Major Cineplex : The Minutes of the Annual General Meeting of Shareholders 2021

- Translation -

Minute of Annual General Meeting of Shareholder for the year 2021

of

Major Cineplex Group Public Company Limited

Held on Friday 9 April 2021

At Major Cineplex Group Plc., Ratchayothin, (Theater No.14)

No. 1839, 1839/1, 1839/6 Phaholyothin Road, Ladyao, Jatujak, Bangkok

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

1. Mr. Somchainuk	Engtrakul	ChairmanoftheBoardofDirectorsandIndependentDirector
The directors who were present in the Meeting are as foll ws:
2. Mr. Vicha	Poolvaraluk	Director and Chief	Executive Officer
3. Mr. Chai	Jroongtanapibarn	Chairman of Audit Committee, Nomination and
4. Mr.	Kraithip	Krairiksh	Remuneration Committee, and Independent Director
		Chairman of Nomination and Remuneration Committee,
5. Ms. Paradee	Poolvaraluk	Audit Committee, and Independent Director
Director and Executive Director
6. Mr. Thanakorn	Puriwekin	Director and Executive Director
7. Mr. Satian	Pooprasert	Chairman of Risk Management Committee, Corporate
8. Ms. Chonthicha	Chitraarporn	Governance Committee, and Independent Director
Chairman of Corporate Governance Committee,
			Audit Committee, Risk Management Committee, and
9. Mr. Wichai	Poolvaraluk	Independent Director
Director
10. Mr. Prasert	Bunsumpun	Independent Director
1. Mr. Verawat	Ongvasith	Vice President, Nomination and Remuneration Committee,
The dir ctor who was absent from the Meeting is as follows:
Remark: 91% of directors attended the Meeting.	Risk Management	Committee, and Executive Director
1. Ms. Thitapat	Issarapornpat	Chief Finance Officer and Company Secretary

The executive who was present at the Meeting is as follows:

1The. Mslegal. KulkanitconsultantsKhamsiriwatcharawho were present at theLegalMeetingConsultantare as follows:

Siam Premier International Law Office Limited

The Secretary of the Meeting

2. Ms. Pornpilai KosonprapaLegal Consultant

Siam Premier International Law Office Limited

1The. Msauditor. Tithinunwho wasVankeopresent at the MeetingAuditoris as follows: PricewaterhouseCoopers ABAS 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

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The MeetingThe Secretarycommencedof theatMeeting10.00 declared.m. that as of the date of determining the shareholders who were entitled to attend the meeting or the record date on March 2, 2021, there were a total of 9,585 shareholders, a total of 894,667,502 shares. At the start of the Meeting, 28 shareholders, a total of 285,401,666 shares, attending the Meeting in person and 1,145 shareholders, a total of 354,354,988 shares, attending by proxy. There were a total of 1,173 shareholders and proxies registered and present, a total of 639,756,654 shares, equivalent to 71.5077 percent of the total shares issued with voting right, the quorum was formed pursuant to the Company's Articles of Association Clause 34, stipulating 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.

The Secretary of the Meeting then introduced the directors and executives present at the Meeting and on the stage. In addition, the company also invited auditors from PricewaterhouseCoopers ABAS Co., Ltd. and legal consultants from Siam Premier International Law Office. In this meeting, Inventech Systems (Thailand) Co., Ltd. together Ms. Pornpilai Kosonprapa, legal consultant, from Siam Premier International Law Office Limited had responsibilities for verifying the registration of shareholders and the voting.

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 Annual General Meeting of Shareholder for the year 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.

In order to comply with the good governance, the Company invited shareholders to propose any matter considered important and beneficial to the Company as an agenda for the meeting and propose qualified candidate to be nominated as a director of the Companyin advance from 10 November 2020 until 31 January 2021 on website www.majorcineplex.com and www.set.or.th. There are no any matters proposed by shareholder. The Chairman will conduct the meeting on the agenda as determined in the Invitation to Attend the Annual General Meeting of Shareholders year 2021. The voting criteria for the 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. If any shareholder wishes to ask any question or wants any Director or Executives to elucidate some issues, shareholder will be requested to write the question on a piece of paper and send it to the staff. At this meeting, microphone are not provided in order to avoid touching the common item and to prevent the spread of the Coronavirus 2019 (COVID-19). The Director will answer questions at the end of each agenda item or after considering all agenda.

