 requested
thest meeting to consider and approve the Financial Statements for the fiscal year 2022 ended
31 December 2022.	the Meeting sthas considered and resolved to approve the Financial Statements
Resolution:
for the fiscal year 2022 ended 31	December 2022 by majority vote of the shareholders attending
the meeting with the right to vote in the amount of 346 persons, totaling 614,212,250 shares or
68.65% of the total issued shares of the Company and the voting comprised of;	percent
Approved		610,993,650	votes	or	100.0000
Disapproved	0	votes	or	0.0000	percent
Abstained		3,218,600	votes	or	0.0000	percent
Voided Ballot	0	votes	or	0.0000	percent

Agenda 4: To consider and approve the dividend payment from the operating results of the The yeChairman2022assigned Ms. Thitapat Issarapornpat, Chief Finance Officer, to declare the

dividend distribution for the year 2022 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 2022, the company has a net profit after income tax of Baht 252.15 million, representing earnings per share equal to 0.28 baht per share. The company can therefore consider paying dividends to shareholders in accordance with section 115 of the Public Limited Companies Act.

MAJOR CINEPLEX GROUP PUBLIC COMPANY LIMITED

Registration No. 0107545000047

1839,1839/1,1839/6 Phaholyothin Rd., Ladyao, Jatuchak, Bangkok 10900 Tel: [phone]www.majorcineplex.com

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