Financial Highlights

As of December 31 2011 *2012 2013 Revenue Bt.million 6,7486 ,965 7,711 EBITDA Bt.million 2,127 2,328 2,542 Net profit Bt.million 7828 46 1,052 EBITDA margin3 2% 33%3 3% Net margin 12%1 2% 14%

Total assets Bt.million 10,988 11,330 13,630 Total liabilities Bt.million 4,9315 ,369 7,530 Total equity Bt.million 6,0565 ,961 6,099

Number of shares million 881.98 87.6 887.6 Lifestyle Book value Bt. 6.87 6.72 6.87 Earnings per share Bt. 0.90 0.96 1.18 entertainment Divendend per share Bt. 0.82 0.87 1.00 Dividend payout9 1% 91%8 5%

Net interest-bearing D/E 0.42 0.40 0.70 Return on assets 7% 7% 8% Return on equity 13%1 4% 17% )

EBITDA (Bt.million EBITDA 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 MILESTONE January 2013 Contents • Opening of EGV Cinema at Lotus Mae-Sod with 4 theaters. • Opening Major Cineplex at Big C Roi-Et with 5 theaters. • On 8 January 2556, the Company established a subsidiary company, Major Holdings International Company Limited (“MHD”) as an investment company with the registered capital at 1 million Baht; the Company has the shareholding proportion at 99.96%. • Two subsidiaries decreased the registered ordinary shares: - Chiang Mai Cineplex Co., Ltd. reduced its share price from 25 baht per share to 7 baht per share for 200,000 shares, totaling Baht 3.6 million. - Udon Five Star Cineplex Co., Ltd. reduced its share price from 25 baht per share to 7 baht per share for 390,000 shares, MESSAGES GOVERNANCE Baht 7.02 million. February 2013 05 Chairman of the Board of Director 28 Good Corporate Govenance • Opening Major Cineplex at Lotus Nakhonsawan with 4 theaters. April 2013 06 Chairman of the Executive Commitee & CEO • Opening Major Cineplex at Central Plaza UbonRatchathani with 7 theaters. 37 Corporate Management Structure • Opening Major Cineplex at Lotus NongbuaLamphu with 4 theaters. PEOPLE • On 3 April 2013, the Annual General Meeting of Shareholders has approve the decrease of the registered capital from Baht Internal Control 904,500,990 to Baht 896,266,347 by eliminating the remaining registered ordinary shares amount of 8,234,643 shares at the par value 42 of THB 1 per share, at the total amount Baht 8,234,643 due to the expiration of the warrants (ESOP - W3). The company registered 08 Directors & Management Team the decrease of the registered capital at the Ministry of Commerce on 24 July 2013. Human Resources • On 3 April 2013, the Annual General Meeting of Shareholders has approved to pay the remaining dividend from the results of ORGANIZATION 44 business operation for the period of July 2012 to December 2012 at the rate of Baht 0.48 per share, totaling Baht 425.95 million. The Company has scheduled the record date on 5 March 2013 to determine the shareholders entitled to receive dividend. The 45 Related Transactions dividend payment shall be made on 2 May 2013. 12 Organization Chart May 2013 • On 3 May 2013, the company purchased 99.99% of share in Digital Projector Management Company Limited (“DPM”), which is a Group Structure 52 Major Shareholders service provider for projector and system management, totally value at Baht 5 million. 14 • On 15 May 2013, the Company purchased additional shares in PVR BluO Entertainment Limited (“PVR BluO”) to retain the General Information of Company, percentage of shareholding at 49% as of Rupee 67.30 million or equal to Baht 38.70 million. Subsidiaries, Associates & Joint Ventures 53 Employee Stock Option Program • On 15 May 2013, the company issued 3-year debentures which can be characterized as an amortization, bullet payment, unsecured, 16 with Debentureholders’ representative for Baht 800 million and the fixed interest rate was paid at 3.54% per annum. BUSINESSES CORPORATE SOCIAL RESPONSIBILITY June 2013 • Opening Major Cineplex at Robinson Sakonnakhon with 4 theaters. Corporate Social and Environment Responsibility August 2013 18 Cinema 54 • Opening Major Cineplex at The Sky Ayutthaya with 4 theaters. FINANCIALS • On 9 August 2013, the Board of Directors has approved to pay the dividend from the results of business operation for the 20 Bowling, Karaoke & Ice Skating period of January 2013 to June 2013 at the rate of Baht 0.50 per share, totaling Baht 443.78 million. The Company has scheduled the record date on 28 August 2013 to determine the shareholders entitled to receive dividend. The dividend payment shall be made on Management Discussion & Analysis Advertisng Services 57 6 September 2013. 22 September 2013 Audit Committee Report Rental & Services 59 • Opening Major Cineplex at Big C Suphanburi with 4 theaters. 23 October 2013 Responsibility Statement • Opening Major Cineplex at Lotus Klaeng with 4 theaters. Movie content 60 24 • On 3 October 2013, a subsidiary made additional investment in Subsidiary “TLO” of 0.04 million shares totalling Baht 4.00 million. The 61 Auditor’s Report acquisition resulted in the change in shareholding percentage from 80.00% to 90.00%. The difference from additional investment 25 Strategic Investment of Baht 5.21 million was recognized as “Change in parents’ ownership interest in subsidiaries” presented under shareholders’ equity. 62 Financial Statement November 2013 26 Risk Factors • Opening Major Cineplex at Robinson Saraburi with 6 theaters. Notes to the Financial Statement • Opening Major Cineplex at Central Festival Chiangmai with 10 theaters, for digital 2D, 3D, 4DX and three-dimensional IMAX 71 plus an ice-skating rink. December 2556 • Opening the new brand, Hatyai Cineplex at Central Festival Hatyai with 10 theaters, for digital 2D, 3D, 4DX and three-dimensional IMAX with a 15-lane bowling and 10 karaoke rooms under the Blu-O Rhythm and Bowl plus an ice-skating rink. • During the year ended 31 December 2013, the Company made an additional investment in M Picture Entertainment Public Company Limited (“MPIC”) of 165.89 million shares for a total of consideration of Baht 426.87 million. Consideration paid included cash payment of Baht 383.43 million (mainly through tender offer) and exchange of ordinary shares of subsidiary “TLO” and joint venture “MKB” totaling amount Baht 43.44 million. The acquisition resulted in the change in shareholding percentage from 67.86% to 91.37%. • Gradual change of the investing fund in Siam Future Development Public Company Limited (from January – December 2013) by additional purchase of 102.97 million shares (7.80 baht per share), equivalent to 526,84 million baht while selling 30.52 million shares at the amount 313.03 million baht, The Company received a share dividend of 29.48 million. The cause resulted in the change in shareholding percentage from 20.49% to 23.72 %.

02 ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 03 04 MESSAGES BY I BY “BUILDING MOVIECULTURE ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. NNOVATION” SOMCHAINUK ENGTRAKUL CHAIRMAN OFTHEBOARDDIRECTOR role to promote Thai movie industry to flourish in both quantity business forrobustgrowthandcontinuestoplayanimportant new industrytrendofmoviedigitalization. digital entertainmentworld.Thisisthesynchronizationwith adapts ourselvesintoDigitalPlatformthenewdimensionof before the production is completed. In this backdrop, Major methods areabletoenhancepopularityofthemovies,even and promoted via various channels of online media. Such online socialnetworks.Accordingly,manymoviesareintroduced media and they tend to spend more and even more time with generation people prefer consuming information from online At present, digital communication provides fimovie - lovers relevant businessestounleashitspotentials. moviegoers withbetterexperience.Italsodevelopedother branch expansionandintroducednewtechnologytocater role ofMajorinentertainmentindustry.hadlargest with support in all fronts. I am deeply grateful in your confidence in and otherpartiesconcernedfortheirtrust,assistance thankfulness toourclients,staffs,shareholders,businessalliances this industryasawhole. provinces. Thiswillbethefoundationforfurthergrowthof and quality.Italsoplanstoexpandthebranchesother us andcontinuetobelievethatsuchcooperationwillbeendless. For 2013 policy, Major plans to deepen the root of principal For 2013policy,Majorplanstodeepentherootofprincipal The year2013wasevidentinunderscoringtheleading On behalfofthemanagementteam,Iwishtoexpressmy quick access to movie information. Evidently, new- CHAIRMAN OFTHEBOARDDIRECTOR SOMCHAINUK ENGTRAKUL ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. Best regards,

05 MESSAGES 06 MESSAGES Chairman oftheExecutiveCommittee&CEO Vicha Poolvaraluk customers. Digital RealD,2D,3D,4DX,IMAXtobestserveour employed. Wehavespecialorexclusiverelationshipswith Thailand, weleadinmarketshareandtechnology topic ofnumerous,favorableinternationalreports.In the paramountleaderinThaimovieindustryand appealing. OurconsistenttransformationhasmadeMajor countries butonlywhentheeconomicsandtermsare In2014,Majorplans toexpandotherASEAN overwhelming. and informationtoourclients.Theresponsehasbeen and Line, as vehicles to economically carry our news, offers social mediaoptionssuchasFacebook,Instagram,Twitter For publiccommunications,weincreasinglyuseadvanced enables greater effiffiiciencies and better advertising revenues. our postersandbannerstosuperiordigitalsignagethat kiosks. Even in our in-theater communications, we converted much of our ticket sales at box offiffiices to automatic E-ticket due to the new flexibility and ease of operation. We shifted overhead whilegainingincreasingadvertisingrevenues projectors toadigitalplatform,enablinglessprojectionist viable. For example, we changed all our 35-mm film our business,using advancesintechnologyastheybecome Our transformationisbeingimplementedinallcornersof sustainable growthviaeverincreasingcustomersatisfaction. swift, yet effiffiicienct, customer responsiveness to ensure change inallsectorsoftheorganization,equippinguswith Major’smantraisnow“Transformation”.Itinvolves general politicalconcerns. as minimumwageincreases,risingutilitycostsandthe respond toextraneouseventsaffectingourbusinesssuch the result of our ability to implement offsetting effiffiiciency to with improvements in all primary profit ratios. This was largely line profit was the largest since our inception, accompanied Ratchathani, Songkla(Hatyai)andChiangMai.Ourbottom presence in major provincesand big cities including Ubon Nakhon, PrachinBuri,Suphanwhileweincreasedour like Mae Sot (Tak), Rot Et, Nong Bua Lam Phu, Sakon overhead. Wereachedouttosmallprovincesandcities combination ofhighconsumerdemandandlowoperating in otherprovincesoutofBangkokwiththedesirable in strategiclocationsThailand.Theexpansionwasmostly and our phenomenal expansion, adding 66 new theaters largely due to growing public interest in Thai produced films and stability even further. Our gross revenue grew significantly and bottom line growth, strengthening its market position In2013,Majorenjoyedcontinuedimpressivetopline ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. together. confidence in us and their belief in us to build a strong future my heartfelt gratitude to all shareholders and partners for their Finally,onbehalfoftheExecutiveCommittee,Iwishtoextend and bottomlineduringayearthatmanyconsideredchallenging. enabling ustoobtainremarkableimprovementsinbothourtop appreciative ofthesupportourdedicatedThaicustomers our customerstosecurecontinuedgrowth.Wearevery to providethebesttechnology,design,comfortandservicefor Wewillcontinuetobetheleader,usingglobalstandards, Chairman oftheExecutiveCommittee &CEO Vicha Poolvaraluk Best regards,

WITH SUSTAINABLE GROWTH” “ASEAN AND NATIONWIDE EXPANSION ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC.

07 MESSAGES 08 PEOPLE Directors &ManagementTeam ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. • DAP - Directors Accreditation Program, Thai Institute of Director (IOD) Director TrainingProgram • President, Viwat Construction Co.,Ltd. • President, Veranda Resort and Spa • President, Hofi tel Soffi itel So Bangkok Other positions • 2003 - Present: Director, Siam Future Development Plc. • 2002 - Present: Director and Executive Director, Major Cineplex Group Plc. Experience • Bachelor Degree of Business Administration, Chulalongkorn University • Master Degree of Business Administration, Boston University USA Education • Younger brother of the Chairman’s spouse Relationship withManagement Shareholding 0.89% Director andExecutive Verawat Ongvasith Chairman oftheBoard Somchainuk Engtrakul • DCP - Director Certifi ffi ication Program, Thai Institute of Director (IOD) Director TrainingProgram • MAI Advisory Committee, Market of Alternative Investment • Director, Member Activities, Chulalongkorn University Alumni Association Other positions • 2003 - Present : Director, Siam Future Development Plc. • 2012 - Present : Chairman, Major Care Foundation • 1995 - Present : Chairman, Major Cineplex Group Plc. Experience • Bachelor Degree of Business Administration, Chulalongkorn University • Master Degree of Business Administration, United States International University of San Diego, USA Education • DAP – Director Accreditation Program, Thai Institute of Directors (IOD) • RCP - Role of the Chairman Program, Thai Institute of Director (IOD) Director TrainingProgram • Chairman, Energy Absolute Public Company Limited • Chairman, Vejthani Public Company Limited • Chairman, Dhipaya Insurance PLC. Other positions • 1996 - 1997 : Director - General, The Excise Department, Ministry of Finance • 1997 - 2000 : Director - General, The Customs Department, Ministry of Finance • 2000 - 2004 : Permanent Secretary, Ministry of Finance • 2004 - Present : Chairman of the Board, Major Cineplex Group Plc. Experience • Bachelor Degree of Art (Economics), UPSALA COLEGE NEW JERSEY, USA • Bachelor Degree of Law, Sripathum University • Ph.D (Honorary Degree) in Public Administration, Sripathum University Education Shareholding 34.49% Director, ChairmanofExecutiveCommitteeandCEO Vicha Poolvaraluk Age 50 Age 43 Age 69

M Passion

MAJOR IconicLeadership Service Excellence Professionalism Adaptability Networking Innovation Optimism Speed Shareholding 3.43% Director andExecutive Paradee Poolvaraluk • 1998 - Current : Director and Executive Director, Major Cineplex Group Plc. Experience • Bachelor Degree of Business Administration, Chulalongkorn University • Master Degree of Business Administration, United States International University of Sandiego, USA Education • Chairman’s spouse Relationship withManagement • FND - Finance for Non - Finance Directors • DCP - Director Certifi ffi ication Program • Director TrainingProgramThai Institute of Director (IOD) • Other Positions • 1977 - 1983 : Project Co-Ordinator, Viwat Construction Co.,Ltd. • 1983 - 1995 : Manager, Wellcom Co., Ltd. • 1995 - 1997 : Co-Ordinator, Regency Co.,Ltd. • 2002 - Present : Independent Director & Audit Committee, Major Cineplex Group Plc. Experience • Bachelor Degree of Business Administration, San Diego University, USA • Education Independent DirectorandAuditCommittee Wallop Tangtrongchitr himno h or,MSE DPC • Independent Director and Audit Committee, Pricha Group Plc. • Member, Ruk Muangthai Foundation • DAP - Directors Accreditation Program, Thai Institute of Director (IOD) Director TrainingProgram • Member, Rajaprajanugroh Foundation under the Royal Patronage • Chairman of the board, MASTER AD PLC. • Consultant, Bureau of the Crown Property Other positions • 1990-2000: Deputy Permanent Secretary, Bangkok Governor • 2000-2002: Permanent Secretary, Bangkok Governor • Present : Director, Major Cineplex Group Plc. Experience • Bachelor of Laws, Thammasat University • Master of Public Administration, Kent State University, USA • Doctor of Public Administration, Ramkhamhaeng University Education Director Pol. Sub.Lt.KriengsakLohachala Independent DirectorandAuditCommittee Naruenart Ratanakanok • DCP - Director Certiffi ifi cation Program, • ACP - Audit Committee Program Director TrainingProgramThai Institute of Director (IOD) • Audit Committee, Siam Food Plc. • Director, Siam Future Development Plc. • Audit Committee, Oishi Group Plc. • Other Positions • 1980 - 1997 : Executive Director and Cheif Finance Offi ffi icer, The Minor Group • Experience • Bachelor Degree of Accounting, Chulalongkorn university • Master Degree of Accounting, Thammasart University Education • 2002 - Present : Experience • Education • Other positions • 2010 - 2011: Director and Executive Director, Krung Thai Bank PLC • Director TrainingProgram • Director, CTH Public Company Limited Independent Director&ChairmanofAuditCommittee Shareholding 0.08% Chai Jroongtanapibarn

FSD - Financial Statement for Director • DAP - Directors Accreditation Program Managing Director, Potara Co., Ltd. Master Degree of Business Administration, Chapman University, USA Chairman of Audit Committee, Team Precision Plc. • Chairman of Audit Committee, Thai Metal Trade Plc. 2002 - Present : Independent Director and Audit Committee, Major Cineplex Group Plc. Bachelor of Business Administration (Economics), University of Detroit, USA ACP - Audit Committee Program, Thai Institute of Director (IOD) Consultant, Watcharapol Co., Ltd.

Independent Director and Audit Committee, Major Cineplex Group Plc.

Age 50 Age 62 Age 59 Age 58

Age 71

ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC.

09 PEOPLE 10 PEOPLE ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. • Experience • 2001 - 2002 : Diploma National Defence College, The Joint State-private Sector Course, Thailand • 2007 : Capital Market Academy Leader Program, Thailand • 2009 : Cambridge-Thammasat Executive Education Program, United Kingdom • 2012 : Top Executive Program in Commerce and Trade • 2012 - 2013 : Thailand Energy Academy - TEA • Diploma American Board of Rheumatology • Diploma American Board of Internal Medicine • Bachelor’s degree in Medicine, Mahidol University, Thailand Education • 2005 - • 2011 - • 1992 - Present : Member Board of Directors, Praram 9 Hospital • 1995 - Present : Member Board of Directors, Rely (Thailand) Co., Ltd. • 2003 - Present : Managing Director & CEO, Praram 9 Hospital • 2002 - • 2004 - • DAP - Directors Accreditation Program, Thai Institute of Director (IOD) Director TrainingProgram • 2002 - Independent Director Dr.Satian Pooprasert • Cousin of Chairman Relationship withManagement Shareholding Director Wichai Poolvaraluk • DCP - Director Certiffiification Program, Thai Institute of Director (IOD) Director TrainingProgram • President 2005-2009, Thai Investors Association (TIA) Other Positions • 1993 - 2004 : Director & President, EGV Entertainment Plc. (EGV) • 2006 - Present : President, Woraluck Property Co.,Ltd. • 2005 - Present : Executive Director, Major Cineplex Group Plc. Experience • Capital Market Acedemy • CEO Development Institute • The Boss, Management and Psychology Institute • Modern Manager Program (MMP), Faculty of Commercial and Accountancy, Chulalongkorn University • • • • Education Shareholding Director andChiefFilmsOffififfiicer Thanakorn Puriwekin • • Master Degree of Business Administration, United States International University of San Diego ,USA Education • DAP - Directors Accreditation Program, Thai Institute of Director (IOD) Director TrainingProgram • 1995 - Present : Director and Chief Films Offiffiicer, Major Cineplex Group Plc. Experience 2012 - Present : Independent Director, Major Cineplex Group Plc. Chief ConstructionOfffiificer Kitikorn Poomsawang Sub-committee for Construction of SET, The Stock Exchange of Thailand (SET) • 1990 - • 2013 - Experience • Thonburi Commercial Collage Education • 1978 - Committee Member, Thammasat Economics Association 2007 - Present : Chairman of the Board, International Research Corporation Public Limited (IRCP) Bachelor Degree of Economics, Thammasart University Bachelor Degree of Business Administration, Bangkok University 2006 : Member 2013 : Member Board of The Foundation of International Education (FIE), NIST International School 2006 : Member 2006 : Board 2006 : Executive 1995 : present : Chief 1990 : Branch 0.44% 0.06% Administration Member Board Board Asst. Construction Board Manager, of of of Age Dept. of Directors, Directors, Metropolitan Member Manager, Age Offififfiicer, Major Cineplex Group Plc. 51 Age First Age Thailand The 57 of Bangkok 61 59 Sports Electricity

Welco

Government

Center Authority Department City Authority Bank of Pharmaceutical Excellence of hiad Thailand Store for Organization Life Sciences Shareholding Chief RetailsOffiffiicer Jinda Wantanahatai • 1982 - 1989: Marketing Manager, Dynasty Agency • 1990 - 1992: Marketing Manager, AG Wilkinson Property • 1993 - 1995: Marketing Manager, The Mall Group Co.,Ltd. • 1995 - 2006: Retails Manager, Major Cineplex Group Plc. • 2006 - 2008: Deputy Head of Retails, Major Cineplex Group Plc. • 2008 - Present: Chief Retails Offififififfiicer, Major Cineplex Group Plc. Experience • Bachelor Degree of Arts, Chandrakasem Rajabhat University Education Chief Financeofffiificer Thitapat Issarapornpat • 1992 - 1994: Resident Manager, Centre Point Q-House PLC. • 1994 - 2002: Genaral Marketing Manager, OGC Group Ltd. • 2002 - 2008: Cinema Manager, Major Cineplex Group PLC. • 2008 - 2009: Deputy Head of Cinema, Major Cineplex Group PLC. • 2009 - 2013: Head of Cinema, Major Cineplex Group PLC. • 2013 - Present: Chief Cinema Offiffiicer, Major Cineplex Group PLC. Experience • Bachelor of Science Sociology and anthropology, Chieangmai University • MBA, Concentration Hotel & Restaurant Management, New Haven University CT, USA Education Chief MediaOffiffiicer Niti Pattanapakdee • Director, K Arena Co., Ltd. • Director, Talent One Co., Ltd • Director, M Picture Entertainment Plc. • Director, Thai Ticketmajor Co., Ltd. • Director, EGV Entertainment Plc. Other positions • 1991 - 2009 : Accounting Manager, Wiik & Hoeglund Public Co., Ltd. • 2009 - 2013 : Head of Accounting & Finance, Company Secretary, Major Cineplex Group Plc.ß • 2013 - Present : Chief Finance offfiificer, Major Cineplex Group Plc. Experience • Bachelor of Business Administration, Major in Accounting, Ramkhamhaeng University • Master of Business Administration, Chulalongkorn University Education • Board of Directors, ThaiTicketMajor Co., Ltd. Other positions • 1990 - 1996 : Senior Sales Manager, Nation Multimedia Group • 1996 - 1999 : Managing Director, Creative Syndicate Co.,Ltd. • 1999 - 2003 : Vice President, Nation Multimedia Group • 2003 - 2013 : General Manager, Major CineAd Co., Ltd. • Experience • Bachelor Degree of Business Administration, Department of Advertising and Public Relations, Ramkhamhaeng University Education Chief TechnologyOffiffiicer Sudaporn Trongpanich • 1999 - 2008 : IT Application Development-Manager(VP), TISCO Information Technology Co.Ltd • 2008 - 2011 : IT Department Manager, Major Cineplex Group Plc. • • 2013 - Present : Chief Technology Offiffiicer (CTO), Major Cineplex Group Public Co.,LTD Experience • Bachelor Degree of Business Administration(Business Computer), Siam University • Master of Science(Economics), Kasetsart University Education Chief CinemaOffiffiicer Apichart Kongchai 2011 - 2013 : Head of IT, Major Cineplex Group Plc. 2013 - Present : 0.01% Chief Media

Offfiificer, Major Cineplex Group Plc.