3. At the meeting, there is no any shareholder who has a stake in a particular agenda. Shareholders, therefore, have voting right in all agenda.

4. In order to save valuable time of everyone, the chairman will ask in every agenda whether there are any shareholder who wish to object (disapprove) or abstain from voting. If there is no disapproval or abstention, the chairman will conclude that it will be deemed that the meeting unanimously resolves to approve such agenda. If there are any disapproval or abstention, the chairman will ask such shareholders, who wish to object (disapprove) or abstain from voting, record their disapproval or abstention from voting on the ballots previously given to the shareholders at registration by insert a check mark in the box you want on the ballot previously

given to the shareholders and raising your hand so that the employees of the company will collect the ballot for counting votes. For those who do not object (approve) or abstain, it will be considered that the shareholders approve the proposed agenda and the shareholders are not required to vote on the ballot. Votes of disapproval and abstention for each agenda would be subtracted from the

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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total number of votes of the shareholders attending the meeting and entitled to vote in order to summarize the results of the votes.

For shareholders appointed as proxies and having voted in proxy form, the company has collected and recorded the votes on the computer, the proxies attending the meeting are not required to vote. The shareholders who appointed the proxies but the vote has not been specified, the proxies are requested to vote according to the methods informed.

However, in order to be in line with the good governance of the Stock Exchange of Thailand; Agenda No. 5 to consider the election of directors to replace those retiring by rotation, shareholders, who wish to vote, agree, disagree or abstain, are requested to vote on the ballot distributed, then send to the Company's staff to collect for counting.

5. 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.

The Secretary of the Meeting invited the shareholders to be witnesses during the voting process. However, no shareholders volunteered to be witness during the votes counting.

After the secretary of the meeting clarified the voting methods on the agenda, the Chairman commenced the meeting on the agenda as follows:

Agenda 1

The ToChairmanconsiderannouncedadoptingthatthetheMinutesCompanyofheldthe the20202020AnnualAnnualGeneralGeneralMeeting of

Sh reholders held on 24 July 2020

Shareholders on 24 July 2020 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 2020 Annual General Meeting of Shareholders, details of which are shown in attachment to the Invitation to Attend the Annual General Meeting of Shareholders year 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 2020 Annual General Meeting of Shareholders held on 24 July 2020.

: By majority vote, the Meeting has considered and resolved to approve and adopt theResolMinutesionof the 2020 Annual General Meeting of Shareholders, and the voting comprised of;

Approved	640,897,794	votes	or	100.0000	percent
Disapproved	0	votes	or		0.0000	percent
Abstained	455,600	votes	or		-	percent
of the total of shares of shareholders present and entitled to vote.	0.0000	percent
Voided Ballot	0	votes	or

AgendaThe2 ToChairmanacknowledassignedtheMrCompany's. Vicha Poolvaraluk,OperatingDirectorPerformanceand Chiefof theExecutiveyear 2020Officer, to report the result of the Company's operating performance of the year 2020.

Mr. Vicha Poolvaraluk reported the result of business operation of the Company in 2020 which can be found in the Annual Report which was attached together with the Invitation.