Age Age Age 47 47 Age 50 Age

45 39

ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC.

11 PEOPLE 12 ORGANIZATION ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Offfiicer Organization Chief Films Nomination &RemunerationCommittee Operations Cinema Head of Offfiicer Cinema Chief (Deputy actingbyCEO) Bowling Business Head of Offfiicer Bowling Chief Chart Business Head of Offfiicer Media Media Chief CEO Construction Construction Head of Offfiicer Chief Shopping Head of Center (Deputy actingbyCEO) Resources Resources Head of Offfiicer Human Human Chief Chairman Management Purchasing & Expense Head of Offfiicer Retails Business Head of Chief Retails Board ofDirectors Technology Information Technology Shareholders Offfiicer Head of Chief Accounting Finance & Head of and Company Secretary Audit Committee Chief Finance Offfiicer Internal Audit Compliance Legal & ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. Corporate (Deputy actingbyCEO) Strategy Chief & IR

13 ORGANIZATION 14 ORGANIZATION ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 99.99% Management Co.,Ltd. Digital Projector CINEMA 99.96% International Co.,Ltd. Major Holding 99.98% EGV EntertainmentPLC. 99.99% Siam CineplexCo.,Ltd. 99.99% Udorn FiveStarCineplexCo.,Ltd. 99.93% Bangkok ImaxTheaterCo.,Ltd. 99.99% Chiangmai CineplexCo.,Ltd. Group Structure BOWLING Major BowlGroupCo.,Ltd. ADVERTISING Major CineadCo.,Ltd. EGV ExhibitionCo.,Ltd. EGV FiveStarCo.,Ltd. Entertain GoldenVillage Exhibition Co.,Ltd. 99.99% 99.93% 99.96% 99.96% 99.96% RENTAL &SERVICES Ratchayothin ManagementCo.,Ltd. 99.99% 99.99% Major CineplexServicesCo.,Ltd. 99.99% Major CineplexPropertyCo.,Ltd. 99.99% Ratchayothin CinemaCo.,Ltd. 99.99% Ratchayothin RealtyCo.,Ltd. 33% Property Fund Major CineplexLifestyleLeasehold 6.41% PVR Ltd. 50% K ArenaCo.,Ltd. 49% PVR blu-OEntertainmentLimited 90.82% icaP fi Major CineplexGroupPublicCompanyLimited .dtL ,.o C ela S aid e M c MOVIE CONTENT M PictureEntertainmentPLC. Siam FutureDevelopmentPLC. M ThirtyNineCo.,Ltd. ThaiticketmajorCo.,Ltd. Broadcasting Co.,Ltd. Ratchayothin AvenueCo.,Ltd. Talent OneCo.,Ltd. M PicturesCo.,Ltd. ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. TV ForumCo.,Ltd. 11.86% (IndirectViaSF) Major Kantana M VDCo.,Ltd. 82.23% 91.37% 91.37% 41.11% 91.37% 91.37% 91.37%

50%(Direct), 23.72%

40% ASSOCIATES

15 ORGANIZATION 16 ORGANIZATION ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. % ofinvestment99.96% Paid upcapital500,000Baht Registered capital500,000Baht Nature ofbusinessCinema&EntertainmentComplexoperator,concession vendor Head Offfiice1839,PhaholyothinRd.,Ladyao,Jatujak,Bangkok 10900 Registration no.0105538116343 Associates &JointVentures of theCompanySubsidiaries, General Information % ofinvestment99.98% Paid upcapital260,001,575Baht Registered capital260,001,575Baht Nature ofbusinessCinema&EntertainmentComplexoperator,concessionvendor Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0107545000225 % ofinvestment99.99% Paid upcapital150,000,000Baht Registered capital150,000,000Baht Nature ofbusinessCinema&EntertainmentComplexoperator,concessionvendor Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105547057656 % ofinvestment99.93% Paid upcapital1,000,000Baht Registered capital1,000,000Baht Nature ofbusinessCinema&EntertainmentComplexoperator,concessionvendor Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105544003725 % ofinvestment99.99% Paid upcapital2,730,000Baht Registered capital2,730,000Baht Nature ofbusinessCinema&EntertainmentComplexoperator,concessionvendor Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105546119569 % ofinvestment99.99% Paid upcapital1,400,000Baht Registered capital1,400,000Baht Nature ofbusinessCinema&EntertainmentComplexoperator,concessionvendor Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105543106571 % ofinvestment100.00% Paid upcapital896,226,347Baht Registered capital887,576,343Baht Nature ofbusinessCinema&EntertainmentComplexoperator,concessionvendor Head Offfiice1839,1839/1-6PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0107545000047 Entertain GoldenVillageExhibitionCo.,Ltd. Udon FiveStarCineplexco.,Ltd. Bangkok ImaxTheaterCo.,Ltd. Chiangmai Cineplexco.,Ltd. Major CineplexGroupPlc. Siam CineplexCo.,Ltd. EGV EntertainmentPlc. Theatre Business Theatre Business Theatre Business Theatre Business Theatre Business Theatre Business Theatre Business % ofinvestment99.99% Paid upcapital5,000,000Baht Registered capital5,000,000Baht Nature ofbusinessUtilitiesservices Head Offfiice1839,PhaholyothinRd.,Ladyao,Jatujak,Bangkok 10900 Registration no.0105540016121 % ofinvestment99.99% Paid upcapital23,000,000Baht Registered capital23,000,000Baht Nature ofbusinessUtilitiesservices Head Offfiice1221/39,1239SukhumvitRd.,NorthKlongton,Wattana,Bangkok10110 Registration no.0105540016130 % ofinvestment99.99% Paid upcapital78,000,000Baht Registered capital78,000,000Baht Nature ofbusinessBuildingspaceforrent Head Offfiice1221/39,1239SukhumvitRd.,NorthKlongton,Wattana,Bangkok10110 Registration no.0105537078910 % ofinvestment99.99% Paid upcapital36,000,000Baht Registered capital36,000,000Baht Nature ofbusinessBowling,Karaokeandentertainmentservices Head Offfiice1839,PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105541034263 % ofinvestment99.96% Paid upcapital1,000,000Baht Registered capital1,000,000Baht Nature ofbusinessHoldingBusiness Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105556003661 % ofinvestment99.99% Paid upcapital5,000,000Baht Registered capital5,000,000Baht Nature ofbusinessProjectorrentalandsystemmanagement Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105554048284 % ofinvestment99.96% Paid upcapital20,000,000Baht Registered capital20,000,000Baht Nature ofbusinessCinema&EntertainmentComplexoperator,concessionvendor Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0305543000551 % ofinvestment99.96% Paid upcapital100,000,000Baht Registered capital100,000,000Baht Nature ofbusinessCinema&EntertainmentComplexoperator,concessionvendor Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105539139100 Digital ProjectorManagementCo.,Ltd. Major HoldingInternationalCo.,Ltd. Ratchayothin ManagementCo.,Ltd. Major CineplexPropertyCo.,Ltd. Major CineplexServicesCo.,Ltd. Rental andServicesBusiness Major BowlGroupCo.,Ltd. Rental andServiceBusiness Rental andServiceBusiness EGV Exhibitionco.,Ltd. EGV FiveStarco.,Ltd. Bowling Business Theatre Business Theatre Business Theatre Business Theatre Business % ofinvestment91.37% Paid upcapital100,000,000Baht Registered capital100,000,000Baht Nature ofbusinessFilmproduction Ladyao Jatujak,Bangkok10900 Head Offfiice234SuzukiAvenueBuilding(Ratchayothin),13thFloorRatchadapisekRd., Registration no.0105552004395 % ofinvestment99.93% Paid upcapital1,000,000Baht Registered capital1,000,000Baht Nature ofbusinessAdvertisingandadvisoryservices Head Offfiice1839,PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105544103711 % ofinvestment91.37% Paid upcapital100,000,000Baht Registered capital100,000,000Baht Nature ofbusinessTelevisionMediaBusiness Ladyao Jatujak,Bangkok10900 Head Offfiice234SuzukiAvenueBuilding(Ratchayothin),13thFloorRatchadapisekRd., Registration no.0105538027090 % ofinvestment91.37% Paid upcapital657,829,978Baht Registered capital675,902,500Baht Nature ofbusinessPulishing,advertisinganddistributionfififfiilmrights Ladyao Jatujak,Bangkok10900 Head Offfiice234SuzukiAvenueBuilding(Ratchayothin),13thFloorRatchadapisekRd., Registration no.107544000124 % ofinvestment91.37% Paid upcapital150,000,000Baht Registered capital150,000,000Baht VCD/DVD productionandTVbroadcast Nature ofbusinessDistribution Ladyao Jatujak,Bangkok10900 Head Offfiice234SuzukiAvenueBuilding(Ratchayothin),13thFloorRatchadapisekRd., Registration no.0105548154744 % ofinvestment91.37% Paid upcapital200,000,000Baht Registered capital200,000,000Baht Nature ofbusinessDistributionVCD/DVD,Blu-rayandffiilmrights Ladyao Jatujak,Bangkok10900 Head Offfiice234SuzukiAvenueBuilding(Ratchayothin),13thFloorRatchadapisekRd., Registration no.0105545084664 % ofinvestment82.23% Paid upcapital40,000,000Baht Registered capital40,000,000Baht of pocketbooks. Nature ofbusinessFilmproduction,servicesforallformsentertainment andsales Head Offfiice59/1SoiSukhumvit39,Wattana,Bangkok10110 Registration no.010554068617 % ofinvestment99.99% Paid upcapital100,000,000Baht Registered capital100,000,000Baht Nature ofbusinessBuildingspaceforrent Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105539097628 % ofinvestment99.99% Paid upcapital10,000,000Baht Registered capital10,000,000Baht Nature ofbusinessBuildingspaceforrent Head Offfiice1839PhaholyothinRd.,Ladyao,Jatujak,Bangkok10900 Registration no.0105541034255 Ratchayothin CinemaCo.,Ltd. Rental andservicesbusiness M PicturesEntertainmentPlc. Ratchayothin RealtyCo.,Ltd. Rental andServiceBusiness M ThirtyNineCo.,Ltd. Major CineadCo.,Ltd. Advertising Business Talent OneCo.,Ltd. M PicturesCo.,Ltd. TV ForumCo.,Ltd. of fififfiilmrightsforcinema, M VDCo.,Ltd. Movie content Movie content Movie content Movie content Movie content Movie content % ofinvestment6.41% Paid upcapitalINR399,129,370x0.4947 =197,449,299Baht Registered capitalINR937,000,000 Nature ofbusinessMultiplexcinemaoperator Head Offfiice61BasntLok,VasantVihar,NewDelhi110057 India Registration no.55-67827 % ofinvestment49.00% Paid upcapital Registered capitalINR400,000,000(INRx0.4947=197,880,000Baht) Nature ofbusinessBowlingalleyoperator Head Offfiice61BasntLok,VasantVihar,NewDelhi110057India Registration no.U74120DL2008PLC176081 % ofinvestment41.11% Paid upcapital40,000,000Baht Registered capital40,000,000Baht Nature ofbusinessSatellitebroadcastinganddistributionfififfiilmrights Phathumwan, Bangkok10330 Head Offfiice991SiamParagon,5th-6thFloorRama1Rd., Registration no.105553012928 % ofinvestment50.00% Paid upcapital20,000,000Baht Registered capital20,000,000Baht Nature ofbusinessKaraokeservices Wattana, Bangkok10110 Head Offfiice50,Sukhumvit21Rd.(Asoke),NorthKhlongton, Registration no.0105555064356 % ofinvestment50.00%(Indirect11.86%) Paid upcapital135,000,000Baht Registered capital135,000,000Baht Nature ofbusinessRentalbuildingspaceandutilitiesservices Head Offfiice99RachadapisekRd.,Dindang,Bangkok10400 Registration no.105550006391 % ofinvestment40.00% Paid upcapital10,000,000 Registered capital10,000,000 Nature ofbusiness Klongton, Khlongtoei,Bangkok10110 Head Offfiice3199MaleenonTower,27thFloor,Rama4Rd., Registration no.105543020073 % ofinvestment33.00% Paid upcapital3,300,000 Registered capital3,300,000 Nature ofbusiness 400/22 KASIKORNBANKBuilding,6thFloor,PhaholyothinRd.SamsenNai,PhayaThai,Bangkok10400 Head OfffiiceKasikornAssetManagementCo.,Ltd Registration no.179/2550 % ofinvestment23.72% Paid upcapital1,316,020,126Baht Registered capital1,316,105,475Baht Nature ofbusinessRentalbuildingspaceandutilitiesservices Head Offfiice99RachadapisekRd.,Dindang,Bangkok10400 Registration no.107545000187 % ofinvestment90.82% Paid upcapital100,000Baht Registered capital100,000Baht Nature ofbusinessCDandDVDDistribution Ladyao Jatujak,Bangkok10900 Head Offfiice234SuzukiAvenueBuilding(Ratchayothin),13thFloorRatchadapisekRd., Registration no.0105547163570 “Major CineplexLifestyleLeaseholdPropertyFund” INR 343,571,420(INRx0.4947=169,964,781Baht) Agent forsellingoftickets Rental ofbuildingandutilitiesservice Major KantanaBroadcastingCo.,Ltd. Major KantanaBroadcastingCo.,Ltd. PVR bluOEntertainmentLimited ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. Siam FutureDevelopmentPlc. Ratchayothin Avenueco.,Ltd. Baht Paciffiic MediaSaleCo.,Ltd. Baht Baht Thaiticketmajor Co.,Ltd. Baht Strategic Investment Strategic Investment Strategic Investment Strategic Investment Strategic Investment Strategic Investment Strategic Invesment K ArenaCo.,Ltd. Movie content Movie content PVR Limited

17 ORGANIZATION 18 BUSINESSES populate Cineplexesinthe metropolitan areas aswellmore urbanizedareas around thecountry. to vehicle excellent an as serving thus complete, to construction mall neighborhood lifestyle a for months 6-12 only is typically built on a smaller plot of land (3 - 5 acres) next to the residential areas. Because of its compact size, it takes stake in a lifestyle-neighbor-mall developer, Siam Future Development Plc. (Siam Future). a took MAJOR when 2004 A in created was lifestyle model mall neighborhood neighborhood lifestyle the mall growth, for vehicle alternative an As much capitaloutlayasfortheStandaloneCineplexmodel. could rideontheirhistoricallyhighgrowth phasewithouttoo Cineplexes as vehicle growth handy a was It everywhere. practically & rapidly up sprouting were malls shopping Theshoppingmallmodelwasusedmore inthepastwhen the Hypermarketmodel • Lifestyleneighborhoodmallmodel • Shoppingmallmodel • the country: three otherexpansionmodelstopopulateCineplexesaround Besides the Standalone Cineplexes, MAJOR also deploys Esplanade Ngamwongwan–Kaerai and Rangsit Major Ratchayothin, Sukhumvit, Thailand), in located surrounding Bangkok, Pinklao (The first standalone Cineplex Standalone branches 5 got has Major 2013, year By time. all at above and 90% of access in rate occupancy high a sustain to able been has Cineplexes Standalone flow of moviegoers traffic every week, the retails space in the stop withastrong “movieculture” whichensures continuous gift shops,bookstores andmanyotherlifestyleshopsinone multiplex cinema format,but also avast variety of restaurants, the in selection films of range wide a only not offered; are of Cinema & Entertainment complex That means, moviegoers is about 7-10 story building combines customer experiences long-term leasehold land (20-30 year). A Standalone Cineplex built standalone“Cineplex” concept withtypicallybuiltona in 1995 when The Mr.“Cineplex” concept was first introduced Vicha to thePoolvaraluk, Thais the founder of MAJOR, Nature ofBusiness bowling, karaokeandiceskatingrink,rental andservices,advertisingmediamoviecontent. Major CineplexGroup PLC (MAJOR)isThailand’s leadingLifestyle EntertainmentCompanywithcore businessincinema,

MAJOR waslistedontheStockExchangeofThailand(SET)inMay2002. 50%inKarena Co.,Ltd.–akaraokeservice. • India,toset-upbowlingalleys,karaokecentersacross India, 49%inPVRblu-OEntertainmentLtd.-JointVenture withPVRLtd.,aleading,premium multiplexcinemaexhibitioncompanyin • 6.41%inPVRLimited(PVRL)-aleading,premium multiplexcinemaexhibitioncompanyinIndia, • 91.37%inMPictures EntertainmentPlc.(MPIC)-amedia&theatricalfilmdistributioncompany, • buildingandutilitiesservice, 33%inMajorCineplexLifestyleLeaseholdProperty Fund(MJLF)–areal-estate investmenttrust(REIT)asrental of • 40%inThaiticketmajorCo.,Ltd.(TTM)–aticketsaleschannelforconcerts,sportevents,transportation,etc., • 23.72%inSiamFuture DevelopmentPlc(SF)–alifestyle-neighborhood-malldeveloper, • also invests: To broaden its network of lifestyle entertainment portfolio as well as establishing partnerships forsustainablefuture growth, MAJOR “Cinema Business” ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC.

“Lifestyle EntertainmentCompany” similar fashionasshoppingmallsare totheurbanpeople.MAJORjoinswithtwohypermarket operators,Tesco Lotus&Big-C. store supercenter servesasaperfectdestination,notonlyforshoppingbutalsofamilyentertainment,invery discount & or cinemas hypermarket builds dwellers, provincialMAJOR the For areas. provincial the tenant. in anchor an Cineplexes as the structures populate hypermarket to the used in is bowling model hypermarket The bowling & cinema anchoring initslifestyleneighborhoodmalls. having easily space retail its up fill could hand, other the on Future, Siam moviegoers. the to pronounced.well MAJORcouldrapidlypenetrateintotheresidential areasextremely providing anenhancedconvenience access is synergy The years. 4 past the in 240,000sqm. over to folds 10 over by increased space retails With the strong movie culture and having Cineplexes as anchor tenant, Siam Future has grown exponentially with of 4DX theater: Paragon, Ratchayothin, Central festival Chiangmai, Central festival Hatyai. screen of Masterimage 3D system, by year 2013, MAJOR operated 4 locations special 4D glasses, audiences will enjoy lively motion pictures shown on silver Via movie-watching. of flavors new with audiences the excite tickler—will leg All effects—3 degree-of-freedom movements, air blows, scents, vibration and all sensational experience of motionpictures, light,sound, tactility, andscents. to movie-goers exposes innovation celluloid this screeningsystem, digital 3D Paragon at only available is Theater Cineplex. With 4DX specially state-of-the-art designed the seats, 24 2011, types year of In incredible effects and the their VIPcustomersinanexclusiveatmosphere. entertaining for ENIGMA the using prefer who customers corporate the also but individuals, net-worth high the popular,among very only become not has club equipped with full bar services, are perfect for private parties. The venue four exclusiveseats,resembling livingroom couchesadjacenttoanexclusive the “ENIGMA: the is Cineplex Paragon the at Shadow innovation Screen”, producta luxurious movie Another club exclusively for members only. Thirty- for theentire auditoriumseatings. blankets & pillows with along cubicles in seats leather genuine fully-reclined, but nothing with equipped is Cineplex Paragon the at Ribbon” Blue Airways the “six-star” ambience at the “Paragon Cineplex.” For example, and createdthe are “Bangkok innovations product & service of plenty installed for high-end, the “Futurethe of On Entertainment Civilization” customer experiences in for thelocalmass-segmentcustomerstoexperience. cinema operator’s offer. For example, Las Vegas style interior design is adopted designs are adoptedforthecustomerexperiences,unlikewhatglobal international Various markets. new the tapping & expansion geographical segments. The MAJORoffersmass-segment cinemaservices coveringthefullspectrumofcustomer cinema, “Major Cineplex” brand, is used for the customer’s entertainmentandexperiences. complete to IMAX 4DX, 3D, 2D, RealD, of as customers serve to innovation above asthegrowth vehicledependinguponthedemographyofeachlocation. MegaCineplex “underscreened” Hatyai Cineplex situation. MAJOR deploys the 4 expansion models discussed new screen inexpansionplanthenextyear. Thailandisstillinthe ParadiseCineplex 30 – 20 another and 2014 year in screens new 30-40 about add to continues • with a total of 68 branches, 479 screens • and about 114,750 seats. MAJOR • EsplanadeCineplex • ParagonCineplex • EGVCinemas • MajorCineplex • At year-end 2013,MAJORoperated7different brands: Thai cinemaindustry. share. 23% about the in left operator activity,cinema foreign M&A no with that was thereto Subsequent point that at player #2 the Plc., Entertainment cinema EGV Thai the of share market 80% nearly commands MAJOR industry’s Currently admissions revenue, in year 2004 MAJOR was due to the acquisition of Major concentrateeverysegmentofcustomersandprovide allkindof ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC.

19 BUSINESSES 20 BUSINESSES 2013). (March 2011), Mega 2009), Cineplex December Sukhumvit (May (Since 2011), Kaerai Central Ngamwongwan festival Esplanade Chiangmai (November following 2013), at Central skating festival ice Hatyai of 2013, (December year locations By 5 sq.m. operated 1,000 MAJOR – 800 about of rink skating ice compact a offers sub-zero venue, Arte-tainment newest has quickly It portfolio. the become to added been had that one entertainment lifestyle latest the is “sub-zero:of Club” The Skate Ice the the most popular meeting joints for the hip & cool customer segments in town. Locating in the “Bowling, Karaoke,IceSkatingBusiness” ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. festival Hatyai. Esplanade Ngamwongwan-Kaerai, Mega Cineplex and Central Sukhumvit, Ratchayothin, Pattaya, Ratchada, Esplanade Paragon, of comprising Bowl,” & Rhythm “Blu-O brand facilities. In 2009, MAJOR karaokeoperated totally 8 branches under & each lanes bowling exclusive 4 with equipped rooms Platinum 2 and rooms, karaoke 15 lanes, bowling 38 offering Bangkok) of heart the in mall shopping mega (a The first Blu-O Rhythm & Bowl was put up in the Siam Paragon at the higher-end of the consumer segments in the metro areas. was introduced in 2006 as a “club fashion bowling,” targeting the While mass “Major segment Bowl Hit” around offers the the country,entertainment bowling to “Blu-O Rhythm & Bowl” that bowlingattract. designed anddecorated,perfectforthesegmentofconsumers entertainment. Similar to bowling, karaoke rooms are modernly formoflifestyle of thespace,butalsoanotheralternative the of complement perfect a is Karaoke” entertainment bowling “Major as it provides, not only a better utilization to theyounger&familysegmentsofconsumers. with thelatestreleases ofmusic beingplayed,perfectlyenticing design trendy & modern a with decorated is game. Hit Bowl the Major enjoy & in come could families & friends where with an“entertainmentbowling”conceptandpositioning, a typical sports bowling venue, “Major Bowl Hit” was launched up in Major Sukhumvit Standalone Cineplex. put were Rather lanes than 20 being first The lifestyle 1997. of portfolio in the to services added was Karaoke entertainment & Bowling skating rinks. ice 5 rooms, karaoke 256 lanes, 397 with locations bowling 24 operated MAJOR 2013, year-end At (25 Lanes)astotalare 135Lanes. Chandigarh mall, City,Elante Market Lanes), (16 Bangalore Lanes), (17 Pune City, Market Lanes), (27 Bangalore Mall, in India at Gurgaon (24 Lanes), Vasant Kunj (26 Lanes), Orion Delhi. By year 2013, PVR BluO operated bowling in 6 locations opened since March 2008 in commercially Ambiance mall been – Gurgaon, has New bluO PVR by operated Bowling” Fashion “Club first The India. of Exchange Stock in listed and incorporated operator cinema leading a Limited, PVR with partnership in India in business bowling entertainment operate to up set was BluO) (PVR Co.,Ltd. Entertainment internationally into India. A joint venture expanded company, bowling PVR bluO entertainment of concept the 2008, In ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC.

21 BUSINESSES 22 BUSINESSES media industry. In 2013, the cinemedia contributed about 6% of the advertising expenditures for the entire media entire the for expenditures industry.advertising the of 6% about contributed cinemedia the 2013, In industry. media As one of the most effective, direct-to-target media alternatives, the cinemedia is among the highest growth in the entire outdoor media(Billboard/Cut-out) and4Dadds,thenewinnovationonlyusedfortheatre.Board, Menu screens, plasma tri-vision, walls, VDO like media new also but advertising screen the only not include Today, Cinemedia integrate below-the-line media solutions for many dominant players in many industries. The solutions advertising servicerevenues andcinemediaenjoyaheftymargin inaccessof85%. available intheCineplexnetworkaround thecountry. With additionalrevenues generatedontheexistingassets, ranging from simple cinema screen advertising to fully-integrated below-the-line media solutions incorporating all media CineAd Co.,Ltd. has been established called to subsidiary A entice annually. country the the advertisers around Cineplexes and the into media customers agencies million 25-30 with between full-range draw to of able advertising services, is MAJOR attract. entertainment lifestyle other & cinema that traffic the off leverages business services Advertising “Advertising ServicesBusiness” ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. “Rental andServicesBusiness” rental contractswhichare lessthan3years. short-term and years 3 than more are which contracts lease long-term – types 2 in packaged are spaces Retail products andservicesthat matchcustomers’lifestyle. MAJOR selectstrendy brandsthatoffer distinctive beyond movie,bowling,karaoke,andiceskating. the customers with more variety of entertainment service to complementthelifestyleentertainmentmodelbyoffering In the Standalone Cineplex, MAJOR operates retail space parking. management servicessuch aselevator, escalatorand cleaning andsecuritysystem aswellcommonarea system, protection fire electricity,air-conditionedservices, the are rental space accompanied Services location. year. This hasresulted inhigh occupancyrateatevery populate theirnewbranchesandexpandnetwork every restaurant chains,everybrandisinneedofnewspaceto brands. With the intense competition among the quick-serve chainsaswell asthenewlyemerginginternational local entertainment, MAJORisabletoattractmanyleading As theCineplexbecomes“destination”forlifestyle ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC.

23 BUSINESSES 24 BUSINESSES of thepaid-upshare capital. company’s newly issued ordinary shares, represented 44.99% Cineplex Group PLC.(MAJOR)bywayofexchangethe Major from rights, film of distribution and broadcasting satellite (Mchannel), Co.Ltd. Broadcasting Kantana Major in shares ordinary acquired group MPIC Additionally, entertainment, represented of 90%ofshareholder. allforms for service production, film Ltd., Co., One In 2013 MPIC group had made additional investment in Talent to grow Thailand’s filmindustryasawhole. dominant marketshare incinema,theGroup ultimatelyaims integrated distributioncapability, combiningwithMAJOR’s MPIC’s own of Leveraging production. films Thai in growth namely M Thirty-nine Co. Ltd. (M39), to stimulate and advocate In 2009, MPIC Group also set up a film production company, as wellinthehomeentertainmentdistributionwindowitself. pricing, a film canproper maximize itswith revenuesand in thereleases) cinematheatrical window to subsequent months the appropriate timing of the DVD/VCD releases (typically 3-4 in eachwindowandprotect thecore cinemabusiness.With DVD/VCD pricing in bid to optimize revenue generating ability to manage the timing of the DVD/VCD releases as well as the For the downstream home entertainment distribution, MVD is well. as revenue its maximize to platform solid a on riding is MP MAJOR’s dominantmarketpositionintheexhibitionwindow, With 3Q. & 1Q in films these releasing by shortfalls revenue from Japan & Korea, MP could films lessen Asian the other impacts as of well quarterly as studios independent from films releases in 2Q and holiday seasons releases in 4Q. Distributing summer Hollywood’snumerous the by imposed seasonality the revenue out smoothen and programming film 52-week For the upstream theatrical distribution, MP is to manage the company underoneroof. distribution integrated an create to MPIC been into now included have MVD & MP both 2009, July in Completed (MVD). Ltd. Co., MVD to changed been subsequently has Marketing andEntertainmentGroup Co.,Ltd.whosename entertainment distribution side, MAJOR held a stake in Pacific theatrical distributionservices.Onthedownstream home stake in M Pictures Co., Ltd. (MP) which provided the upstream business wasdirect. On thetheatricalside,MAJORhelda Plc. (MPIC). Originally MAJOR’s investments in film distribution business through distribution its film 91.37% stake the in in M Pictures investment Entertainment strategic a has MAJOR “Movie ContentBusiness” ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. services. additional traffic into the Cineplexes which could also be enticed to consume other entertainment transportation. Not only better utilization of the resources at the box offices, TTM also generates ticket box offices are turned into also ticketing services counters for concerts, sports events, business into ticketing sales channel as well as enhancing value from the existing assets. Cinema subsequently changed to Thai Ticket Major Co.,Ltd. (TTM). The rationale was to expand MAJOR’s In June 2007, MAJOR took 40.0% stake in Thai Ticket Master Dot Com Co.,Ltd., whose name was Thaiticketmajor Co.,Ltd.(TTM) In May 2012, MAJOR holds 50% shareholding K-Arena Co.,Ltd. which is karaoke business. K-Arena Co.,Ltd MJLF islistedontheStockExchangeofThailandwithsymbolMJLF. going forward. returns of rate higher generate to hope with strategy “asset-light” the adopt to MAJOR enabling sheets, balance the than statements income the growthfor of rate higher drive to areexpected lanes bowling screens& cinema largerof number can now expand with the original Standalone Cineplex model without fresh capital calls. The Standalone Cineplexes with much This development marks an important step for the Group as MJLF becomes a vital vehicle for Siam Future.sustainable future growth. MAJOR & MAJOR between venture joint 50:50 a Ratchayotin, in @ Avenue Cineplex Major mall, Standalone lifestyle new brand-new a and areaa Ngamwongwan-Kaerai into reinvested was amount remaining the while fund, the MAJOR into proceed, the back With 33.0% reinvests cash. in billion Bt2.3 MJLF,raising the into injected initially were Rangsit) Major & Ratchayotin A major milestone that took place also in June 2007 was the completion of the REIT. Two of the Standalone Cineplexes (Major Major CineplexLifestyleLeaseholdProperty Fund(MJLF) enormous growth potentials that the Indian market has to offer. Both of these investments (in PVR and PVR blu-O) can be considered as a great opportunity to tap into the potential growth to Indian market. By year 2013, MAJOR holds 49% of PVR BluO. experience of entertainment bowling to the Indian patrons and provide MAJOR with an opportunity to unlock & MAJOR. While adding a new lifestyle entertainment to PVR’s business model, PVR blu-O is to introduce a new A joint venture company, namely PVR blu–O Entertainment Ltd. (PVR blu-O), was set up in 2008 by PVR Limited PVR blu-OEntertainmentLtd. Siam Future islistedontheStockExchangeofThailandwithsymbolSF. its customers. for growth, especially in the metropolitan areas where MAJOR wants to improve cinema-access convenience to vehicle excellent an with MAJOR providesFuture Siam expansion, of pace rapid its With malls. lifestyle the to in 2004 was to help each other grow. With the “movie culture,” MAJOR is an anchor tenant that generate traffic Siam Future develops are low-rise, open-air building next to the residential areas. The rationale for the investment MAJOR currently invests 23.72% in Siam Future, a lifestyle-neighborhood-mall developer. The lifestyle malls that Siam Future DevelopmentPlc(SiamFuture) PVR is listed on the Stock Exchange of India with the symbol PVRL. in PVR is 6.41% diverse cinema circuit in India consists of 85 cinemas with 360 screens. By year 2013, MAJOR’s shareholding 1997 and the largest 11-screens multiplex cinema in the country in year 2004. Currently, our geographically company in India. PVR pioneered the multiplex revolution in India by establishing the fi rst multiplex cinema in Incorporated and listed in the Stock Exchange of India, PVR is a leading and premium Multiplex Cinema Exhibition PVR Limited.(PVRL) “Strategic Investments” ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC.

25 BUSINESSES 26 BUSINESSES film release. ensure effective riskmanagement from production planningofthemovieto movie producer rightfrom the MAJOR alsomakesagreement withthe interdependence. requires industry producers becausethenature ofthe anddomestic movieinternational Nevertheless,MAJORiscommitted to fostercooperativerelationship with Hollywood. which there isnograndmoviefrom in period off-peak the from resulting Entertainment Plc.Alsolessenstherisk business thoughMPictures Major’s entryintomovieproducing and movie representatives. In addition, bargaining poweragainstmovieowners market leadershipwhichenhancesits holds MAJOR of show). week first ticket saleforeachmovieduringthe evaluation ofmarketshare baseson (The 80% approximately is MAJOR Atpresent, themarketshare of the riskoffilm release. constant growth significantly mitigates attain to parties mentioned 3 the of nature. In this regard, the common goal movie producers are independentin exhibitors, movie representative and the interactionamongcinema Consequently,VCD. and DVD of form subsequent movie redistribution in the cinema so as to pave the way for the and movieownerhavetorely onthe deliver the movie, so the movie producer primary andparamountchannelto the is cinema Indeed, movie. each of of moviesshowaswellthepopularity sale amountdependsonthenumber the cinemaisfrom ticket saleandthe the wholerevenue. Themain incomeof from movie show accounts for 53% of about loss in revenue because income absence of new The movies definitely films. bright of flow steady the on rely Cinemaexhibitorshavetogreatly Risk Factors Major hasitsownriskmanagementpolicy. Thefollowingare businessrisksandruskmitigation. ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. film releasefilm Risk from media. down thenumberoftheseillegal driving VCDs, and DVDs illegal those make serious effort in suppressing piracy problem,also thegovernments the For movies. watching to addition can alsoenjoyotherentertainmentsin because visitorstoMAJORbranches it is deemed that this risk is significant However movie. each of period show is growing becauseofashortercinema produced. The DVD and VCD segment illegally and legally DVD, and VCD Theothercompetitorforthecinema is paramount cinemaoperator. potentials ofMAJOR,makingit cinemas. Theseefforts enhancethe also has constant revamp of the other boutiques in the branch. MAJOR bowling centers,karaokeserviceand entertainment experiencesincluding customer group byoffering additional customer baseandexplore new hence itfocusesonmaintaining is fullyaware ofsuchcompetitionand and facilitiesbytheconsumers.MAJOR reduction and comparison of service MAJOR intermsofpossiblerevenue competitors also has impacts on the expansionandgrowth inbranchof at expanding customer base. However, and hypermarket.Thisstrategyaims cinema, shoppingmall,lifestylemall models ofexpansion:standalone the existingtheaters.There are four modernize and branches its expand MAJOR hasincessantlycontinuedthe facilitiesandprimelocations, modern As the industry leader in terms of competition Risk from the updatedmarketinsightsaswell. cooperation makesMAJORaware of Such mall. shopping the of operator and Plc., Development Future Siam invested withotherpartnersincluding co- is expansion the Sometime, fee. bowling lanes, rental space or rental consider adjustthenumberofcinemas, is longerthanexpected,MAJORmay Nonetheless,if the payback period These factors ensure fruitful expansion. downtowns or nearbusinessdistricts. situated in the residential areas, Plus, theproject locationsare always feasibility studyiscarefully conducted. a project, the to Prior 15-20%. is rateofreturn)foreachproject(internal IRR average the and branch per years 3-4 of period pay-back average has MAJOR experience, well-established the to thanks However, cost. project or higher expenditure due to increasing operations may facedelayedopening return oninvestment.Thenew may induceuncertainty, resulting from Theinvestment fortheexpansion or from thecashinoperation. or from the insurance of debenture and/ financed from financial institutions and/ Cambodia. Theexpansionwillbe in investment the for million 150 and with 450 million for domestic investment The total investment is 600 million baht, bowling inCambodiawithAeonMall. of lanes 13 and screens 7 opening also is It vicinity. the and Bangkok to in planning cinemas is additional MAJOR 30-40 2014, increase In Risk from new expansion to handleriskfrom management. executives. This enhances the capability groomed byseasonedsenior each businessoperation.Theywillbe constantly developnewexecutivesfor Moreover, MAJORhasthepolicyto level. determined totakeMAJORintoanother uninterrupted growth andheis commitment toMAJORhasresulted in His MAJOR. with developed has Mr.Vicha which bound and such riskisunlikelygiventheownership company revenue as a whole. However,and the MAJOR in confidence the producers butalsohasimplication on on therelations with themovie founder may not only have ramifications founders. Anychangerelated tothe change inshareholding among MAJOR while there isperceived riskfrom the reply onhisstature andexperience been perceived that MAJOR has to has it Hence, MAJOR. of founder the under the helm of Mr.Vicha Poolvaraluk, established andbecomesuccessful ThebusinessofMAJORhasbeen and organize byfirefighters. mandatory fire drills which are facilitated preventive measure, MAJOR has As liability. third-party and stoppage coverage forproperty, business financial sufficient with fire including policy forvariancetypeofaccident revenue. However, Major has insurance in halt causes accident fire business operation,leadingtolossin The management fire accident Risk from Risk from

concerned. secure theproperty forallpeople further to machines metal-detection and system CCTV with equipped jurisdiction. The company is also disorder intheareas underMAJOR order toreduce thechanceforany employed aspreventive measure in is surveillance security Stringent important onstrictsecuritymeasures. places always MAJOR insignificant. from unrest andpublicsecurityis revenue, itisconsidered thattherisk of moviegoersanddecrease inMAJOR regard mayleadtoreducing number persistent. Thoughtheriskinthis Thedomesticunrest remains and Unrest terrorism Risk from

ANNUAL REPORT 2013MAJOR CINEPLEXGROUP PLC. efficiency. and adjustitselftomollifyallriskby situation. Then, Major could manage This plancanbeadaptedforall Plan fordeal with allrisk management. situation, unexpected of case MAJOR In prepares Business Continuing Unexpected Risk disease

27 BUSINESSES GOVENANCES 29 Board Board of Directors prior to the Annual Meeting. General was assigned secretary The company’a persons’s the nominated to compile to the nomination proposed details and qualifications the consider to committee by minor nominated of person the with in accordance shareholders company’s nomination procedure. In 2013, none of shareholders made nomination. • to according meeting the shareholders’ The Board of Directors the published on meeting agenda arranged and sent website in advance Company’s to the shareholders in document form prior to the meeting date and time. In for time allocateappropriate to order the consideration and to conform to the Company did meeting regulations, new agenda during the not propose documentmeeting or distribute additional consideration without for shareholders’ prior notice. • form that to select the proxy shareholders encouraged Directors of Board The to select them with freedom provides voting decision – agree, not agree, The form. B Proxy preparing by abstain, A the Proxy Company also prepared for C (for custodian) and Proxy (general) and published them for its shareholders easy download on the Company’s website 30 days prior to the meeting. • who could convenience for shareholders The Board of Directors to not attend the meeting but wish provided allowing by rights voting their exercise The Company them to assign proxy. arranged for 2 independent directors to attend the meeting and vote on behalf of Chai (i) Mr. the shareholders; Director Independent Jroongtanapibarn, and Chairperson of Audit Committee (ii) Independent Ratanakanok, Naruenart Mr. Director and Audit Committee Member. two the of one appoint can Shareholders as their proxy. independent directors Voting ballots. voting use to • meeting the encouraged Directors of Board The each agenda, for prepared ballots were such as dividend payment and independent for transparency auditor remuneration, in case of objection later and reference prevention Conflict of interest • for process and approval measures formulated Directors of Board The Company the between transaction related who persons other or subsidiaries its and may have conflict of interest. Persons with direct conflict of interest not are allowed to participate in the consideration and decision making on the items they may have conflict of interest. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 2. Equitable shareholders treatment toweards Meeting attendance of Meeting attendance of

openly express their opinion. The The opinion. their express openly Chairman of the Board of Directors of each meeting at the end asked the agenda. Questions related to the and agenda or the Company meeting the as well as opinion, shareholders’ answers or clarification by the Board of Directors or the Company’s in the all recorded management were meeting minutes. meeting, • shareholders’ the of recording voice for arranged Company The and disclosed the significant issues meeting in the raised during the the in for reference meeting minutes who and enable shareholders future meeting to catch could not attend the details. up with the meeting 1.6 directors directors • With fully respect of shareholders’ Board the of members 11 the all right, of Directors attended Annual General Meeting of the Shareholders for the 2013. Year It could conclude that the the organizing developed still company 2013 Annual General Meeting of Shareholders as more strict than the CG guideline. minor towards treatment Equitable shareholders • individual or in groups shareholders, The Company 100,000 least at allowed of shares minor holding consecutive 12 than more no for shares 4 agenda meeting propose to months, months prior to the Annual General Meeting of the Shareholders for the 2013 Year or from 1 October 2012 to 31 January 2013. The criteria for meeting agenda in advance proposing was published on the Company’s website. The Board of Directors’ the compile to assigned was Secretary to the meeting agenda and proposed consideration for independent directors and to make them the official meeting shareholders of none 2013, In agenda. meeting agenda. proposed • individual opportunity for shareholders, The Company opened of at holding minor shares or in groups than more no for shares 100,000 least 12 consecutive months to nominate persons to be appointed as directors or submit questions related to the meeting agenda to the Company’s questions questions and shareholders’ opinion prepared and the meeting, at expressed of the General Meeting the “Annual Minutes” 2013 Year the for Shareholders website. Company’s the publishing on for of limitation Preventing 1.3 right shareholders’ • Directors did of not Board take Company’s the any 2013, In action that right shareholders’ might infringe or limit to study information and significant Company’s the in stated as information protection. right policy on shareholders’ published all the The Company has website prior to the information on its Meeting of the Annual General Shareholders for the Year 2013. The Company did not distribute additional document containing significant add or meeting, the during information or change meeting agenda or amend significant information without prior notice. The Company also encouraged their rights to exercise the shareholders to openly and sufficiently question the Company’s Board of Directors during each agenda. The Board of Directors to prevent measures also implemented right possible limitation of shareholders’ who or limit the right of the shareholders arrived late to attend the meeting. convenience in Providing 1.4 right exercising shareholders’ • and shareholders for convenience sufficient provided Company The attend to register to proxy shareholders’ the meeting by implementing a barcode and vote counting system for registration as well as distributing voting ballots to meeting the before shareholders the began. • The Company clearly stated process and rules meeting shareholders’ in the meeting invitation. The moderator also informed the of the meeting and rule the of shareholders attending The meeting. the at process voting meeting minutes also shareholders’ that the meeting was included a record process. voting and rules the of informed shareholders its invited Company The • their right to site visit. The to exercise updates company also regularly information and significant information published on its website. 1.5 Giving sufficient time and to opportunity for shareholders their opinions express • to ask opportunity for shareholders The Company agenda meeting provided the to related questions 6. Attachment 5 : Background of nominated for who are directors who directors replacing reappointment at the expiration of their terms, retire authority for 4 persons and directors’ remuneration Directors : 6 Attachment 7. details 8. Attachment 7 : List of independent auditors and auditors’ remuneration form A (general) 9. Proxy 10. Proxy form B (Ministry of form) Commerce’s form C (for custodian) 11. Proxy 12. Independent directors’ details (for proxy) shareholders’ confirm to Document 13. right to attend the meeting 14. The Company’s rules related to meeting shareholders’ 15. Map of the meeting venue • published in both Thai and English were The information and document the same as the languages and are to mailed document printed given were Shareholders shareholders. information the study to time sufficient the printed document receiving before from the Company 7 days in advance meeting the before • to exercise facilitated shareholders company the day, meeting the In their rights to attend the meeting by implementing and system for registration a barcode the vote counting, as well as providing stamps for proxy authorization. The was shareholders label of registered for access convenience while provided meeting, without timeless to recheck their documents. 2013, Year •the for Shareholders the of Meeting General Annual the After the Company compiled the document, including agenda, meeting resolutions, voting results, the to prior Company the to questions meeting and the annual shareholders’ opinions and right to openly express ask questions at the shareholders’ meeting. take not shall Directors of Board The 3. any action which may infringe or limit right. shareholders’ 4. The Board of Directors has to facilitate the applying responsibility rights such as of the shareholders’ giving the significant information the inviting website, via updated etc. to visit the theatre, shareholders 1.2 to study Allowing shareholders information prior to the shareholders’ meeting administration have • Company’s the and Directors of Board The implemented a policy on shareholders’ beyond right, which covers the areas those required by law, especially the information and right to receive significant information. At the Annual General Meeting of the Shareholders 2013 for on the 3 Year April 2013, the Company provided sufficient to study opportunity for shareholders the to prior days 30 for information the meeting date. The information website: published on the Company’s as are corporate.majorcineplex.com follows: 1. Invitation to the Annual General Meeting of the Shareholders for the 2013 Year 2. Attachment 1 : The minutes of the Annual General Meeting of the 2012 for the Year Shareholders the for Report Annual : 2 Attachment 3. 2012 in CD-ROM format Year Statements Financial : 3 Attachment 4. for year ended 31 December 2012 net about Information : 4 Attachment 5. allocation payment dividend and profit right

1. Shareholders’

ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

The Company is strongly committed to direct and operate its business by adhering to the Stock Exchange of Thailand’s Thailand’s of Exchange Stock the to adhering by business its operate and direct to committed strongly is Company The Good Corporate Governance (CG) practice guideline for listed companies. With this in Board mind, the Company’s to practice governance corporate good improved and reviewed implemented, has management the and Directors of respects strongly also Company The system. management transparent and efficient an has Company the that ensure disclosure timely and sufficient accurate, providing shareholders; towards treatment equal has and right shareholders’ directors; of independent qualifications defining clearly shareholders; of benefits best the for information significant of and top level management; and its directors of and responsibilities committees; stipulating roles appointing various create to out carried been have measures Such development. skill executives’ and directors encouraging continuously and strengthen confidence among the shareholders, investors, Company’s stakeholders and all concerned parties governancecorporate good with comply fully operations business The ethic. and business practice MAJOR’s that Company shall be perceived as a quality listed company with high responsibility and transparency in all parts of its which practices, governance corporate good maintained and implemented has Company the 2009, Since operation. 5 sections as follows : can be divided into Good Corporate Governance Corporate Good