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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The questions and suggestions raised are summarized below.
	, the shareholder, inquired as follows:
1. COVID-19 pandemic showed a rapid growth of Streaming Service. What impact is
Mr. Thawatchai Sirisubsatit
Streaming Service having on the Cinema Business?
2. What are the Company's key strategies that will be implemented to deal with the COVID-
19 pandemic?		the shareholder, inquired as follows:
1. Could the Cinema Business' revenues recover before the COVID-19 pandemic?
Mr. Pollapat Aramruangsakol,
2. Is there a new business trend instead of the Cinema Business?
, Director and Chief Executive Officer, clarified as follows:
1. Streaming Service is disrupting Cinema Business. Customers of Streaming are the same
Mr. Vicha Poolvaraluk
segments of the Movie Business. According the research, there is 50 percent of the number
of customers in Bangkok Metropolis applying the Streaming Service. However, there is not
exceed 40 percent of the number of customers in other provinces applying the Streaming
Service. This reflects the complex system for unfriendly subscribing the service. Noticeably,
the sale tickets of E-Riam-Sing the movie was not declined. The Company will try our best
to select the best quality movies and maintain the Company's market share to be not less
than 50%
2. The Company focuses on creating more Thai movies and expands to export of Thai movies
for supporting Thai movies industry. Also, the Company will do Popcorn Business, and add
distribution channels, for example, delivery and supermarket, etc. It is expected that the
present sale tickets around 30% will increase to reach around 50%.
However, non-popcorn business is in the process of development to accelerate the sale.
The Company has a solid plan to transform the business ie. Cashless Cinema (which will be
implemented within next year), e-Marketing (Mobile Marketing). This will help the
Company to reduce cost. Customers will also gain the good experience with more
convenient purchase of a tickets.
Mr. Vicha Poolvaraluk, Director and Chief Executive Officer, 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 in the process of preparing 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 approving the Financial Statements for the year 2020 ended The 31ChairmanDecemberassigned2020Ms. Thitapat Issarapornpat, Chief Finance Officer, to report the Financial Statements of the Company in the fiscal year 2020 ended on December 31, 2020 to the

meeting for consideration.

Ms. Thitapat Issarapornpat, Chief Finance Officer, report that the Financial Statements of the Company in the fiscal year 2020 ended on December 31, 2020 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:

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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			Statements of			2020	(Unit : Baht)
			Financial Position
		Assets			17,678,214,862
		Liabilities			11,052,179,890
		Shareholder's Equity			6,626,034,972
			Statement of			2020	(Unit : Baht)
			Comprehensive Income
		Revenues			3,765,227,271
		Net Loss			(527,492,608)
	The Chairman	asked whether any shareholder	wishes to make any question to the agenda.
		Loss per share			(0.59)
When it appeared that there were no further questions from shareholder, the shareholders were
requested to consider and approve the Financial Statements for the year 2020 ended 31 December
2020.	Resolution: the Meeting has considered and resolved to approve Financial Statements for
the year 2020 ended 31 December 2020, and the voting comprised of;			percent
	Approved	641,434,594	votes	or	100.0000
	Disapproved	0	votes	or		0.0000	percent
	Abstained	700	votes	or		-	percent
	of the total of shares of shareholders present and entitled to vote.	0.0000	percent
	Voided Ballot	0	votes	or

Agenda 4 To consider and approve no dividend payment and no allocation of net profits as The reseChairmanves asassignedrequiredMsby. Thitapatlaw Issarapornpat, Chief Finance Officer, to declare the

dividend distribution for the year 2020 to the Meeting for consideration.

Ms. Thitapat Issarapornpat declared to the meeting that, from the situation of coronavirus outbreak (Covid-19) and government measures to control the epidemic which affected the operations of the company, in 2020 the company has a net loss after income tax of Baht 527 million in approximate. The Company, therefore, propose to the Annual General Meeting of Shareholder to approve no dividend payment to shareholders.

Since the company has fully allocated the net profit as a reserve fund as required by law, the Company is not required to allocate the net profit from the 2020 performance as a reserve fund.

The questions and suggestions raised are summarized below.

, the shareholder, inquired as follows:

WhenMr. Thawatchaiwill the companySirisubsatitpay dividend again?

, Chief Finance Officer, clarified as follows:

TheMs. Thitapatcompany Issarapornpatwill consider to pay dividend based on its financial performance. clarifiedMr. ChaiasJrofollows:ngtanapibarn, Chairman of Audit Committee, and Independent Director, Dividend Payment depends on the Company's financial status that is enough for future fund reserve. Meanwhile, Thailand's domestic financial status is another key factor for consideration. If there is no crisis factor, the Company will consider to pay dividend to Shareholders.

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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