Policy on shareholders’ right right Policy on shareholders’ protection responsible is Directors of Board The 1. basic respecting and protecting for shareholders, rights of the Company’s sell or such as a right to purchase, a right to the Company’s transfer shares, sufficient obtain to right sharing; profit information about the Company’s the attend to right operation; meeting to appoint or shareholders’ and independent terminate directors dividend payment, auditors, approve and Article amend or formulate Memorandum of Association, and also or capital increase a right to approve and special items. reduction 2. The Board of Directors has duty to to and support shareholders promote at their right in various areas exercise the Annual General Shareholders’ the right to propose including Meeting, meeting agenda in advance, the right the as directors, persons nominate to right to submit 1.1 1.1 right protection Shareholders’ policy • of Directors Board The Company’s right formulates the shareholders’ The 2009. in writing in policy protection policy emphasizes on allowing shareholders to have equal rights to have access to the Company’s participating performance; operational in various decision making; and and encouraging promoting, protecting, their to fully exercise shareholders rights; and not infringing shareholders’ as follows: rights. Key policies are GOVENANCES 28 GOVENANCES 31 exercise their rights beyond those those beyond rights their exercise required by law, such as to propose to the agenda in advance meeting persons and nominating meeting date, in advance. as directors to be elected and shall evaluate The Company implemented of the results the monitor possible to prevent in order measures rights shareholders’ from damages evaluation shall be infringement. The departments done internally through for shareholders’ responsible which are externally and through protection, rights organized program Checklist AGM the on annual basis by the SEC, Thai Investors Association and the Companies. Association of Listed In 201, there is no shareholders’ to right infringement complaint related nor limitation. 4. Analysts, Investors and Financial Institutions damage from to prevent Measures Analysts, Investors and Financial Institutions’ rights infringement information to The Company provide Analysts, Investors and Financial Institutions including the information about the financial performances, quarter a once least at outlook business or not less than 4 times per year. In provided addition, The information are (02- line IR as such channels several in website, corporate 893), ext. 511-5427 one-on-one meeting, group meeting and site visit. participation Stakeholders’ 3.3 mechanism • mechanism for stakeholders’ The Board of Directors has set participation as follows : 1. The Company provided a box to comment, complaints or receive of the office. opinion at the front opportunities provided Company The 2. their opinions for investors to express to the Board of Directors through the Company’s website, under Investers Relations (IR) section. of 3.4 Mechanism for protection frauds those who report • frauds, on report for channels various provided Directors of Board The to unethical or illegal practice related financial statements and internal control system through the Internal the or telephone via Department Audit website. Company’s • frauds that the persons who report The of Board ensured Directors by keeping all would be well protected person information about the reporting highly confidential. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. to work for or hold positions in other in hold positions for or to work organizations which operate similar may have or compete with or business with the Company. of interest conflict • Directors has consistently received The Company’s Board of information about possible conflict of and executives of directors, interest the Company’s employees in transactions. The Internal Audit reporting for responsible is Department interest of conflict to related information Committee for to the Audit and consideration acknowledgement consistently and the Audit Committee the and report review monitor, information to the Board of Directors and for acknowledgement consideration. In 2013, there is no directors, Company’s the that report executives and employees having damage causes that interest of conflict to the Company. • compensating on measures following the stipulated has Company The tostakeholders in case of damage due infringement. 1. Employees and families damage from to prevent Measures employees’ rights infringement for arranged has Company The for benefits and remuneration sufficient its employees and strictly followed the employees policy. towards treatment for A comment box is provided employees as a channel to receive from and recommendation complaints unpleasant by affected employees work conditions. In 2013, there is no employees’ to infringement. complaint related 2. Customers damage from to prevent Measures customers’ rights infringement of The Company has taken good care with its its customers in accordance policy. customers towards treatment Customer Liaison unit was set up as a complaint file to customers for channel and need in case they have problems by help. Customers affected infringement can contact the Customer Liaison through 2 channels which are via telephone to contact the Marketing Department or via the Company’s website. 3. Shareholders damage from to prevent Measures rights infringement shareholders’ The Company has implemented the basic rights in protecting measures including the right to of shareholders, information, and the right to receive meeting, participate in shareholders’ executives, spouses and children who children and spouses executives, and manhood, reached not yet have in shareholdings the changes report according to the article 59 Securities and the of 275 article punishment Act B.E. 2535. and Exchange 2. The Board of Directors shall advise and employees executives directors, internal significant to access have who the trading avoid to information one month before shares Company’s the distribution of and one week after including information, significant such financial statements which affect avoidto is prices. This share in changes possible frauds under the Securities and Exchange Act. • and the directors to prevent measures the stipulated has Company The using executives from Company’s internal or others’ information for own benefits. The measures are stated in of Ethics for the Code the Company’s are Management and Employees which as follows : Measures on preventing conflictof executives and of directors, interest employees 1. The Company’s management and foraction any take not employees shall of assets obtain to or benefits personal the Company or customers. 2. The directors and employees shall business own have or in engaged be not of conflict cause may that activities or interest that may conflict withthe and of the directors responsibilities employees. 3. In case that the position and of the executives and responsibilities or indirectly employees may directly provide benefits to themselves or father, (spouse, family their of members cousins) or children, mother, acquaintance, the directors and employees shall not be involved in decision making and immediately their immediate supervisors. to report assigning avoid shall Company The 4. or employees to perform the directors to a situation that may lead a task that causes conflict of interest the to customers. Company’s the Company or and directors Company’s the case In 5. involved in external employees are activities or hold positions in other directors, being as such organizations, or employees, advisors, representatives such condition must not cause direct or indirect conflict of interest the to Company and its customers or affect their perform to ability persons’ the duty. 6. Directors and employees are not 4. Business partners partners 4. Business treatment on policy sets Company The : follows as partners business towards business towards treatment Policy on partners 1. The Company is responsible for building with every relationship good business partner. 2. The Company is responsible for providing equal opportunity for each products to propose business partner Company’s The services. and employees who are management and customers for dealing with responsible : below shall follow the measures • business partners. Equally and fairly treat all • comparing quality of products and by decision make and Consider benefits best the for conditions related of the Company in both short and long term. • or to customers, not accept bribes Keep confidentiality inrelations business partners commissions from or one or and not disclose information many business partners to other partners. 5. Analysts, Investors and Financial Institutions treatment on policy sets Company The towards Analysts, Investors and Financial Institutions as follows : business towards Policy on treatment partners 1. The Company provide information to Analysts, Investors and Financial Institutions including the information about the financial performances, with the business outlook accordance and good corporate regulations governance policy. 2. All information including the news investment decision that might affect in the corporate will be provided website 3.2 Compensation to stakeholders by caused damage of case in infringement • on the use of implemented measures The Board of Directors has internal information that directors, executives and the Company’s employees shall follow which are the use of on preventing Measures internal information by directors, executives and employees is Secretary Directors’ of Board The 1. to the for reporting responsible and the directors Company’s of the management the shareholdings and directors • • Respect the conditions agreed • Equally propose price and trade 2.the 2.the Company has the duty to build and sufficient with satisfaction customer as and care, responsibility appropriate customers’ giving priority to well as management The needs. and problems the respect shall and all employees measures: following the customers’ meet • that directly products Committed to deliver quality requirement. with the customers. in the same conditions to customers category. • about the product accurate information Provide the customers with quality and qualifications to ensure Company’s the to fairness and confidence customers. needs and concerns • as to handle as well Willing to and to complaints, to recommend address customers’ of the matters informed monitor progress by the customers. Creditors The Company sets policy on treatment as follows : creditors towards creditors towards Policy on treatment 1. The Company shall build relationship with integrity and creditors with and treat trust. and responsible be shall Company The 2. with all conditions agreed best respect the creditors. 3. Shareholders The Board of Directors has formulated as follows : to shareholders policy related shareholders towards Policy on treatment and protect to duty has Company The 1. basic rights of shareholders respect transferor purchase to right the are which the Company’s right to receive the shares; sufficient receive to right the share, profit information about the Company’s in the to participate right the operation; meeting to appoint or shareholders’ appoint external terminate directors, payment, dividend approve auditor, allocate annual net profit, set or amend Article or Memorandum of Association, and approve decrease or increase capital special items. promote to right the has Company The 2. to exercise and encourage shareholders their right at the Annual General Shareholders’ Meeting, including the agenda in advance, the right to propose in advance, right to nominate directors the right to propose questions to the meeting prior to the meeting date, and opinion and ask the right to express questions in the meeting. action any take not shall Company The 3. that may infringe or limit the shareholders’ 3. Roles of stakeholders ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

3.1 3.1 Good corporate governance to stakeholders policy related • stipulated and concerned for all The Board of Directors has stakeholders. Not only follow regulation reach new policy To but aslo create both of good corporate governance and corporate social and environment by measuring related responsibilities, to stakeholders as follows: 1. Employees and families on The Company sets policy employees as towards treatment follows : employees towards Policy on treatment 1. The Company shall appropriately each considering by employees reward performance using employee’s fairness. with and The tools measurable include monthly remuneration, rewards overtime payment, bonus, production life and health insurance and reward, fund. provident 2. The Company shall promote and develop employees’ knowledge and skills, for example, by arranging training and seminar for executives and employees of all levels. equally and fairly shall Company The 3. in as such all employees, treat performance appraisal, work record confidentiality,and employees’ benefits. 4. The Company shall respect employees’ right and provide opportunities for employees to speak properly not treated up in case they are comment box or through by providing Department. Human Resources and safe provide shall Company The 5. that hygienic work environment enhance work efficiency and effectiveness. 2. Customers and creditors treatment on policy sets Company The customers as follows : towards • on the opinion provide and to consider required is Committee Audit The items the of justification and necessity for the best benefits of the Company. related about The information in the notes to is disclosed transaction prepared is which analysis, financial the generally with the in accordance principles, in accepted accounting Annual Report of the Year 2013 (in chapter) and the Related transaction Form 56-1. GOVENANCES 30 GOVENANCES 33 2013 Annual General Meeting ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 3/4 4/4 4/4 3/4 4/4 3/4 3/4 4/4 4/4 4/4 3/4 Meeting / Total Meetings Total Meetings Board of Directors’ Audit Committee Meeting / Position Chairman of the Board Director Director Director Director Independent Director Director Independent Director Chairperson of Audit Committee Independent Director Audit Committee Independent Director Audit Committee Independent Director Audit Committee 1. 2. 3. Mr.Chai Jroongtanapibarn Mr.Wallop Tangtrongchitr Mr. Naruenart Ratanakanok 10/10 10/10 9/10 Rank Name 1. Mr. Somchainuk Engtrakul 2. Mr. Vicha Poolvaraluk 3. Verawat Ongvasith 4. Mrs. Paradee Poolvaraluk 5. Mr. Thanakorn Puriwekin 6. Pol.Sub.Lt. Kriengsak Lohachala 7. Mr. Wichai Poolvaraluk 8. Mr.Chai Jroongtanapibarn 9. Mr.Wallop Tangtrongchitr 10. Mr. Naruenart Ratanakanok 11. Dr.Satian Pooprasert Board of Directors of Directors Board information significant related and invitation Meeting 2535. B.E. Act Company Limited Public Company’s opportunities the the with equal compliance and and in arranged Association adequate were of • meetings provided All Article times. also 4 convened Board Directors The of Board meeting. the 2013, the In to prior days 10 directors recorded the to and distributed attended advisor were legal and Secretary Directors’ of Board The issues. significant discuss to directors the for the meeting, questions, and recommendations by the directors in order to allow directors and concerned parties to is as follow table. attendance audit. Directors’ study and Executive Committee policies, Board business the plan, by investment approved plan, earlier goals and preset annual the budget achieve plan to plans to of present execution to the the controlling Board and • supervising of monitoring, Directors for In 2013, approval; the Executive Committee performed their duties in managing the Company’s operation; reviewing or of as Directors assigned; the and quarterly reporting and annual operational performance to of the Directors Board in the performance its opinion on the committee’s also provided for acknowledgement. The Executive Committee report. the Chief Executive Officer as published in the annual Message from Audit Committee subsidiaries, its and Company the of statements financial • the auditing submitted the every internalmonth by report the Internal control Audit, meeting with independent auditors to reviewing in duties its performed Committee Audit The discuss various matters. The Audit Committee Chairman reported significant matters to its opinion in the Audit Committee also provided consideration by including those matters as meeting agenda. The Audit the Board of Directors for Committee Report as published in the annual report. • : In 2013, the Audit Committee convened 10 times and committee members’ attendance is as follows 4.3 4.3 Report of Directors Board • Board of Directors’ responsibility The Company prepared the financialtowards statements together report independent auditor’s with the under in the annual report (published chapter Board of Directors’ responsibility towards financial statements). 4.4 Board Roles and duties of the and Committees of Directors • Directors appointed committees to The Company’s Board of assist the Board in studying details, supervising the monitoring and well as operations, as Company’s screening assigned tasks. Scope of are duty and responsibilities authority, clearly stated. size, size, as well as the Company’s environment business performance, economic condition and overall 2. The Remuneration Committee shall initial consideration for be responsible of the the approval for and propose Board of Directors and the Annual General Meeting of the Shareholders of the year, the maximum remuneration meeting and position remuneration allowance 3. The Remuneration Committee shall of the Annual the resolution respect General Meeting of the Shareholders details and budget remuneration the on the annual also disclosed in which are Remuneration that the directors report. other in positions from received companies, such as consultancy fee, in the Company’s and directorship subsidiaries shall also be disclosed. 4. Any director who currently holds management position in the Company in the forms remuneration and receives forof monthly salary will not be entitled the remuneration. and Directors of Board the to • proposed The Remuneration Committee the Annual General Meeting of the Shareholders for the Year 2013 to approve a total of no more than Baht non- the for remunerations million 10.6 Remunerations for executive directors. shown in remunerations are the directors section. The of borad of directors who also hold directors Company’s in subsidiaries did not directorship the from remunerations receive subsidiaries. transparency transparency 4. Information 4. Information disclosure and disclosure and ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. effective process to handle the the handle to process effective

• an stipulated has Directors of Board The 4.2 4.2 the directors Remuneration of and the management • formulated the 2013 policy The on Remuneration Committee Chief of directors, remuneration Executive Officer and top executives as follows: directors, of remuneration on Policy Chief Executive Officer and top executives 1. Remuneration of the Company’s directors, Chief Executive Officer and top executives shall be set in scope of with their duty, accordance fairness and responsibility, attractiveness, which should be equal in other for directors to remuneration the same industry in companies listed and similar size, as well as the 4.1 Results of the execution of of Results of the execution 4.1 corporate governance policy • and timely accurate, appropriate reported Company The 2013, In financial 2013 for annually and quarterly statements as well as other information various channels for through investors and shareholders, stakeholders to equally reach the information. In 2013, the Company accurately, adequately, timely and disclosed the information transparently by the required SEC and SET through Company’s the and channel online SET’s website. The Company has never been punished by the SEC or SET for not required. as information the disclosing appraises The Company also regularly disclosure information of efficiency the and strictly follows the process on information disclosure. regulations • and regularly updated all significant The Company also published information submitted to the SET and well as website on its information other such information both in as provided Thai and English for all stakeholders to have equal access to the information. reports irregularity. Initially, the Internal the Initially, irregularity. reports summary a make will Department Audit Committee it to the Audit and submit to report and investigation further for the Board of Directors in case the impact true and may have matters are operation. on the Company’s GOVENANCES 32 GOVENANCES 35 5.8 5.8 the of responsibilities and Role of Directors Board • reviewed and approved significant In of 2013, Directors the Board the matters and directed operational management to efficiently implement the manage and effectively the policy budget. • corporate written good the approved reviewed Directors of Board The governanceyear. a once at least policy • Code of Ethics in and distributed the prepared Directors of Board The and executives directors, to writing other ethics employees; and reviewed employees executives and for directors, applied standards to understand ethical of Board The operation. business its to Directors assigned the Internal Audit Department to monitor the execution of such standards. • financial statement provided control Directors and of Board The The implementation. regulations independently Department Audit Internal performed its duty in monitoring the implementation of these regulations the and reviewed measures and control system at least once a year. of Directors’ The Board 5.9 meeting the arranged and year a times 4 least • at convened Directors of Board The with the meeting in accordance rules, the Public Limited Company’s Company Act B.E. 2535 and SET’s Board the of Chairman The regulations. of Directors, in the capacity of the promote shall chairman, meeting prudence in any consideration, provide sufficient time for the management to for and information significant present Meeting to discuss the matter. directors minutes for every meeting was made The and checking. reference for future for attending responsible are directors Directors of Board the of meeting every necessity. except in case of extreme Directors’ of Board the 2013, in • meeting Before the Board for of agenda Directors’ meeting prepared Secretary whole year 2013 for the Board of Directors to be able to schedule themselves for the meeting. In considering the number of meetings, the of Board the considered Directors of Board the of responsibility and duty Directors. The Board of Directors’ year whole the prepare shall Secretary be to matters and agenda meeting to in each meeting in order considered provide sufficient detailed information understand. to Directors of Board the for ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. the financial statements prepared by accounting accepted the generally using the annual published in principles 56-1. and the Form report 5.5 Business ethics • Employees’ Codethe Management and prepared Directors of Board The the Company’s of Ethics for as use to employees and management their duties andguideline in performing implement to strictly and consistently operations, business of terms in equitable and fair treatment towards conflict to related matters stakeholders, of interest, information confidentiality use of and possible fraudulent and gifts. The information, bribes, Internal the assigned Directors of Board Audit unit to monitor and audit the implementation of Code of Ethics. • that the Company’s monitor and ensure The Board of to ability directors’ Directors operation, business shall perform their duties, operation by the are management, and employees’ work to within ethical framework in addition and related regulations the Company’s laws. 5.6 Balance of power for non- executive directors • comprised 6 structure non-executive Directors of and Board The executive 5 and directors independent the 2013, December 31 of As directors. Company had 11 members of the Board of Directors. The balance of was directors non-executive by power as follows : Executive directors 4 persons (35 percent) Non-executive and independent directors 7 persons (65 percent) 5.7 or segregation Integration positions for managerial balance of power • and divides scopes of roles The Board of Directors clearly responsibilities among the Board of Audit Committee, Executive Directors, Committee, Nomination Committee, Remuneration Committee and Risk Management Committee, as well as the Chief Executive Officer with a clear stipulation that the Chairman of the Board of Directors shall not be the same person as the Chairman of the Executive Committee or Chief Executive relations any have not shall and Officer to with the management in order executive to have unlimited any prevent information for the Board of Directors’ Directors’ of Board the for information consideration. • business with long-term sustainability With a goal to ensure stable in and success, the of Board Director, in with the management cooperation that vision and and ensuring reviewing changing the mission best address goals, business The environment. and budget were business plan by taking into consideration prepared the maximum added value and long- Company and its term stability of the shareholders. The Board of Directors that ensure and business the direct also the business operation is efficiently executed by the management. • encouraged good corporate The Board and organization the of within governance Directors governance corporate good formulated and practice, code of ethics, measures of related procedure approval and Company the between transaction may who persons or parties related have conflictof interest, well as as of clearly separated the authority of Board the of that from shareholders Directors and between the Board of other and executives the and Directors balance to create committees, in order of power and independence and transparency. 5.4 Conflict of interest • transaction that may consider related The Board of Directors cause shall conflict of interest between and the directors shareholders, management with best prudence, and reasonableness integrity, independence within good business ethic framework, and disclose complete information for the best benefit of the shall Directors of Board The Company. strictly conform to the criteria and procedures or regulations set by SET and ask the Audit Committee to provide and necessity the about information of such transaction. appropriateness • and approval formulated measures The Board of transaction of related procedure Directors between the Company and its subsidiaries or persons who may have conflict of interest. The persons who of conflict indirect and direct have may to make not be allowed shall interest The Audit decision on the matter. in participate to required is Committee opinions the consideration and provide on the necessity and reasonableness for the best of the items proposed of Board The Company. the of benefits • and in supervising responsibility Performing its duties and of the Company the operations directing and prudence to ethics with integrity, for and goal Company’s the achieve and Company the of benefits best the well as preventing as its shareholders, conflict of interests. • transparency under sufficient internal Managing the Company with and audit system. control • level. at the appropriate Controlling and managing risks • with laws integrity and in compliance Operating the Company with and business ethics. 5.2 of of the Board Structure and Committees Directors • scope of that, considering its current The Board of Directors viewed have to appropriate is it responsibilities, 11 members who have different qualification, skill, experience and specialization that will benefit the and ability to contribute time Company, strengthen to duty perform to and efforts of Directors. the Board • and therefore priority to transparency The Board of Directors gives stipulated that the Board of Director Chairman is an independent director as and shall not be the same person President. or Officer Executive Chief the • of process a formal and transparent stipulated Directors of Board The from nomination which is free directors influencefrom shareholderswith Nomination The authority. control by Committee shall nominate directors considering education, capability, with the experience, etc. in accordance scope of responsibilities of the Board of Directors or committees. The to the nominee list will be proposed Board of Directors’ consideration and appointment. • and committee the list of the directors disclosed Directors of Board The positions, names, of terms in members work age, education, shareholdings, with the experience and relationship executives in various Company’s channels, including the annual report website. and the Company’s 5.3 Leadership and vision • leadership, vision and strong The Board of Directors has independence in making decision for the best benefit of the Company and Roles and its shareholders. of each committee are responsibilities clearly separated. The Administration Directors’ Responsibilities 5.The Board of telephone and email : ir@majorcineplex. : email and telephone 5.1 5.1 Policy on Good Corporate Governance • Directors The is Company’s committed Board to direct of the business in compliance with the good corporate governance which is beneficial and important promote to efficiency and transparency the of operation, increase Company’s long- add and advantages, competitive The shareholders. the to value term administration the and Directors of Board have formulated good corporate governance practice and made them policy in writing. The the Company’s policy the approved Directors of Board which has essence as follows : • on various matters, including allowing Respecting shareholders’ right in agenda propose to shareholders meeting, advance for the shareholders’ and nominating in advance persons to etc. and not be selected as directors, infringe ormay taking any action which limit the rights of shareholders. • investors, stakeholders shareholders, Equitably and fairly treating parties. and related all • Accurately, equitably, adequately, and timely disclosing investors, information to shareholders, parties stakeholders and related channels, including appropriate through and website, to enable shareholders stakeholders to have easy access to the information. com. • The Company prepared a rough which is plan investors relations on to change depending subjected : as follows and environment conditions 1. Organize a quarterly analysts will also meeting. The Company organize a meeting between its when analysts and Relations Investors on information analysts need more additional matters. 2. Arrange roadshows at least once a to domestic information year to provide and overseas investors. 3. Participate in exhibitions held to such information to investors, provide as the exhibitions arranged by SET, Brokers’ Association and other organizations. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

4.5 4.5 Relationship with shareholders • Directors formulated a The policy to Company’s Board of accurately, adequately, transparently significant and timely disclose reliable information and information that may affect the Company’s share price. It be to Relations Investors the assigned in representative the Company’s and institute to communicating individual investors as well as analysts and concerned government agencies. website (corporate. The Company’s as a channel is used majorcinplex.com) to distribute all information, including the information about the Company, business, financial information, news investment decision, that may affect reports submitted to the SET, the activities, and shareholders’ Company’s meeting details, to enable shareholders Company’s the of updated keep to movement and required information. The Investors Relations is directly provision. for information responsible Investors may contact the Investors In in Committee performed its duties 2013, the Remuneration who for directors setting remunerations executives or not the Company’s were employees for the year 2013, for committees for the remunerations duties, their considering by 2013, year which were scope of responsibilities, equal to the remunerations paid to in listed companies of the directors as industry, same the in and size same well as considering the Company’s performance, business environment The and the overall economy. submitted to the were remunerations Board of Directors and the Annual General Meeting of the Shareholders Remuneration the 2013, In approval. for All Committee convened one time. committess attend the meetings. Nomination and Remuneration and Remuneration Nomination Committee Committee Nomination the 2013, In performed its duties in nominating 4 left who a director to replace directors officeat the end of their qualification, The terms. the considered committee experience, knowledge, capability, As a and ethic. good work history, nominated were directors 4 the result, approved was which re-elected, be to by the Board of Directors and the meeting. annual general shareholders’ In 2013, the Nomination Committee All committess convened one time. attend the meetings. GOVENANCES 34 GOVENANCES 37 - - - - 0.89% 3.43% 0.06% 0.44% 0.08% 34.49%

% of Shareholding Authorities of the Board of of of the Board Authorities Directors 1. The Board may assign one or to act on behalf. directors more 2. The Board may authorize a with the to sign together director behalf of the Company seal on Company. 3. The Board may appoint or to conduct empower any person business under its MAJOR’s issues andsupervision with suitable timings. Its appointment or empowerment may be withdrawn itself. by the Board 4. Directors, who might have must have on any matter, interests no right to vote on such matters. 5. The Board might approve the the if payment dividend interim do to profit sufficient has Company so. This payment should be reported Meeting. to the next Shareholders’ Company Public 6. the to Regarding that indicated 2535 B.E Act Limited the e.g., transactions, some of the consideration and approval Company’s Financial statements, the consideration of profit and allocation, the capital reserve replacement election for directors’ due to term expiration , the determination of remuneration, ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. Position Chaiman / Independent Director Director Director Director Director Director Independent Director / Chairman of Audit Committee Independent Director / Audit Committee Member Independent Director / Independent Director Director / Independent Director The number of 11 members of the Board of Directors is supposed to be compositionwell as the as appropriate, are all directors executive percent 45 of knowledgeable and can provide in- to in regards depth comment as well as entertainment industry business plan, formulate strategic while non-executive independent directors shall be account for 55 percent. The non-executive directors and knowledge good have shall understanding of the overall finance sector, industrial entertainment and banking, asset management, would which others, and law auditing, encourage positive opinion expression in the Board of Directors’ meetings. The Board of Directors shall make decision for the best benefits ofthe Company. the on director signatory Authorized behalf is Company’s Poolvaraluk Vicha “Mr. Mrs. Paradee Poolvaraluk Ongvasith Verawat Mr. Thanakorn Puriwekin Mr. two in four jointly sign and combined binding be will Seal Company the with upon the Company” Name (1) Board of Directors As of December 31, 2013, MAJOR’s Board of Directors consisted of eleven directors as follow: consisted of eleven directors of Directors Board As of December 31, 2013, MAJOR’s 1. Mr. Somchainuk Engtrakul 2. Mr. Vicha Poolvaraluk 3. Mr. Verawat Ongvasith 4. Mrs. Paradee Poolvaraluk 5. Mr. Thanakorn Puriwekin 6. Mr. Wichai Poolvaraluk 7. Mr. Chai Jroongtanapibarn 8. Mr. Wallop Tangtrongchitr 9. Mr. Naruenart Ratanakanok 10. Pol.Sub.Lt. Kriengsak Lohachala 11. Dr. Satian Pooprasert

1.1 Non-Executive Directors outside mean Directors Non-Executive Company’s not the are who directors employees, nor executiveor executive directors, nor authorized signatory major independent from directors, and executives shareholder, stakeholders, able to equally protect the benefit of allshareholders, and prevent conflict of interest between parties. the Company and related 1.2 Executive Directors Executive Directors mean directors operation routine in involved are who and management as well as are authorized signatory directors. the comprises Directors of Board The Chairman who is an Independent independent non-executive 6 director, . and 5 executive directors directors (Mr. Attasith Damrongrat resigned on date independent director from with 14 February 2013 and replace date on started Pooprasert Satian Dr. 15 February 2013, at the Board of directors meeting No. 1/2013 approved. The Company’s Management Structure, as of 31 December 2013, comprises Committee. The and Remuneration and Nomination Audit Committee Committee, namely Executive committees of the Board of Directors and 3 as follows: are as responsibilities scopes of authorities committees’ Corporate Management Structure Management Corporate • that the stipulated Chief Directors Executive of Officer Board shall The a prepare regular report for the Board of Directors to update on the development and succession plans the and Officer Executive Chief the that in case they could prepared President not perform their duties. • by the executive development plan approved Directors of Board The assigning the Chief Executive Officer of executive progress to report during undertaken plan development in This plan is considered the year. parallel to the succession plan. ______5.12 5.12 executives and Directors development • training and provided encouraged The Board of for the Company’s opportunities Directors of committees and members directors to their ability improve to further directors 10 2013, In tasks. their perform attended courses organized by the of Directors. Thailand Institute • Directors prepared Directors’ The Secretary to the Board on information Guidebook and criteria of disclosure, profile, shareholdings, of directors, changes to shareholding to new directors. etc. and distributed ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

5.11 and directors of Remuneration executives • the Remuneration Committee to be appointed Directors of Board The for ensuring that the current responsible line in was directors of remuneration with the pre-set criteria and in similar by other companies range as that offered 5.10 Self assessment of the Board of Directors • solved performance, their assessed The Board of their work and improved problems, Directors jointly Board The effectiveness. and efficiency of Directors, evaluated meeting that the attendance and ensured the attending directors of number meeting. the for sufficient was meeting The Board of Directors’ Secretary criteria for self assessment of prepared the whole directors for the Board of Directors’ consideration and self assessment at the end of every year. meeting, meeting, the Board of Directors shall approve financial statement, schedule shareholders’ general the annual closing of and set the date of meeting while book, registration the Company’s August and in May, the meetings reviewing for scheduled are December financialand statementsapproving for and quarters, third and second first, the the December meeting is organized to the following year. consider budget for • to the distributed information were Meeting agenda and related directors 7 days prior to the meeting date to provide sufficient time for the important to study and discuss directors issues. • attended the meetingadvisors and legal Secretary Directors’ of Board The and prepared record, questions and in the recommendation directors’ cross- and reference future for meeting checking. rules • in compliance with the Company’s The meetings were strictly held and the Public Limited and regulations, Company Act B.E. 2535. • the of Board Chairman of Directors the would meeting, conduct each In which hours, 1-2 for last to meeting the was sufficient for the management to the matters for consideration present and carefully to directors the for and equally discuss the important issues. Directors of Board the of Chairman The to also encouraged attending directors use their best consideration, ask questions and make recommendation on each agenda in every meeting. GOVENANCES 36 GOVENANCES 39

Position Position Committee (5) Nomination and Remuneration Definition • Committee Remuneration and Nomination and Nomination Company’s The Remuneration Committee means of persons appointed by the group Board of Directors as the Nomination and Remuneration Committee. The Nomination and Remuneration an Committee Chairman shall be At least three independent director. fourths of the Nomination and members Committee Remuneration in order shall be independent directors and to maintain transparency independence in performing their duty. The committee members shall have good knowledge and sufficient and experience to nominate directors as top management of the Company, well as to perform other tasks as the Nomination Committee. and Nomination Company’s The Remuneration Committee comprises an CommitteeChairmanwhois the independent director, 2 independent directors and 1 executive director (information of the Nomination and members Committee Remuneration are under the Information about the Board of Directors and Management chapter). The Board of Directors that all members of the considered Nomination and Remuneration Committee have the qualifications ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. Committee (4) Executive (4) Executive Name Name AT the end of 2013 Executive Committee of MAJOR consisted of four members; 2013 Executive Committee of MAJOR the end of AT Three members of Audit Committee are; Committee of Audit members Three 1.Chai Jroongtanapibarn 2.Mr.Wallop Tangtrongchitr ber 3.Mr. Naruenart Ratanakanok Audit Committee Mem Chairman of Audit Committee Audit Committee Member 1. Mr. Vicha Poolvaraluk 2. Mr. Verawat Ongvasith 3. Mrs. Paradee Poolvaraluk 4. Mr. Thanakorn Puriwekin Chairman of Executive Committee Executive Committee Executive Committee Executive Committee Responsibilities of Executive Responsibilities of Executive Committee Company’s 1.the manage and Operate with laws, business in accordance of the objectives and regulations of Board the by assigned as Company directors. Company’s 2.the manage and Operate with policy and business in accordance directors. of Board the by set strategy 3. Follow shareholders’ resolutions for the ethics and care with honesty, benefits. Company’s 4. Approve borrowings or lending from/to financial institutions including guarantee or make payment in ordinary business of the Company such as capital expenditures with in 60 million baht per each transaction. 5. Appoint or cancel staff of the lower than Company whose title are chief executive officer. 6. business set and propose Prepare, policy and strategy to the Board of directors. 7. Organize the Company’s structure and management including interviewing, employing, training and unemploying staff. 8. Set business plan, authority and budget as well as manage business to policy and strategy according of directors. to the Board proposed All related or conflict of interest transactions with executive directors with rules and regulations in accordance Commission Exchange and Securities of must not be voted by those executive have or related are who directors conflict of interests. At the end of 2013, Audit Committee all are Independent Directors, has Program” Committee the “Audit passed by Institute of Directors. arranged SET regulations. The Audit Committee Committee Audit The regulations. SET Chai Mr. that considered also meeting knowledge has good Jroongtanapibarn and accounting in expertise and finance, as well as experience in auditing which is adequate to review statements. financial the of relaibility the the as appointed was he Therefore, Committee, the Chairman of the Audit disclosed in the biography has been certificate member’s Committee Audit of biography submitted to SET to the new regulation. according of Audit Committee Responsibilities 1. Ensure accurate and adequate reports. financial 2. Ensure appropriate and efficient internal and internal audit control system. to operation Company’s the Review 3. comply with the Securities and of Exchange Stock the Act, Exchange or other related regulation Thailand’s laws. 4. Consider, assort, appoint external auditors and consider the compensation for them. 5. Consider the disclosure of the to the information regarding Company’s of conflicts or transactions connected the transaction to ensure interest completeness and accuracy. 6. Prepare the corporate governance signed by the chairperson of the report, Audit Committee, and disclose in the Annual Report. Company’s by assigned as duties other Perform 7. of Directors. the Board 8. Be accountable to responsibilities the and Board roles of per as Directors to them the entrusted and shall report and recommendations performance, findings at least twice a year. Committee Audit any where case any In member or parties with possible conflict of interest, have conflict of which the company or its interest affiliates, the acquisition or sale of assets of listed companies and related transactions (if any), as per SET, and/or SEC the of announcements the the Audit Committee shall report matter to the Board of Directors and/ meeting for or the shareholders’ in consideration and approval law and compliance with referred regulations. (3) Audit Committee Audit Committee members mean Audit Committee members mean Criteria in selecting independent independent in selecting Criteria directors independent selects Company The knowledge, by considering directors understanding and profound experience, sufficient vision, businesses, related of time to perform duty and qualities as stated in the concerned government regulations announcements, agencies’ would invite and rules. The Company independent its be to persons qualified that The Company considers directors. able to are directors independent the capability their knowledge and exercise that are opinions as well as provide support the to useful and appropriate business operation. Company’s The of meeting qualifications the of resolved Directors the Board of the Audit Committee in accordance international the under and with standards as promulgated by SEC. scope of the the authority Moreover, Audit Committee was adjusted according to and under the SET notification. Definition persons appointed by the Board of Directors or the company’s The Audit committee shareholders. members must be independent and not to be directors directors assigned by the Board of Directors to make decision on business operations companies, parent company, the of similar subsidiaries, joint venture, subsidiaries, or any juristic persons that must They interst. of conflict have may of parent be neither the director joint venture subsidiaries, companies, and similar subsidiaries. They must responsibilites and qualifications have as announced by the SEC and as per qualifications the on regulations SET the Committee. Audit work scope of and They shall also have sufficient knowledge and experience to review statements financial the of reliability the and perform other duties under their Audit Committee members. as roles The Board of Directors considered that all the Audit Committee members company’s the to according qualified are and SEC the with comply and definition Committee Audit The regulations. SET Definition Independent directors mean director follows: specifications as that have 1. Hold not exceeding 0.5% of total its the company, of voting shares subsidiaries, affiliates or other jurustic persons with possible conflictof by held including the shares interest, 258 section (under persons related their act) of securities and exchange 2. Neither involving in management, non controlling nor being authorized nor being the signatory person, executive’ employees, company’s competent salaried consultant, authorized person to control the its company, subsidiaries, affiliates or 3 last the in and persons jurustic other appointment. years before blood by related person a being Not 3. such as father, or legal registration spouse, and child including mother, spouse of the child to executives, major persons, or controlling shareholders, as executive nominated be to persons person of the company or controlling independent and be its subsidiary or executives major shareholders from persons. and controlling 4. Not having a business relationship with the company in occasional service business, in and commercial requirement SET’s the with accordance transaction. on the related 5. Not being a person who has been of the appointed as a representative shareholders major director, company’s to the related who are or shareholders major shareholders. which characteristics any having Not 6. expressing in incapable him/her make independent opinions. 7. Be capable in protecting all shareholders/ benefits equallyand any to prohibits supervising in order conflict of interestbetween the persons, and able company and related of Board the of meetings the attend to to make a decision in order directors on significant issues. perform shall directors Independent that their duty independently to ensure politics, plans and the company’s and appropriate correct, operations are objectives in line with the company’s and rules as well as the shareholders’ laws in and related meeting resolution order to equally protect shareholders’ of definition this Furthermore, benefits. has been revised independent directors strictly than that so as to be more defined by SEC. Directors (2) Independent ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

In case that any director or parties with parties or director any that case In possible conflict of interest, per as announcements of the Securities and Exchange Commission (SEC) and/or (SET), Thailand of Exchange Stock the may have conflict of interest, the shall have no authority to director(s) the matter thus for the best approve benefits of the Company and shareholders. Responsibilities of the Board of of of the Board Responsibilities Directors 1. The Board must conduct the business in compliance with laws, the of Articles Objectives, Company’s the of resolutions and Association, Shareholders’ Meetings with integrity best and prudence for MAJOR’s interests. Company the 2.inform must Board The or indirect immediately their direct to the company’s regarding interests contracts occurred during the fiscal year. Furthermore, they must inform their changes on their holding common or bond in the Company itself shares or the Affiliate Companies during the fiscal year. meeting the 3. arrange must Board The month with more at least every three attending than a half of total directors of the the meetings. The resolutions majority the on based are meetings votes. Annual the 4. organize must Board The General Shareholders’ Meeting within four months after the ending of the fiscal year. Company’s 5. All directors are restricted from conducting, investing, and being partner in the companies having the same business as MAJOR. the appointment of externalthe appointment Auditors and sales the compensation, their with partial or overall of MAJOR’s transfers the or transfer the purchase business, the companies, other from ownership revocation or amendment preparation, contracts and the leasing of MAJOR’s person to conductempowerment to any of MAJOR or the business on behalf persons to share with other the merger have must Board the losses, and profits the shareholders’ from the resolution meeting on such matters. GOVENANCES 38 GOVENANCES 41 0.35 0.35 0.35 0.25 0.35 0.25 Shares - (Milion Baht) Remuneration (Milion Baht) (Baht) Special 816,500 816,500 263,000 263,000 263,000 263,000 263,000 263,000 263,000 263,000 263,000 Remuneration - (Baht) Annual 500,000 687,500 587,500 587,500 500,000 800,000 662,500 608,333 583,334 583,333 500,000 Remuneration Position Persons ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. Chief Retails Offfi icer Chief Finance Offfi icer Chief Construction Offfi icer Chief Media Offfi icer Chief Cinema Offfi icer Chief Technology Offfi icer Name Remuneration 1. Mrs. Jinda Wantanahatai 2. Ms. Thitapat Issarapornpat 3. Mr. Kitikorn Poomsawang 4. Mr. Niti Pattanapakdee 5. Mr. Apichart Kongchai 6. Mr. Sudaporn Trongpanich Remuneration of MAJOR’s Management as of year 2013 Employee stock option (ESOP-W4) was distributed among directors and managment as followed: Salary, Bonus and Provident Fund Bonus and Provident Salary, 7 21.09 Position Chairman of the Board /Independent Director Director Director Director Director Independent Director Independent Director Director Independent Director Chairman of Audit Committee (Effective date on 15 February 2013 , approved by the Board of Director’s Meeting) (Resigned effective date on 14 February 2013) Chairman of the Nomination and Remuneration Committee Independent Director Audit Committee Member Nomination and Remuneration Committee Independent Director Audit Committee Member Nomination and Remuneration Committee Independent Director Name 1. Mr. Somchainuk Engtrakul 2. Mr. Vicha Poolvaraluk 3. Mr. Verawat Ongvasith 4. Mrs. Paradee Poolvaraluk 5. Mr. Thanakorn Puriwekin 6. Pol.Sub.Lt. Kriengsak Lohachala 7. Mr. Athasith Damrongrat 8. Mr. Wichai Poolvaraluk 9. Mr. Chai Jroongtanapibarn 10. Mr. Wallop Tangtrongchitr 11. Mr. Naruenart Ratanakanok 12. Dr. Satian Pooprasert 7. To appoint advisors in various respects significant to the operations for the best benefits of the company. The CEO CEO The company. 7. the of benefits best the for operations the to significant respects various in advisors appoint To to the company. attorney(s) to appoint related case or defend the lawsuit to is empowered terminated, be can authorization Such appropriate. deemed as behalf his/her on task perform 8. to person(s) assign To or modified. changed and committee executive the to status financial and projects any of progress performance, 9. company’s the report To of Directors. the Board of Directors. or the Board committee by the executive other works assigned perform To 10. have shall CEO the interest, of conflict have may interest of conflict possible with persons other or CEO the that case In such matter. approve no right to of Directors the Board Remuneration of The Board of Directors’ meeting no.1/2013 on 15 February 2013 resolved to Noted 6,600,000 approve Baht fee the meeting and 2013 compensation annual to remunerations Separate of directors. the no for 10,600,000 Baht than more base on year performance. to director’s of special remuneration pays an additional Baht 4,000,000 that the Company Other Remuneration In addition to ordinary remuneration, The Options Stock Employee allocate also Company and for the company directors Program initial public employees (prior to the company’s and of the directors in the recognition offering) as well contribution to the company employees’ as motivation to work for the company in the section. ESOP in shown are details The run. long Position Position Responsibilitites of the Chief ExecutiveResponsibilitites Officer investment plan, 1. business formulate To plan for approval plan, and annual budget by the executive committee and/or the of Directors. Board 2. To be responsible for the overall to deliberate all the management and the preset policies to achieve company’s business the policy, objectives and within by the plan approved plan and budget of Directors. Board 3. To be responsible an execution or to the company’s payment according budget annual or regulations authorization of Directors. by the Board approved 4. To recruit, hire, transfer, reshuffle, any suspend or terminate employment of executives or employees and to stipulate and and responsibilities scope of roles An execution remuneration. appropriate of position equivalent to senior vie to or higher shall be reported president execution an while Directors, of Board the audit internal the to equivalent positions of withdepartment executives shall be made consideration. the Audit Committee’s 5. To appoint respective authorized document company’s the to sign persons in the area of accounting, finance, sale and general production, purchase, management as well as other important document. 6. set, To change, revise or cancel any announcement, order, rules, regulations, internaland control measures punishment systems for use as guideline for all employees and to enable the internal management is executed as per the policies. company’s Team (7) Chief Executive Officer and Management Name Name At the end of 2013, Management team of Major consisted 8 members; 1. Mr. Vicha Poolvaraluk Poolvaraluk Vicha 1. Mr. Thanakorn Puriwekin 2. Mr. 3. Mrs. Jinda Wantanahatai Chief Executive Officer 4. Ms. Thitapat Issarapornpat Kitikorn Poomsawang 5. Mr. Chief Films Officer Niti Pattanapakdee 6. Mr. Chief Retails Officer Chief Finance Officer Apichart Kongchai 7. Mr. Construction Officer Chief 8. Ms. Sudaporn Trongpanich Chief Media Officer Officer Deputy - Chief Bowling Business Chief Technology Chief Cinema Officer Deputy - Chief Corporate Strategy & IR ee comprises ee Committ Remuneration and Nomination the 2013, December of 31 As follows: as are term. They 3 years with 4 members Chai JroongtanapibarnMr. Tangtrongchitr Wallop Mr. Naruenart Ratanakanok Mr. Committee Remuneration and Nomination the of Chairman Ongvasith Verawat Mr. Member Nomination and Remuneration Committee Committee Member Nomination and Remuneration Remuneration Committee Member Nomination and Responsibilities of the company of the company Responsibilities secretary give basic 1. advice To to the Board of Directors on related laws, regulations the with in accordance and provisions well as follow up and good practices as to be accurate monitor the compliance and consistent. arrange meetings 2. of To the Board of shareholders and committees Directors, laws, with the applicable in accordance and practices, regulations the company’s as well as complying wit the good corporate governance of the policy company and SET. and data of disclosing the monitor To 3. information to the responsible the government to agencies according related of requiremetns and regulations communicating including organizaitons, of them and take care with shareholders appropriately. 4. To provide and keep the following documents; a) record Directors’ b) Invitation letter and minutes if the Board of Directors meeting, as well as annual report. the company’s c) Invitation letter to shareholders and its mitnues. report interest of conflict the keep To 5. or executives. by directors provided support 6. the To assignment given by of Directors. the Board the by specified as others operate To 7. Capital Market committee of SET. secretary (6) Company

ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

Thailand.The Nomination and and Nomination Thailand.The considered Committee Remuneration an Jroongthanapibarn, Mr.Chai that is knowledgeable director, independent and in nomination and has experience and top directors of remuneration appointed and therefore management, Chairman. him the Committee

the Board of Directors. the Board 4. To perform any tasks assigned by Directors should be informed. Directors results results or other matters the Board of the Remuneration Committee’s meeting the Remuneration Committee’s 3. To 3. report To to the Board of Directors Executive Officer Directors, Directors, committees and the Chief annual remunerations for annual the of remunerations Board 2. To set necessary and appropriate case may be, the shareholders’ meeting. case may be, the shareholders’ the Board of Directors and/or, as the Executive Officer for theapproval by Directors, Directors, committees and Chief remunerations remunerations for the Board of 1. 1. To set all rules and policies on Function Responsibilities on Remuneration Responsibilities on Remuneration the Board of Directors. the Board 4. To perform any tasks assigned by Board of Directors should be informed. be should Directors of Board meetings or other matters that the the meetings or other matters that the results of the Nomination Committee the results 3. To 3. report To to the Board of Directors or Shareholders’ Meeting. or Shareholders’ approval by the Board of Directors and/ Directors of Board the by approval and and the Chief Executive Officer for and members of different committees committees different and members of persons to be appointed as directors, as directors, persons to be appointed 2. To consider and nominate appropriate appropriate nominate and consider To 2. Executive Officer. different committees and the Chief committees and the Chief different nominating directors, members of members of nominating directors, 1. To formulate criteria and policy in Function Responsibilities on Nomination on Nomination Responsibilities of Directors’ resolution. of Directors’ execution to be according to the Board Board the to according be to execution to coordinate and follow up the and follow up the to coordinate Board of Directors’ conduct as well as well as conduct Directors’ of Board Directors shall be aware, to monitor the monitor to aware, be shall Directors and regulations which the Board of on giving the advices regarding laws laws on giving the advices regarding perform the duties of company secretary Ms. Krittiyanat Techasukthaworn to The Board of Directors appointed appointed of Directors The Board GOVENANCES 40 GOVENANCES 43 performance index. This not only not only This index. performance and goal achievement the ensures the also allows risk but reduces to respond to adjust itself in company environment. the changing the audit company establishes The and the audit department. committee internal and This is to enhance control This regulations. the to compliance advice to other department gives encouraging self departments by control. It reports to the management and the audit committee. audit department internal the the control, directs Though the management to the audit reports is independent and committee. It provides guidance to compliance to internal control ensures system. The work of internal audit is also reported to the high-level management. and the audit committee every board the to The audit department reports month. Any default which needs urgent to the audit attention will be reported prompt for immediately committee action. department regularly The audit the to report and default the up follows and the audit committee. board of its decision to the board for reporting The management is responsible on impacts significant have may which of situation financial and reputation the This includes any issues the company. to malfeasance and violation related of law. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. procedure has clear The company major with transaction the in approving executive committee and shareholders, and the audit The board members. policy have a clear ethical committee transaction conduct of any for this. The of made with awareness is always corporate long-term benefit. Any transaction with possible conflictof to the audit must be reported interest committee for review. compliance The company ensures parties concerned.of obligation to all of operation the monitors company The its subsidiaries. If the company it companies, subsidiary in any invests into the board will send a representative the Likewise, subsidiary. the of in the subsidiary sends a representative debtor committee of the company. A legal with the law. in accordance The company conducts its business up department is established to follow and change in laws and regulations, internalprovide legal advice. It supports lawful practice. law. the violates never company The Information System and 4. Communication The company always prepares documents and information in advance meetings. Additional of the board’s to the documents may be provided on the meeting day. board documents meeting letters, Invitation meeting are of previous and report always sent out to the participants prior to the meeting date. made to Meeting minutes are suggestion, essential details, capture concernsThe any). (if opposition and and will be minutes may be amended in the subsequent meeting. approved The documents for accounting well kept. are records The company uses appropriate accounting methods under the generally accepted accounting certified by audited also is It principles. public accountants. 5. Monitoring System The company sets its annual goal The the board. from and seeks approval the reports management regularly to the board. progress monthly and yearly basis in Each business unit is evaluated on daily, various platforms, such as key index. This not only performance the goal achievement and ensures conduct of code has company The governance. corporate of good as part announced of conduct is The code company-wide. Especially, it reminds to and the employees the management any with interest of conflict from refrain are measures Punitive partners. trading also clearly written. manual The company has operation for financial flow and business process and activities procurement transactions, This is to prevent administration. corruption. The malpractice and and regulations announcements, to keep always updated instructions are in business pace with the change practice. the company As a service provider, takes into consideration the fairness to all business partners for common equally, treated are partners All benefits. with transparency. responsibly 2. Risk Management management to establish external conducts risk and regularly The company internalmay impact risk factors which properly All risks are the company. handled and closely followed up. the analyzes carefully company The This situation which may lead to risks. serves as early warning which will be for risk to attention of the board brought management. company has the policy to The control risks and maintain follow-up risk for the company. to reduce measures case arises. There or when emergency held monthly Executive meetings are channels to communicate also are organization-wide to urge staff to measures. risk management observe systematic for prioritized also are Risks response. established is mechanism Follow-up the compliance of risk to make sure for indicators with plan management to risks. This will be reported relevant every month. the board 3. of Management Operation Control authority for each to set approving The company has written instruction management level and all employees This of this authority. informed are reflect to reviewed regularly is authority business operation. function, recording account (2) The company function, delegate (1) approval clear with custodianship property (3) and workflow. This is to ensure mutual control. the the board meeting 1/2014 on 13 2014. February internal for sufficiency of evaluation The elements five account into took control including (1) organization and environment, (2) risk management, (3) (4) management, of control operational and communication,information system and (5) monitoring system. The board the internalwas of the view that control was sufficient. In addition, the board viewed that the with major on transaction control was and the management shareholders consistent ample, and encouraged internal to uphold good control corporate governance. Assessment of Sufficiency for Internal Control The board scrutinizes the sufficiency for 2013 internal control system with details as following: 1. and Environment Organization The committee sets clear and measurable target for operation. For example, it requires annual operation plan and three-year plan which of contributes to the achievement the approval, After mission. and vision these plans will be translated into action plan for the execution of each business unit. The management then constantly monitors the plan implementation. If problems arise or any situation is likely to derail the plan, the management will adapt the plan before approval and seek the board implementing the adaption. the goal and reviews The board the that sure make to plan business conductedhas prudently management the business based on the past and performance, vision and present overall national mission of the company, set by economic data, and direction the also reviews The board the board. efficiencyof personnel the and of remuneration appropriateness economic conditions. to relative The company establishes suitable for departments which are on the company operation. A review is made to determine if it is structure to the change of business respondent efficiency, operational For environment. the head officeis structured into strong various departments to ensure support organization-wide. 1. the in reporting of their responsibility All the executives are informed spouse and of individual, shareholding in change Any children. underage as has to be reported shareholding required by Sections 59 and 275 of Securities and Exchange Act (B.E. 2535) the and information inside significant 2. to access have who executives All financial statement are notified by that they shouldwritten communication of the trading the shares from refrain month. They are companies for one is information such that reminded also to revealed be cannot and confidential any individuals before the financial is statement or such information publicized. for violators range Punitive measures verbal warning of from to termination employment. Labor Dispute Major does not have any Currently, labor dispute. Personnel Development Policy Major has internal to improve trainings on- involves training The staff. of skills senior by coaching and training the-job in each line of work. Major also staff encourages its employees to attend external decent seminars and has work long-term ensure to remuneration commitment. Dividend Policy Major has policy to pay dividend to the cash sufficient of case In shareholders. additional for need no is there and flow of dividend pay will Major investment, 40% of net profit. However, the different a set may board company to the dividend level in respond the of the company, circumstance the liquidity, company’s the of situation economic condition and market outlook. Internal Control internalThe did the department audit 2013 for sufficiency the of assessment internal control on 7 February 2014. by the The assessment was approved to audit committee and was forwarded

ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

Internal Control Internal Major requires that its executives, employeesthe and board the of member to the ethical use of inside adhere information. The information, especially shares, the trading of the company’s measures The confidential. kept be must the use of inside information prevent to following: for personal gain are Control on Inside Information Control In 2013, the audit committee had 10 meetings to consider the transactions and the sufficiency of internal control. It also had meetings with auditors to review and scrutinize the financial disclosure in the financial statements as well as considering annual audit plan. The internal control of Major examines The internal of Major examines control financial transactions, operations and businessinvolve which functions other the all that sure make helps It activities. accordance in conducted are activities with the efficient and determined the independence, secure To directions. the internal audit department directly audit committee. to reports The Board of directors stresses on the on stresses directors of Board The internal system and internal control and both management audit in of board levels. The operational are and the management directors and for providing responsible directly system, maintaining internal control and evaluating the sufficiency ofthe The internalinternal control control. consists of five components: organization and environment, risk of control management, operational system and management, information and monitoring communication, components help system. These develop determine business direction, to information and communication divide decisions, well-informed ensure authority and determine the financial for each management level, approval for and set clear operational procedure of areas These work. of line each practice, ethical determine also control to prevent set transaction process conflict of interest with any parties, to access appropriate ensure information, and uphold the generally accepted accounting principles which support the work of independent auditors. GOVENANCES 42 GOVENANCES 45 Major details/conditions ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 2013 Amount (million baht)

Type of transactions Expense 1. Interest expense 2. Other expenses 1.46 This is a normal business transaction. Revenue 0.47 1. Management fee income This is a normal business transaction. 37.55 Property management fee which is a and interest 8% per year normal business transaction. Approved by Audit Committee to be comparable to market price. Revenue 1. Dividend income 2. Other income Expense 1. Rental, service and 3.27 The transaction is from investment. utilities fee 1.42 27.73 This is a normal business transaction. To rent rental space to operate cinema 2. Other expense Trade account receivable Other receivable 1.64 Deposits received This is a normal business transaction. 0.97 Other payable This is a normal business transaction. and bowling business in Chachoengsao, 26.47 Thonglor and Esplanade branches, This is a normal business transaction. 5.52 approved by audit committee to be This is a normal business transaction. comparable to market price. 2.90 This is a normal business transaction. interest Associate with 23.72% holding Associates with 33% holding % of Ownership % of Ownership Associates with 50% direct holding and 11.86% indirect holding through SF interests Person/Juristic Person/Juristic have confl ffi lict of ffi have confl person who may person who Major Cineplex Lifestyle Leasehold Property Fund Siam Future Development Plc. Ratchayothin Avenue Co., Ltd. Related Transactions Transactions Related Human Resource Human Management Policy Management Human Resource Development Human Resource both MAJOR arranges for the staff on-the-job training and functional senior training, on-the-job For training. and give advices staffs whole the through all recommendations With respect to junior staffs. process in-house various trainings, functional to by training courses will be arranged both internal or and external lecturers to attend outside seminar sending staff programs such as those organized consistently by The Management and Psychology Institute (MPI). MAJOR arranges other Soft Skills such as Leadership skill, Selling & negotiation work technique, Marketing skill, Team development etc. co-operated (SET), has Thailand of MAJOR Exchange addition, Stock In with which is a long-term program with an and serve students objective to promote who need to utilize their free time by working to get experiences. In this the students offers connection, MAJOR some position in a chance to practice with their to be appropriate considered time of each skill, and spare maturity, student. Staff Remunerations Recruitment and Motivation Recruitment and internal on a focus MAJOR places additional and then gives recruitment within from trainings since promotion will not only get staff acquainted with operations and help the company’s morale in working, but also create attract them to stay longer with the the with them provides who company, comparable compensation with other companies in the same industry. In nice addition, MAJOR has provided that would working environment enthusiasm. staffs increase Staff Staff remunerations, consisting of and overtime payment, bonus salary, provident fund, totaled to Baht 649,778,125 in 2013. Personnel ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. *Exclude temporary staffs

As of December 31, 2013, MAJOR recorded the number of the 2,901 for well-prepared be to employees, continual growth on Cinema & Concession Business, Bowling & Karaoke Business, Advertising year In Business. Rental and Business 2013, MAJOR opened 12 new full spectrumthe cover cineplexes at to of customer segments. Human Resources Human GOVENANCES 44 GOVENANCES 47 Major details/conditions ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 2013 Amount (million baht)

Type of transactions Revenue 1. Rental, service and utilities fee income 32.31 Rental space of MAJOR Group at Ratchayothin, Sukhumvit, Rangsit, 2. Advertising income 3. Interest income 4. Other income 4.39 Trade account receivable Samrong, and Metropolis branches. This is a normal business transaction. Other receivable 0.14 2.12 Finance lease receivable This is a normal business transaction. This is a normal business transaction. 1.10 Trade account payable This is normal transaction and This is a normal business transaction. 1.77 Advance receipt for approved by audit committee to 0.05 This is a normal business transaction. rental and service be comparable to market price. 0.06 This is a normal business transaction. (included in other This is a normal business transaction. 15.58 non-current liabilities) This is a normal business transaction. Revenue 1. Management fee income 2. Rental and service income 0.48 1.69 3. Advertising income This is a normal business transation. This is a normal business transation. 4. Dividend income Trade account receivable 0.19 Other receivable This is a normal business transation. 0.32 Other payable 6.75 This is a normal business transation. The transaction is from investment. 0.04 This is a normal business transation. 0.42 This is a normal business transation. Other receivable 3.98 This is a normal business transaction Revenue Management fee income Trade account receivable 1.51 Other receivable This is a normal business transaction. 0.56 Other payable This is a normal business transaction. 0.37 This is a normal business transaction. 1.81 This is a normal business transaction. interest Mr. Vicha Poolvaraluk Joint ventures with 41.11% indirect holding through MPIC (MAJOR’s subsidiary company) Joint ventures with 49.00% holding Joint ventures with 50.00% holding % of Ownership % of Ownership interests Person/Juristic Person/Juristic have confl ffl lict of lict of ffl have confl person who may person who McThai Co., Ltd. 100% holding by Major Kantana Broadcasting Co., Ltd. PVR BluO entertainment Co., Ltd. K Arena Co., Ltd. Major details/conditions 2013 Amount (million baht)

Type of transactions 2. Utilities fee income 24.76 Utilities and service fee which is a 3. Dividend income Expense 105.63 1. Rental and service The transaction is from investment. 136.57 Rental space to operate cinema and normal business transaction. comparable to market price. 2. Advertising expense Approved by Audit Committee to be 3. Other expense Trade account receivable 6.18 1.30 This is a normal business transaction. Other receivable This is a normal business transaction. 1.51 Deposit This is a normal business transaction. Trade account payable bowling businesses under MJLF area. Other payable This is a normal business transaction, 8.86 Advance receipt from property approved by Audit Committee to be 0.97 28.10 This is a normal business transaction. This is a normal business transaction. lease (included in other comparable to market price. This is a normal business transaction. non-current liabilities) 3.46 Deposit receipt from property 0.07 This is a normal business transaction. 120.00 This is a normal business transaction. This is a normal business transaction. lease (included in other non-current liabilities) Finance lease liabilities (included in long-term borrowings from ffi ifi nancial 20.65 This is a normal business transaction. institutions) Revenue 1. Dividend income 2. Other income 20.00 Expense The transaction is from investment. Other expense Other receivable 4.73 Other payable This is a normal business transaction. 0.60 2.39 This is a normal business transaction. This is a normal business transaction. 1.81 Money from selling ticket and payback next month interest % of Ownership % of Ownership Associates with 40.00% holding interests Person/Juristic Person/Juristic have confl ffl lfl ict of lfl ffl have confl person who may person who ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

Thai Ticketmajor Co., Ltd. GOVENANCES 46 GOVENANCES 49 Major details/conditions ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 2013 Amount (million baht) Type of transactions 2. Other expense Other receivable Deposits received Trade account payable 0.20 Other payable This is a normal business transaction. 0.02 0.62 0.10 This is a normal business transaction. This is a normal business transaction. This is a normal business transaction. 0.02 This is a normal business transaction. Expense 1. Rental, service and utilities fee 26.22 Rental spaces and service charges amount to 800 baht a month a sq.m. for operate cinema business at pinklao branch for 15 years started from 1 February 2002 to 31 January 2017, The agreed price is comparable for those of EGV cinema at Central Pinklao and was approved by Audit Committee. Expense 1. Rental, service and utilities fee 30.37 Paid for the right to rent MAJOR 2. Advertising expense 3. Other expense Cineplex pinklao branch. The agreed Trade account payable 0.30 Other payable This is a normal business transaction. 0.33 0.62 This is a normal business transaction. This is a normal business transaction. price was comparable Central Pinklao’s project and was approved by Audit 1.02 This is a normal business transaction. Committee. interest Holding by Mr. Vicha Poolvaraluk’s father 50%, Mr. Vicha Poolvaraluk’s mother 10% Holding by Mr. Vicha Poolvaraluk 99.99% % of Ownership % of Ownership interests Person/Juristic Person/Juristic have confl ffl lict of lict of ffl have confl person who may person who Well Entertainment Part, Ltd. Petch Pinklao Co., Ltd. Major details/conditions 2013 Amount (million baht) Type of transactions Management fee 23.40 Bt 1.95 million per month started from 1 January 2012 – 31 December 2016. Approved by Audit Committee. The agreed price as stipulated in the agreements and is no more than 1% of revenue with corperative less than compensation for Managing Director in listed companies. Revenue 1.Management fee income 4.80 400,000 baht a month for manage Expense Equipment rental 18.51 1.8 million baht a month covered 8 pinklao branch owned by Mr.Vicha’s father. This is normal transaction and Deposit approved by audit committee to be comparable to market price. theatres for 15 years started from 1 February 2002 to 31 January 2017. 0.10 The agreed price was comparable for This is a normal business transaction. those of EGV cinema at Central Pinklao and was approved by Audit Committee Deposit receipt from property lease (included in other non-current liabilities) 5.24 This is a normal business transaction. interest Holding by Mr. Vicha Poolvaraluk 70% and Mrs. Paradee Poolvaraluk 25% Holding by Mr. Vicha Poolvaraluk’s father 20%, Mr. Vicha Poolvaraluk’s mother 20% and Mr. Vicha Poolvaraluk 10% % of Ownership % of Ownership interests Person/Juristic Person/Juristic have confl fl ffl lfl ict of lfl ffl fl have confl ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. person who may person who

Well Ad Co., Ltd. Well Cineplex Co., Ltd. GOVENANCES 48 GOVENANCES 51 Major details/conditions ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 2013 Amount (million baht)

Type of transactions Expense 1. Rental, service and utilities fee 11.99 To rent rental space and service to 2. Other expense Other receivable operate cinema and bowling business Other payable 1.00 This is a normal business transaction. 16.56 in Esplanade branch. This is normal This is a normal business transaction. transaction and approved by audit 1.21 This is a normal business transaction. committee to be comparable to market price . Revenue 1.Management fee income 0.61 Management fees charged to income 2. Rental, service 3.Other income 2.05 To rent space and service in the Trade account receivable Other receivable as salary and commission. This is 1.07 Other payable normal transaction and approved by This is a normal business transaction. 0.48 audit committee to be comparable to This is a normal business transaction. 0.97 market price . 0.22 This is a normal business transaction. This is a normal business transaction. building of the and utilities fee MAJOR Group. Other payable 0.12 This is a normal business transaction. interest Holding by Mrs. Paradee Poolvaraluk 99.99% Holding by Mr. Vicha Poolvaraluk 50% and Mrs. Paradee Poolvaraluk 45% 23.72% Indirect holding through Siam Future Development Plc. % of Ownership % of Ownership interests Person/Juristic Person/Juristic have confl fl fl fl ffl lfl ict of lfl ffl fl fl fl have confl person who may Well Place Construction Co., Ltd. We Fitness Co., Ltd. Siam Future Property Co., Ltd Major details/conditions 2013 Amount (million baht)

Type of transactions Expense 1. Rental, service and utilities fee 2. Other expense 35.19 This is a normal business transaction. Other payable Revenue 1.49 This is a normal business transaction. 4.23 This is a normal business transaction. Dividend income 1.30 The transaction is from investment Revenue Management fee income 0.81 22,500 baht a month for manage Expense 1.Utilities expense 1.43 ratchayothin branch. This is normal This transaction was for rental space transaction and approved by audit 2. interest expense committee to be comparable to market price . Other receivable Other payable 0.65 This is a normal business transaction with purpose of operating the 9.32 company’s offi ffi ice at Ratchayothin This is a normal business transaction. avenue. Approved by Audit Committee 0.11 This is a normal business transaction. to be comparable to market price. and interest 8% per year interest 11.86% Indirect holding through Siam Future Development Plc. and 50.00% Indirect holding through Ratchayothin Avenue Co., Ltd. 11.62% Indirect holding through Siam Future Development Plc. Related with 6.41 % holding % of Ownership % of Ownership interests Person/Juristic Person/Juristic have conffl lfl ict of lfl have conffl person who may ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

Ratchayothin Avenue Management Co., Ltd

PVR Limited SF Development Co., Ltd. GOVENANCES 50 GOVENANCES Employee Stock Option Program

GOVENANCES Major Shareholders According to the Annual General Meeting of the Sharehold for the Year 2013, the shreholders approved the company issued and offered grants of warrants to employees as follow:

(ESOP-W4)

Type indicate hold and non-transferable Term 5 year from the issuing date Amount 8,690,000 units Offering method allot to 108 directors and employees without offering Offering price price (-0- baht a unit) Exercise Ratio 1 warrant for 1 common share Exercise price 15.44 baht per share Exercise period last working day of March, June, September and December till to expiry on which the last date is 9 April 2017, and start exercise date is 30 June 2014

Shareholder Shares Percentage VICHA POOLVARALUK 306,140,100 34.49%

STATE STREET BANK AND TRUST COMPANY 80,643,700 9.09% THAI NDVR COMPANY LIMITED 79,683,770 8.98% STATE STREET BANK EUROPE LIMITED 50,527,684 5.69% THE BANK OF NEW YORK (NOMINEES) LIMITED 36,055,293 4.06% PARADEE POOLVARALUK 30,470,436 3.43% THE BANK OF NEW YORK MELLON 28,088,900 3.16% HSBC (SINGAPORE) NOMINEES PTE LTD 20,067,600 2.26% MORGAN STANLEY & CO. INTERNATIONAL PLC 16,543,300 1.86% PERSHING LLC 10,497,629 1.18%

52 ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 53 GOVENANCES

Friendly Pop: 100% Biodegradable Popcorn Corporate Social Bucket of Environmentally Friendly Major and Environment Major Cineplex Group in partnership

GOVENANCES with PTT Group held “Let’s Go Green Together” to showcase “Friendly Responsibility Pop”, the 100% biodegradable popcorn bucket. This green innovation aims at raising awareness of environment among new generations and reducing waste problems. Major Fanfare for Kids on National Cineplex Group is the first to introduce Children Day 2013 with 25,556 Bio Polybutylene Succinate (BioPBS), Gift Cards from Major Cineplex aka biodegradable plastic which is Group made from crops such as sugarcane and tapioca. BioPBS is safety for food Major Cineplex Group brought the joy contact application and is resistant to to kids with its “Major Kids Day Pass” fat and oil in food, making it a perfect in celebration of National Children Day container of popcorn. 2013. The 25,556 cards were presented to Her Excellency Prime Minister Indeed, this innovation is in Yingluck Shinawatra who would accordance with business practice of distribute them to the children attending Major Cineplex Group which always National Children Day at Government strives to deliver environmentally House. The Major Kids Day Pass offered friendly products and service to our one movie seat (on 12 January – 12 clients in a bid to encourage them to February 2013), one popcorn set, one take care of our environments and bowling game and one-hour ice-skate consume our resources sensibly. Less and schools, because these institutions round at all Major entertainment outlets waste from using BioPBS would also were the key element in cultivating our nationwide including Major Cineplex, raise living quality. The Friendly Pop kids and our future. So, it organized EGV, Esplanade Cineplex, Paragon is available for three years from June “Share Love with Schools Project”. It Cineplex, Paradise Cineplex, Mega 2013 at eight main branches of Major chose Municipal School 1, Ban Nong- Cineplex, Major Bowl Hit, Blu-O Rhythm Cineplex Group including Major sak-ngiaw. The school was under the and Bowl, and Sub-Zero Ice-skate. Celebration of National Mother Cineplex Ratchayothin, Sukhumvit- municipality of Huay Yai Sub-district in Plus, all Major outlets also held Major Day. Free Movies for Moms! Ekkamai, Pinklao, Central Pinklao, Bang Lamung District of Chonburi Cineplex KIDS Day 2012. The event Bang Kapi, Rama 2, Rama 3 and Province. The school buildings and gave kids of age under 12 free movie Major Cineplex Group celebrated Paragon Cineplex. facilities had been in dilapidated tickets, bowling games and free ice- National Mother Day with free tickets conditions and lacked the budget for skate rounds on 12-13 January 2013 for moviegoers taking mothers to any Friendly Pop is the biodegradable renovation. Vicha Poolvaraluk, Chief (before 2 p.m.) movies whole day in every subsidiary popcorn bucket which is 100% Executive Officer (CEO) of Major Cineplex Municipal School 1, Ban Nong-sak- (normal seats and 2-D digital system) decomposable in 180 days. Group led the executives and more than ngiaw was established in 1949 by Ajarn under its six brands: Major Cineplex, Unlike paper utensils coated with 250 staff to help renovate. The school’s Jaroon Phokaew with support of the EGV, Paragon Cineplex, Esplanade polyethylene (PE) which leaves plastic, building and hall were repainted. Roof community. It has 333 students from Cineplex, Paradise Cineplex and Mega Free Movies for Dads on BioPBS is able to entirely decompose leakage as well as broken fences was kindergarten level to grade 6 with 19 Cineplex. All mothers would receive National Father Day into carbon dioxide (CO2), soil and fixed, and trees were planted around the teachers plus a school director. 60% discount coupon for health water. The CO2 would then become school to improve the landscape for a examination at Bangkok Hospital. Major Cineplex Group joined all Thais part of photosynthesis of plants. This better learning environment. Plus, Daughters and sons with M-Generation in celebrating National Father Day on is the example of our attempt to add teaching equipment for students of card membership would also enjoy free 5 December with free seats for fathers value to our products and services, classes from kindergarten level to Grade popcorn (46 ounce) with their moms. (normal seats and 2-D digital system) and bring environmentally-friendly 6 was also donated to the school. in all branches under its six brands: innovation to our consumers. Major Cineplex, EGV, Paragon Students enjoyed the lunch feast plus Cineplex, Esplanade Cineplex, Share Love with Schools: ice-cream and popcorn, and returned Paradise Cineplex and Mega Cineplex. Renovation of School for their gratitude to their brothers and For M-Generation card holder, free Students sisters of Major Cineplex Group with two popcorn (46 ounce) was free and performances. The event ended with the daddies would also join the draw to get As a socially responsible corporate, handover of renovated buildings to Mr. free heath examination package from Major Cineplex Group always lent its Pairat Traisuphashoke, mayor of Huay Bangkok Hospital. hand for the betterment of our society Yai Municipality and Ms. Naraporn with a particular focus on education Salak, deputy director of the school

54 ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 55 FINANCIALS GOVENANCES Management Discussion Movie

GOVENANCES Content & Analysis 6% Rental and services Business 6% Bowling and Karaoke Business 6% The Company overview Advertising Business Cinema Business 14% 53% The company operates in 6 main businesses: cinema, recreation Major Care Foundation for the Concession Business (including bowling, karaoke and ice 15% Disabled and Underprivileged skating), rental and services, advertising Children: We gave people smile media and Movie content. Expanding 12 branches in 2013, Thai society at present has been since managing the asset effectively, plagued with underprivileged children there were 479 screens with 114,750 is classified as joint ventured company Major Cineplex Rangsit. The total value and senior citizens. The kids lack the seats, 397 bowling lanes, 256 karaoke of the Group. The Group holds M was 2,300 million baht. Which the access to education and essential rooms, 5 ice skate rinks with 50,403 Channel’s ordinary shares 1,799,996 company held Fund - share at 33%. developments. With the awareness of square meter rental area at year end. shares, representing 44.99% of the Consequently, MJLF has invested by these problems, Vicha Poolvaraluk, For the Movie content Group, which paid-up share capital. The equity renting Suzuki Avenue Ratchayothin at Chief Executive Officer (CEO) of Major 4. Not get involved with any political consistently provide DVDs in order to has been strategically restructured and method of accounting is applied to the end of 2009 with the capital Cineplex Group would like to address activities. encourage the extracurricular activities expanded to best synergies with the this investment in the consolidated registration and the paid capital was these issues and make our society a in the schools. Movies are part of core cinema business in 2013, M financial information. increased to 3,300 million baht. The better one. So, he established Major Objective edutainment learning as they are a fun Pictures Entertainment Public Company As the result, the restructuring company will continually invest to retain Care Foundation to open the world and medium of instruction. Limited (MPIC) has purchased the process has more completely as 33% shares. create the smile. The foundation aims Major Care Foundation is registered ordinary share from subsidiary started off from putting MVD Co., Ltd., In 2013, the company has set up the at improving living conditions for as a charitable organization on 3 July After the opening ceremony, the companies and joint venture companies a home entertainment distributor of Major Holding International Company disabled and underprivileged children, 2012. It has an opening ceremony in foundation organized “the Open the which are; DVD, VCD and Blu-ray discs, under Limited (“MHD”) as the holding company senior citizens and lending other 12 January 2013. In the first three years, World and Bring Smiles” activities. As 1) The Company had made additional M Pictures Entertainment Public with the capital registration was 1 million supports for public interest. It focuses it plans to achieve the following of December 2013, the foundation investment in T1 of 40,000 shares Company Limited Group. The baht. The company held the 99.96% of on providing education, especially the objectives: brought 21,655 children for movies and totaling Baht 4,000,000. The acquisition intention was to create an integrated the total value of share. Later, the extracurricular ones to develop, inspire - It will give free movie tickets as well gave 21,655 stationery kits. It also resulted in the change in shareholding films distribution company when company bought 99.99% of share of and paint the smile on the needy so that as stationery kits to 100,000 brought 5,396 senior citizens for percentage from 80.00% to 90.00%. combining with MPIC’S existing DPM which is a company of renting and they would grow into quality adults of underprivileged children with 6-8 years movies in Bangkok, Chiang Rai, Chiang The difference from additional subsidiary, M Pictures Company service of projectors and equipment, the society. Esplanade Cineplex of age. Mai, Tak, Kamphaeng Phet, investment of Baht 5,212,261 was Limited, an upstream theatrical totally value at 5 million baht to gain more Takes Kids to 3D Animation Car 2 - It will give free movie tickets to Phetchabun, Phitsanulok, Nakhon recognized as “Change in parents’ distributor. business and increase the value for the 15,000 senior citizens with age above Sawan, Ubon Ratchathani, Udon Thani, ownership interest in subsidiaries” in In an effort to be a total lifestyle company in the future. Purpose of the Foundation 60. The tickets will be available in all Nong Bua Lam Phu, Sakon Nakhon, the consolidated shareholders’ equity. entertainment company, the company For International investment, the branches of Major Cineplex Group in Nakhon Ratchasima, Saraburi, 2) The Company acquired ordinary has also invested in Siam Future company invests in PVR Limited., which 1. Help and improve living conditions of Bangkok and other provinces. Tickets Ayutthaya, Chanthaburi, Chon Buri, shares in Major Kantana Broadcasting Development Public Company be listed company in the Stock Exchange underprivileged children in the society may be distributed in 200-300 seats. Chachoengsao, Nakhon Pathom, Company Limited (M Channel) from Limited. – a lifestyle neighborhood of India, PVR is a leading and premium so that they would become quality The tickets giveaway does not include Nakhon Si Thammarat and Hat Yai and Major Cineplex Group Public Company shopping mall developer and Thai Multiplex Cinema Exhibition company in people of the society in the future. the accompanying caretakers. Samui. Limited (Major). The consideration was Ticket Major Company Limited an India. PVR pioneered the multiplex 2. Develop and enhance living conditions - It will provide 20 scholarships a year. made by way of exchange of the “Online Real-time” ticketing services revolution in India by publishing the first of the elderly so that they can become Each scholarship is worth 10,000 baht. Company’s newly issued ordinary for performances and exhibitions. multiplex cinema in 1997. Currently, its self-reliant and live a happy life. Each scholarship applicant is required shares for M Channel’s ordinary shares Nevertheless, the company also geographically diverse cinema circuit in 3. Cooperate with government agencies to submit the foundation an essay at the rate of 5.30 Company’s ordinary invested in Major Cineplex Lifestyle India consists of 360 cinemas with 85 and non-governmental organizations reflecting their inspiration after watching shares for 1 ordinary share of M Leasehold Property Fund also known branches. The business relationship with (NGOs), private sector and other any movie. Channel. The total exchanged ordinary as (“MJLF”) in June 2007. MJLF was PVR began in 2008 when setting up a charitable organizations to conduct - It will build a movie corner for 10 shares represented 9,539,978 shares at founded in order to gather fund to joint venture company, PVR bluO activities for public interest. schools in need each year and Baht 2.62 per share, totaling Baht invest in real estate and property in Entertainment Limited with PVR. While 24,994,743. Investment in M Channel Major Cineplex Ratchayothin and adding a new lifestyle entertainment to

56 ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 57 FINANCIALS

PVR’s business model, PVR bluO was to In summary, the profit at year-end introduce a new experience of 2013 was 1,052 million baht or 1.18 entertainment bowling to the Indian earnings per share which was 201 Liquidity and Report of the Audit Committee patrons. The entertainment bowling million baht or 24% higher than Profitability concept has been very well received in year2012. New Delhi, the first location of PVR bluO. Thus, the full rollout plan to other major FINANCIALS Financial position As of year-end 2013, the company’s cities in India is underway. This joint as of year-end liquidity was 0.49% which was venture activity provides the company decrease from year 2012 at 0.17%. with a great opputunity to unlock Asset The main reason was increase in potential growth in the Indian market. As of year-end 2013, the company’s current liabilities from short-term loan total assets valued 13,630 million baht, for using as a circulating fund of the The Audit Committee of Major Cineplex Group Public Company Limited is comprised of three independent increasing 2,299 million baht or 20% company. from year 2012. The main reason was About profitability ratio, though the directors. The Audit Committee is empowered by the Board of Directors to examine all matters related to the from receiving the Property, Plant and company had higher revenue, the financial status of the Company, and its internal and external audits. The company pursues and promotes 2013 Performance equipment around 1,364.19 million baht company still took the higher operating good corporate governance by actively creating awareness and providing advice to management on sound or 25.6% from 12 branches expansion, cost. However, the effective the increase of investment of the Joint administration has led to the better risk management and internal control practices At year-end 2013, the company’s Venture Company (Siam future cost. Therefore, there was a slight revenue was 7,711 million baht, development) totally 435.29 million baht increase in profitability ratio from For the fiscal year 2013, the Audit Committee held 10 meetings. In such meetings, the Audit Committee and the increase of the investment of 11.35% to 13.28%. increasing 745 million baht or 11% from met external auditor to review the Company’s consolidated financial statement every quarter-end and provided year 2012. The revenue and grow the available for sale securities from proportion are as the following below: increasing market price of PVR limited assessments and recommendations to the Board of Directors and also met independently with the management The revenue growth was mainly from 448 million baht. and the internal and external auditors of the Company, conducted reviews and evaluations of accounting Liability cinema business. The company increased policies, the procedures relative to the accounting policies, the internal control assessment, and the audit the revenue from success movies which As of year-end 2013, the company’s made more than 200 million baht, mostly total liabilities valued 7,530 million baht, plan. Where weaknesses were identified in internal controls, corrective action plan has been taken to eliminate came from “Pee Mak Prakanong” and increasing 2,161 million baht or 40% or reduce the associated risks. international movies which are Iron man from year 2012. The main reason was 3 and Fast and Furious 6. And also more short-term loan from financial MGEN customers of 2.2 million of the institutions and other payable for Accordingly, in our opinion, the internal control of Major Cineplex Group Public Company Limited operated company which brought the customers braches expansion. effectively throughout the year to ensure that the Company’s assets were safeguarded, proper accounting Cash back to use the services faster. In records were maintained, and resources were utilized efficiently. The Audit Committee has recommended to addition, the company has gained more As of year-end 2013, the company’s revenue from selling more advertising. total cash and cash equivalent valued the Board of Directors that Mr. Pisit Thangtanagul CPA License no. 4095, Mr. Chanchai Chaiprasit CPA License The total costs and expenses of 496 million baht, increasing 15 million no. 3760 and Mr. Boonlert Kamolchanokkul CPA License no. 5339 of PricewaterhouseCoopers ABAS Limited, baht from year 2012. The reason was selling and administrative of the Company be re-appointed as the Company’s auditor for the financial year ending December 31, 2013. The re-appointment at year-end 2013, is 6,790 million Baht from 1,045 million baht generated from comparing with the year 2012 which the operating cash flow, used in 1,180 of the auditor and acceptance of its fee will be subjected to the approval of the shareholders at the Annual Company had total costs and expenses million baht in investing activities and General Meeting to be held on April 3, 2014 of selling and administrative at the received 160 million baht from financing amount of 6,384 million Baht. The cause activities mainly from short-term loan is increasing of cost of cinema and selling of the company. of concession business accordance with Source of funds As of year-end 2013, the company’s the total of increase revenues, and cinema branches expansion. However, total liabilities valued 7,530 million baht,

the proportion of costs and selling and increasing 2,161 million baht or 40% administrative expenses to the total from prior year. The current liabilities revenues of the year 2013, There are valued 4,352 million baht and Non- decreased to 3.60% by the effectiveness current liabilities valued 3,178 million

of the Company’s administration. (the baht. Chai Jroongtanapibarn proportion in 2013 is 88.06% compare Also, the company issued 3-year Chairman of Audit Committee debentures for 800 million baht. The with the year 2012 which has the February 7th, 2014 proportion at 91.66%) maturity date would be on 15 May 2016 At the end of year 2013, the Company and the fixed interest rate was paid at had other operating income at the 3.54% per annum. As of year-end 2013, amount of 340 million Baht, it was the bank overdraft and short-term loan decreased 93 million Baht or 21%. The from financial institutions cost 2,240 significant cause is the Company million baht. received the compensation from Insurance Company.

58 ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 59 FINANCIALS opinion. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 61 To the Shareholders of Major Cineplex Major Cineplex of Shareholders To the Limited Company Group Public Auditor’s Report Auditor’s Management is responsible for the preparation and fair presentation of these fi nancial statements in accordance in statements nancial with fi these of presentation fair and preparation the for responsible is Management Opinion In my opinion, the consolidated and nancial company statements fi referred nancial position respects, to above ofthe Majorconsolidated Cineplexand present Groupcompany Publicfairly,fi Company Limited and in all material its subsidiaries and of Major Cineplex Group Public Company Limited as at with Thai Financial Reporting ows for the year then ended in accordance 31 December 2013, of operations and cash fl company results and consolidated and Standards. Pisit Thangtanagul ed Public Accountant (Thailand) No. 4095 Certifi PricewaterhouseCoopers ABAS Ltd. Bangkok 13 February 2014 I have audited the accompanying consolidated and company fi nancial statements of Major Cineplex Public Group I have audited the accompanying consolidated and company fi the Limited, which comprise Public Company Group of Major Cineplex subsidiaries and Limited and its Company nancial position as at 31 December 2013, andrelated the consolidated consolidated and company statements of fi income, comprehensive statements of consolidated and company statements, and the related and company income and policies accounting cant signifi of summary a and ended, then year the for ows fl cash and equity shareholders’ in changes other notes. Financial Statements Responsibility for the Management’s enable to necessary is determines management as control internal such for and Standards, Reporting Financial Thai whether due to fraud or error. material misstatement, from free that are nancial statements of fi the preparation Responsibility Auditor’s My responsibility is nancialto statements express basedan on opinion myon audit.these Ifi conducted my audit in planandrequirements ethical with comply I that require standards Those Auditing. on Standards Thai with accordance material from free are statements nancial fi the whether about assurance reasonable obtain to audit the perform and misstatement. nancial fi the in disclosures and amounts the about evidence audit obtain to procedures performing involves audit An including the assessment of the risks of judgment, selected depend on the auditor’s statements. The procedures assessments, Inrisk making those nancial statements, whether due to fraud orerror. material misstatement of the fi the auditor considers internal control relevant to the preparation entity’s and fair presentation nancialof the state- fi but not for the purpose of in the circumstances, appropriate that are to design audit procedures ments in order an internalexpressing opinion on An control. the audit of effectiveness also the includes entity’s evaluating the ap- made by management, of accounting estimates of accounting policies used and the reasonableness propriateness nancial statements. of the fi as well as evaluating the overall presentation a basis for my audit to provide cient and appropriate I believe that the audit evidence I have obtained is suffi (Mr. Vicha Poolvaraluk) Vicha (Mr. Chairman

(Mr. Somjainuk Engtrakul) (Mr. Chairman of the Board The Board of directors is responsible for the Company and consolidated financial statements as well as

The Board of directors believes that the Company’s The internal of Board believes directors system that control is the sufficientCompany’s and be able to ensure trusted. reasonably financial statements as of December 31, 2013 are that the Company and consolidated Also, the Board of directors has and appointed of not audit Also, independent directors be committees the directors a who Board part are of management team to take responsibility of financial statements, internal control systemand to ensure and committee’s audit The complete. and accurate are that transactions interests of conflict and related over opine in this annual report. committee report opinion has been shown in the audit financial information as publicized in annual report. The financial statements are prepared according to generally to according prepared are statements financial The report. annual in publicized as information financial practice with careful consistent policy, in Thailand which applied appropriate standard accepted accounting statement. financial to notes the in information of disclosure enough as well as estimation best and consideration the Board of Moreover, directors has provided and maintained efficient internal control system to ensure that accounting records are accurate, complete and adequate to preserve assets and prevent fraud or materially operations. irregular

Responsibility Statement Statement Responsibility of the Board of Director to the Financial Statement to the Financial Director Board of of the

ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. FINANCIALS 60 FINANCIALS - - - - 3 2012 Restated Unit: Baht - 2012 Company - 2013 - 610,514,424 467,777,630 65,607,579 - 20,989,867 8,900,000 ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 63 2012 Restated - 2012 Consolidated 2013 37,982,207 126,244,198 82,854,356 17,103,698 93,895,593 52,916,986 21,441,823 9,191,064 361,581,619 326,970,948 184,596,932 698,489,468 339,957,023 184,596,932 896,266,347 904,500,990 906,000,000 896,266,347887,576,343 904,500,990 887,576,343 906,000,000 881,897,219 887,576,343 887,576,343 881,897,219 822,278,811 640,387,269 483,262,178 1,058,809,437 1,136,292,344 1,068,726,448 31 December 31 December 1 January 31 December December 31 1 January 6,102,977,968 5,874,224,996 5,480,029,934 6,675,964,487 6,382,825,082 6,065,494,204 3,178,877,265 1,895,192,9177,530,430,113 1,674,474,875 5,368,958,990 2,075,670,660 5,179,836,198 1,204,927,600 5,546,488,255 990,304,433 3,788,609,267 3,600,020,138 4,351,552,848 3,473,766,073 3,505,361,323 3,470,817,595 2,583,681,667 2,609,715,705 6,099,328,236 5,961,370,410 5,636,905,944 6,675,964,487 6,382,825,082 6,065,494,204 13,629,758,349 11,330,329,400 10,816,742,142 12,222,452,742 10,171,434,349 9,665,514,342 17 333,773,783 251,779,749 248,416,330 91,600,342 12,655,147 20 1,736,382,154 1,527,442,595 1,260,879,916 1,218,515,977 945,118,841 908,306,016 2324 22,919,045 470,322,788 18,869,662 454,847,501 16,532,500 442,522,322 16,006,045 86,926,910 10,431,741 60,438,414 20,252,900 9,191,596 22 109,413,805 137,820,724 142,112,152 38,715,401 36,591,961 42,836,904 27 90,600,000 90,600,000 90,600,000 90,600,000 90,600,000 90,600,000 28 (3,649,732) 87,145,414 156,876,010 21 2,351,861,649 1,169,696,005 967,003,723 1,881,137,363 1,121,402,298 960,859,937 25 25 3,919,499,372 3,919,499,372 3,839,673,605 3,919,499,372 3,919,499,372 3,839,673,605 Notes (Cont’d) As at 31 December 2013 As at 31 Statements of Financial Position Financial of Statements Appropriated Legal reserve Unappropriated borrowings from financial institutionsborrowings from financial 21 2,238,928,172 801,468,051 473,121,537 1,545,703,160 200,000,000 institutions Authorised share capital Ordinary shares, 896,266,347 shares (31 December 2012: 904,500,900 shares, 1 January 2012: 906,000,000 shares) at par value of Baht 1 each Issued and fully paid-up share capital Ordinary shares, 887,576,343 shares (31 December 2012: 887,576,343 shares, 1 January 2012: 881,897,219 shares) at paid-up of Baht 1 each Major Cineplex Group Public Company Limited Company Public Cineplex Group Major Position of Financial Statements 2013 As at 31 December Retained earnings Other components of shareholders’ equity Equity attributable to owners of the parent Non-controlling interest Trade account and other payables Trade account and other borrowingsCurrent portion of long-term partiesShort-term loans from related 21 203,846,510 36 880,790,505 25,000,000 1,546,393,362 40,264,935 840,297,642Deferred income tax liabilities 1,540,048,220 Employee benefit obligations Other non-current liabilities Total non-current liabilities Total liabilities Shareholders’ equity Share capital Share premium Warrants Liabilities and shareholders’ equity Liabilities and shareholders’ Current liabilities Bank overdrafts and short-term Accrued income tax Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings from financial Total shareholders’ equity Total liabilities and shareholders’ equity - - - - 2012 Restated Unit: Baht - - - 50,595,828 - - 19,728,004 - 2012 Company - - - 20,132,597 38,788,773 - - - - 2013 - 526,664,219 462,148,376 475,369,892 - 2,741,449,932 2,351,200,286 1,911,916,647 2012 Restated - - - 50,595,828

Director ______2012 Consolidated - -- 20,132,597 38,788,773 -

2013 4,453,282 7,932,206 5,989,137 61,140,461 38,426,052 17,799,723 12,727,726 12,782,128 12,381,352 31 December 31 December 1 January 31 December December 31 1 January 2,136,921,806 2,302,867,834 1,992,368,878 1,697,354,616 1,718,555,305 1,746,210,819 11,492,836,543 9,027,461,566 8,824,373,26413,629,758,349 10,525,098,126 11,330,329,400 10,816,742,142 8,452,879,044 12,222,452,742 7,919,303,523 10,171,434,349 9,665,514,342 9 820,571,703 372,406,147 177,457,846 820,571,703 372,406,147 177,457,846 8 495,681,689 480,732,922 460,800,247 394,325,295 331,372,894 358,312,884 1036 1,159,047,792 1,453,975,069 1,090,004,044 648,402,246 850,623,961 782,886,695 3614 6,696,317,791 3,197,578 5,332,125,834 5,180,795,378 6,612,057 3,360,543,354 2,432,848,855 10,695,183 2,268,640,894 755,968,861 1,006,612,936 1,274,419,154 11 174,908,04518 132,240,700 34,153,853 153,850,831 34,653,397 58,359,623 34,657,257 38,110,958 9,472,507 33,255,926 9,472,50713 9,472,507 1313 2,212,868,495 1,714,929,163 255,757,329 1,789,228,485 2,168,239,563 235,204,047 1,716,422,344 110,151,257 1,792,353,449 237,490,575 216,793,035 103,119,735 1617 368,597,032 366,907,289 316,412 424,759,957 50,444,706 253,259 49,475,279 19,922,563 30,062,430 15 287,065,399 287,065,399 342,112,936 1819 487,283,860 343,679,936 520,938,169 150,173,271 555,324,895 156,765,502 159,403,371 230,986,061 168,875,879 118,111,686 178,348,386 124,468,205 12 211,989,966 162,839,694 184,660,948 60,130,726 26,826,609 36,317,087 Notes Statements of Financial Position Financial of Statements

As at 31 December 2013 December 2013As at 31 ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

Major Cineplex Group Public Company Limited Company Public Cineplex Group Major Position of Financial Statements 2013 As at 31 December Available-for-sale investment Inventories, net Films under production Current portion of prepaid rents Other current assets Total current assets Non-current assets Restricted cash Trade account and other receivables Trade account and other parties Short-term loans to related Cash and cash equivalents Current assets Assets Short-term investment Investment in associates Interest in joint ventures Long-term loans to related parties Property, plant and equipment, net Goodwill, net Finance lease receivables Account receivable - long-term contract Investment in subsidiaries, net Intangible assets, net Deferred income tax assets The accompanying notes on pages 12 to 78 are an integral part of these financial statements. Director ______Long-term prepaid rents Other non-current assets Total non-current assets Total assets

FINANCIALS 62 64 FINANCIALS The accompanying notesonpages12to78 areanintegralpartofthese financial statements. Diluted earningspershare Non-controlling interest Shareholders oftheparent Attributable profitto: Profit fortheyear Income tax Profit beforeincometax Basic earningspershare Earnings pershare Share ofprofitinvestmentsin Finance costs Administrative expenses Selling expenses Other operatingincome Gross profit Total costs Cost ofsales Cost ofprovidingservices Costs Total revenues Sales Services income Revenues For theyearended31December2013 Income Statements Major CineplexGroupPublicCompanyLimited associates andjointventures Income Statements ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. For theyearended31December2013 Notes 33 2(7,1,2)(6,3,6)(7,6,7)(184,950,501) (170,768,275) (266,136,565) (276,313,524) 32 1(4,1,6)(3,8,7)(2,2,8)(102,839,750) (121,822,387) (133,087,371) (149,013,467) 31 8(72630 (55,313,258) (27,286,330) 28 3191667176,292,034 628,473,270 189,156,607 509,788,146 13 432,695,044 339,734,506 29 7 5010865 4774673 2984890 (2,462,712,396) (2,948,468,900) (4,717,426,703) (5,011,048,655) (2,215,768,554) (2,667,962,354) (3,603,853,287) (4,115,908,837) 1215381 1249516 760055 (627,030,029) (776,010,555) (1,214,965,106) (1,251,543,821) ,2,4,5 9,0,9 9,5,3 756,460,356 792,253,039 790,706,292 941,410,857 1,024,341,158 963,021,314 1,056,842,857 1,300,654,682 ,2,4,5 9,0,9 9,5,3 756,460,356 792,253,039 790,706,292 1,024,341,158 ,5,2,8 4,1,5 9,5,3 756,460,356 792,253,039 846,019,550 1,051,627,488 1,200,848,006 1,541,007,225 2,247,834,305 2,699,488,691 3,663,560,402 4,489,476,125 6,965,261,008 7,710,537,346 ,3,9,4 ,4,5,6 1,2,4 714,902,804 916,626,744 2,948,657,598 3,572,849,381 1,740,856,065 5,224,404,943 1,634,790,045 6,075,747,301 571784 419609 199115 (158,040,640) (189,941,115) (451,926,049) (527,167,834) (246,943,842) (280,506,546) (1,113,573,416) (895,139,818) Consolidated 2013 1.18 1.18 2012 0.95 0.96 2013 0.89 0.89 Company - - Unit: Baht 2012 0.85 0.86 5 - - Statements ofComprehensiveIncome The accompanying notesonpages12to78 areanintegralpartofthese financialstatements. For theyearended31December2013 Statements ofComprehensiveIncome Major CineplexGroupPublicCompanyLimited Other comprehensiveincome(expense): Profit fortheyear Non-controlling interest Shareholders oftheparent Total comprehensiveincomeattributableto: Total comprehensiveincomefortheyear Other comprehensiveincome For theyearended31December2013 investments Gain onremeasuringofavailable-for-sale for theyear,netofincometax oe 0321 032012 2013 2012 2013 Notes 8(72630 (55,313,258) (27,286,330) 28 5,3,4 5,6,9 5,3,4 155,360,091 358,532,445 155,360,091 358,532,445 9 ,2,4,5 9,0,9 9,5,3 756,460,356 792,253,039 790,706,292 1,024,341,158 ,8,7,0 4,6,8 ,5,8,8 911,820,447 1,150,785,484 946,066,383 1,382,873,603 911,820,447 1,150,785,484 946,066,383 1,382,873,603 ,1,5,3 ,0,7,4 ,5,8,8 911,820,447 1,150,785,484 1,001,379,641 1,410,159,933 5,3,4 5,6,9 5,3,4 155,360,091 358,532,445 155,360,091 358,532,445 Consolidated ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Company - Unit: Baht 6

-

65 FINANCIALS 66 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

MajorStatements Cineplex Group Public Company Limited of Changes in Shareholder’s Equity Statements of Changes in Shareholders’ Equity For theFor year the ended year 31 December ended 2013 31 December 2013

Unit: Baht Consolidated Attributable to owners of the parent Other components of shareholders’ equity Other Retained earnings Change in comprehensive Appropriated Share parent’s income (expense) Total Issued and premium - ownership Available- other Total Non- Total paid-up Share Legal Treasury share interest in for-sale component owners of controlling shareholders’ share capital premium Warrants reserve Unappropriated (Note 25) subsidiaries investment of equity the parent interest equity

Opening balance as at 1 January 2012 881,897,219 3,839,673,605 - 90,600,000 928,699,746 288,424,625 - (129,755,466) 158,669,159 5,899,539,729 156,876,010 6,056,415,739 Retrospective adjustment from change in accounting policy (Note 6) - - - - (445,437,568) - - 25,927,773 25,927,773 (419,509,795) - (419,509,795)

Opening balance after adjustment 881,897,219 3,839,673,605 - 90,600,000 483,262,178 288,424,625 - (103,827,693) 184,596,932 5,480,029,934 156,876,010 5,636,905,944 Changes in equity for period Increase during the period 5,679,124 79,825,767 ------85,504,891 (3,546,664) 81,958,227 Warrants - - 9,191,064 ------9,191,064 - 9,191,064 Addition of investment in subsidiary by purchasing shares from non-controlling interest ------(12,986,075) - (12,986,075) (12,986,075) - (12,986,075) Dividends payment (Note 34) - - - - (688,894,459) - - - - (688,894,459) (10,870,674) (699,765,133) Total comprehensive income for the period - - - - 846,019,550 - - 155,360,091 155,360,091 1,001,379,641 (55,313,258) 946,066,383

Closing balance as at 31 December 2012 887,576,343 3,919,499,372 9,191,064 90,600,000 640,387,269 288,424,625 (12,986,075) 51,532,398 326,970,948 5,874,224,996 87,145,414 5,961,370,410

Opening balance as at 1 January 2013 887,576,343 3,919,499,372 9,191,064 90,600,000 1,050,946,989 288,424,625 (12,986,075) 64,415,497 339,854,047 6,297,667,815 87,145,414 6,384,813,229 Retrospective adjustment from change in accounting policy (Note 6) - - - - (410,559,720) - - (12,883,099) (12,883,099) (423,442,819) - (423,442,819)

Opening balance after adjustment 887,576,343 3,919,499,372 9,191,064 90,600,000 640,387,269 288,424,625 (12,986,075) 51,532,398 326,970,948 5,874,224,996 87,145,414 5,961,370,410 Changes in equity for period Warrants - - 12,250,759 ------12,250,759 - 12,250,759 Addition of investment in subsidiary by purchasing shares from non-controlling interest (Note 13) ------(323,921,774) - (323,921,774) (323,921,774) (63,508,816) (387,430,590) Dividends payment (Note 34) - - - - (869,735,946) - - - - (869,735,946) - (869,735,946) Total comprehensive income for the period - - - - 1,051,627,488 - - 358,532,445 358,532,445 1,410,159,933 (27,286,330) 1,382,873,603

Closing balance as at 31 December 2013 887,576,343 3,919,499,372 21,441,823 90,600,000 822,278,811 288,424,625 (336,907,849) 410,064,843 361,581,619 6,102,977,968 (3,649,732) 6,099,328,236

The accompanying notes on pages 12 to 78 are an integral part of these financial statements.

7

StatementsMajor Cineplex Group Public Companyof Changes Limited in Shareholder’s Equity ForStatements the year of Changes ended in 31Shareholders’ December Equity 2013 For the year ended 31 December 2013

Unit: Baht Company Other components of shareholders’ equity Retained earnings Other comprehensive Appropriated Share income (expense) Issued and premium- Available- Total other Total paid-up Share Legal Treasury share for-sale component shareholders’ share capital premium Warrants reserve Unappropriated (Note 25) investment of equity equity

Opening balance as at 1 January 2012 881,897,219 3,839,673,605 - 90,600,000 1,074,926,216 288,424,625 (129,755,466) 158,669,159 6,045,766,199 Retrospective adjustment from change in accounting policy (Note 6) - - - - (6,199,769) - 25,927,773 25,927,773 19,728,004

Opening balance after adjustment 881,897,219 3,839,673,605 - 90,600,000 1,068,726,447 288,424,625 (103,827,693) 184,596,932 6,065,494,203 Changes in equity for period Increase during the period 5,679,124 79,825,767 8,900,000 - - - - - 94,404,891 Dividends payment (Note 34) - - - - (688,894,459) - - - (688,894,459) Total comprehensive income for the period - - - - 756,460,356 - 155,360,091 155,360,091 911,820,447

Closing balance as at 31 December 2012 887,576,343 3,919,499,372 8,900,000 90,600,000 1,136,292,344 288,424,625 51,532,398 339,957,023 6,382,825,082 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Opening balance as at 1 January 2013 887,576,343 3,919,499,372 8,900,000 90,600,000 1,136,064,392 288,424,625 64,415,497 352,840,122 6,395,480,229 Retrospective adjustment from change in accounting policy (Note 6) - - - - 227,952 - (12,883,099) (12,883,099) (12,655,147)

Opening balance after adjustment 887,576,343 3,919,499,372 8,900,000 90,600,000 1,136,292,344 288,424,625 51,532,398 339,957,023 6,382,825,082 Changes in equity for period Warrants - - 12,089,867 - - - - - 12,089,867 Dividends payment (Note 34) - - - - (869,735,946) - - - (869,735,946) Total comprehensive income for the period - - - - 792,253,039 - 358,532,445 358,532,445 1,150,785,484

Closing balance as at 31 December 2013 887,576,343 3,919,499,372 20,989,867 90,600,000 1,058,809,437 288,424,625 410,064,843 698,489,468 6,675,964,487

The accompanying notes on pages 12 to 78 are an integral part of these financial statements.

67 8 FINANCIALS FINANCIALS - - - - - 10 2012 Unit: Baht - - - 85,504,891 - - Company 2013 - (1,316,279,205) (832,779,833) - 1,459,015,999 1,238,610,875 2012 ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 69 - - 85,504,891 - (10,870,674) 2013 Consolidated 3,478,924 (1,943,069) 25,000,000 23,750,120 10,146,514 703,160 14,948,767 19,932,675 62,952,401 (26,939,990) 123,990,000 91,800,000 800,000,000 1,000,000,000 800,000,000 1,000,000,000 480,732,922 460,800,247 331,372,894 358,312,884 (64,151,805) (4,379,976) (1,995,006) (1,995,006) (108,727,293) (54,340,616) (40,000,000) (40,000,000) (800,000,000) (1,500,000,000) (800,000,000) (1,500,000,000) (869,697,416) (688,862,527) (869,697,416) (688,862,527) (387,430,590) (16,532,739) 4,024,010,000 2,659,500,000 3,535,000,000 2,250,000,000 (2,610,300,000) (2,341,300,000) (2,190,000,000) (2,050,000,000) 8 495,681,689 480,732,922 394,325,295 331,372,894 36 36 21 21 21 21 25 34 13 Notes (Cont’d) (Cont’d) related parties from related parties from financial institutions from financial institutions non-controlling interest For the year ended 31 December 2013 ended 31 December For the year (Cont’d) Flows Cash of Statements Major Cineplex Group Public Company Limited Public Company Group Cineplex Major Cash Flows of Statements 2013 ended 31 December For the year Cash flows from financing activities Cash flows from financing restricted cash Increase (decrease) in Proceeds from short-term loans from Proceeds from short-term loans Repayments of short-term Proceeds from bank overdrafts Proceeds from bank Proceeds from short-term loans Repayments of short-term loans Repayments of finance lease liabilities Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from issuance of debenture Repayments of debentures Proceeds from exercised warrants Dividends paid to shareholders Payments for investment purchased from Dividends paid to non-controlling interest 28 Net cash received (used in) from financing activitiesNet cash received (used in) from financing equivalents Net increase (decrease) in cash and cash Opening balance of cash and cash equivalents 159,921,940 (771,278,196)Closing balance of cash and cash equivalents 576,747,532 (539,521,600) The accompanying notes on pages 12 to 78 are an integral part of these financial statements. The accompanying notes on pages 12 to 78 are an integral part of these financial Major Cineplex Group Public Company Limited Statements of Cash Flows For the year ended 31 December 2013 9 2012 Unit: Baht - 53,222,751 Company 2013 -- (389,429,888) (486,532,739) 10,619,784 44,249,100 2012 -- 53,222,751 (1,800,000)- (1,084,050,228) (1,565,892,864) 1,800,000 1,019,534,385 1,583,453,389 - - 2013 Consolidated (910,750) (1,419,976) (410,886,000) (1,193,551) (701,475) (7,800,000) (701,475) (7,800,000) 3,216,905 21,998,224 1,197,584 7,236,240 4,305,2308,193,239 5,633,351 607,771,482 21,856,480 260,999,769 8,193,239 11,356,480 1,296,070 2,779,970 1,296,070 2,779,970 38,112,236 20,337,355 87,066,008 112,639,926 313,027,450 220,048,357 313,027,450 220,048,357 135,658,232 121,345,342 135,658,232 159,529,571 (38,697,500) (113,673,300) (38,697,500) (113,673,300) (696,683,925) (465,447,643) (518,092,328) (275,528,309) (134,429,805)(403,309,017) (127,680,454) (238,524,872) (121,246,475) (258,248,087) (96,188,720) (150,399,615) (526,839,775) (33,025,890) (526,839,775) (33,025,890) (419,739,809) (488,884,390) (17,043,978) (29,500,709) 1,034,790,699 1,434,240,240 287,581,807 570,213,419 1,572,529,521 1,800,445,566 667,076,369 816,801,754 (1,179,763,872) (643,029,369) (801,376,938) (57,631,809) 36 36 13 36 35 13 13 36 13 Notes

ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. and equipment to related parties in associates to related parties and associates

Proceeds from disposals of property, plant Proceeds from disposals of property, plant Purchases of property, plant and equipment Interest paid Income tax paid operating activities Net cash generated from Payments for investment in joint ventures 13 Cash flows from investing activities Proceeds from sales of short-term investment loans Proceeds from settlements of short-term Long-term loans made to related parties Proceeds from shares reduction of subsidiariesPayments for investment in associates 13 Proceeds from disposals of investment Proceeds from settlements of long-term loans Proceeds from settlements of long-term Dividends received from subsidiaries Payments for intangible assets Short-term loans made to related parties Cash flows from operating activities Cash flows from operating operations Cash generated from Loans to third parties Proceeds from loans to third parties Payments for investment in subsidiaries The accompanying notes on pages 12 to 78 are an integral part of these financial statements. The accompanying notes on pages 12 to 78 are an integral part of these financial Major Cineplex Group Public Company Limited Public Company Group Cineplex Major of Cash Flows Statements 2013 ended 31 December For the year Dividends received from long-term investments Interest received Net cash used in investing activities

For the year ended 31 December 2013 ended 31 December For the year Statements of Cash Flows Flows Cash of Statements FINANCIALS 68 FINANCIALS

12 Thai financial operations operations

Directors on Directors

and the financial the and

and companyand

prepared in accordance with in prepared

ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 71

d for issue by the Board of Board by the issue d for

nguage statutory financial statements shall prevail.

financial statements have statements been financial operations and entertainment services. The principal business The principal services. entertainment and operations

cinema

nt in the process of applying the Group’s accounting policies. The areas involving a a involving The areas policies. accounting Group’s the applying of process the in nt and companyand

nsolidated 6 Phaholyothin road, Ladyao, Jatujak, Bangkok 10900. Jatujak, Ladyao, road, 6 Phaholyothin operations operations 2014. -

Company Limited Public Group ex ended 31 December 2013 reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Exchange and Securities the under Commission Exchange and Securities the of requirements reporting Act B.E. 2535. The and cost company consolidated statements have been prepared under historical financial the below. policies accounting the in disclosed as except convention accounting accepted generally Thai with conformity in statements financial of The preparation management requires also to It estimates. accounting critical use of certain the requires principles judgeme its exercise to significant are estimates and assumptions where areas or complexity, or judgement of degree higher the consolidated financial statements are disclosed in Note 4. the from prepared been have statements company and financial consolidated the of version An English in difference a or conflict a of event the In language. Thai the in are that statements financial statutory la Thai the two languages, the between interpretation

generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Thai those being 2543, B.E. Act Accounting the under principles accounting accepted generally 2547, B.E. Act Professions Accounting the under issued Standards Accounting Basis of preparation The co Cinema Advertising andAdvertising media services Bowling andKaraoke services and Rental services Movie content February

General information General and company incorporated public a Company”) Company is Group (“the Public Limited Major Cineplex follows: as is office registered Company’s the of The address Thailand. in resident 1839,1839/1 follows: as summarised Group are the of • The Company is listed on the Stock Exchange of Thailand. For reporting purposes, the Company and its Company the its and purposes, reporting For Thailand. of Exchange Stock on the The Company listed is as“thesubsidiariesGroup”.arereferredto in engages principally Group The • • • • statements are set out below: out set are statements These and consolidated company statements were financial authorise 13 Accounting policies consolidated these of preparation the in adopted policies accounting The principal 2.1 For the years ended 31 December 2013 ended 31 December For the years Notes to the Consolidated and Company Financial Statements Financial and Company Consolidated the to Notes Major Cinepl andCompany Consolidated the Statements to Notes Financial For theyear 1

2 ------11 2012 Unit: Baht - -- 1,094,000 - 141,111,020 - Company 2013 12,089,867 8,900,000 - 10,000,000 - 43,758,594 - 43,439,541 2012 - 141,111,020 - 130,250 - - 2013 Consolidated 38,530 31,932 38,530 31,932 20,000 6,787,680 35,823,055 29,055,423 1,348,031 12,250,759 9,191,064 474,745,715 2,026,486 889,456,439 305,407,282 736,968,597 150,629,857

not yet received not yet received not yet paid with loans from related parties long-term loan to related parties trade accounts payable related parties For the year ended 31 December 2013 ended 31 December For the year

ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. (Cont’d) Flows Cash of Statements Purchases of equipment under finance leases Disposal of property, plant and equipment, Disposal of investment in associates, Purchases of intangible assets, not yet paid Purchases of intangible Investment in property, plant and equipment, Investment in property, Significant non-cash transactions are as follows: Significant non-cash Non-cash transactions Dividends paid, not yet paid Offsetting long-term loans to related parties Offsetting amount due from related parties with Offsetting amount due from related parties Offsetting long-term loans to related parties with Offsetting long-term loans to related parties The accompanying notes on pages 12 to 78 are an integral part of these financial statements. The accompanying notes on pages 12 to 78 are an integral part of these financial Purchase of investment in subsidiary by share swap Purchase of investment in subsidiary by Addition of warrants

FINANCIALS 70 72 FINANCIALS 2 2 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 1 2.2 policies (Cont’d) Accounting 2

TFRS 8 TFRS 21(Revised 2009) TAS 12 TAS to the the to New/revised accounting standards which are effective on1January 2013and are relevant and have an impact Revised accounting standards, revised financial reporting standards, related and interpretations a) not yet effective and have not been early adopted bythe Group: accountingstandards,Revised revised financial reporting standards, related and interpretations that are Group the chief operating decision - 8requiresTFRS the operating segment to be described in the as manner same internal reporting used by accounting New earnings. retained and liabilities assets, to impact the is Baht Thai the primary economic environment in which the entity operates. The 21(Revised 2009)TAS requires the income taxes is provided in Note 2. 12requiresTAS tax expenses to be recognised for current and deferred

ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

TFRS 8 TFRS 5 TFRS 3 TFRS 2 TFRS 38 TAS 34 TAS 31 TAS 28 TAS 24 TAS 21 TAS 19 TAS 18 TAS 17 TAS 12 TAS 7 TAS 1 TAS Revised accounting standards Revised to the Group. financial position are eligible for classification asinvesting activities. impact standard This no has TAS has noimpact to the Group. either in the statement of changes in equity or in the notes to the financial statements. This standard for each component of equity, an entity present may the breakdownof other comprehensive income TAS instrument. convertible the of component liability the of classification the 1(revisedTAS 2012) clarifies that conversion features that are at the holder’s discretion donot impact Group in applyi 7 (revised 2012) clarifies that only expenditures that result in a recogni are: (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) (Revised 2012) ng

’sGroup functional currency. a As consequence, applying 21(Revised TAS 2009) has no

this standard is standard this

maker. accounting New policy is described in Note 2.2

only ona disclosure. which 18 Group and the significant impact to are the described Company in Note 6. Operating - Non Business Share Intangible Assets F Interim Interest Invest Related P Rates in Exchange Foreign Effects ofChanges The Benefits Employee Revenue Leases Income Flows Cash of Statement Presentation of F Operating Segments Rates in Exchange Foreign Effects ofChanges The Income Taxes are current A current todetermine the functional currency which is the currency of - effective for the periods beginning onor after 1January 2014 ments in A in ments based based in Joint V Joint in T inancial inancial C axes arty arty S ombinations egments P

D ayment ssets

isclosures ssociates inancial

R entures

eporting H

eld for S

S

tatements policy is described in Note 2.4.

ale an Group tax. New d

D assessed and concluded that s ed asset in the in asset ed iscontinued

2

accounting policy of 1 also explains that, that, explains also 1 . The impact to the the to impact . The O

statement of of statement perations

13

2 2 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 2 2.2 policies (Cont’d) Accounting

a) not yet effective and have not been early adopted bythe Group: (Cont’d) accountingstandards,Revised revised financial reporting standards, related and interpretations that are (Cont’d) Revised accounting standards, revised financial reporting standards, related and interpretations

ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

Revised accounting standards management is currently assessing the impact of applying this standard. (if significant), and the need to update relevant information from the mos transactions. Additional requirements cover disclosure of changes in fair value measurements 34 TAS or after 1Jan 2014. This standard has noimpact to the. Group valued at fair value. This matter should be adjusted prospectively effectively for the period begins on losses of joint control in the separate financial statements, the standard requires this to be adjusted retrospectively. entity An 31 TAS (revised 2012) clarifies that when an entity moves from an equity accounting to cost standard has noimpact to the Group. matter should be adjusted prospectively effectively for the period begins onor after 1Jan 201 losses significant influence, the remaining interest of investment should be valued at fair value. This in the separate financial statements, the standard requires this to adjuste be 28 TAS (revised 2012) clarifies that when an entity moves from an equity accounting to cost accounting definition the simplifies of related parties. This standard has noimpact to the Group. all transactions with the government and other government 24(revisedTAS 2012) removesthe requirement for government to the Group. prospectively effective for the period begins onor after 1January 2014 relating to disposal or partial disposal of a foreign operation. This matter should be adjusted 21(revisedTAS 2012) clarifies the method of recording cumulative amount of the exchange different impact to the Group. 19(revisedTAS 18(revisedTAS 2012) removes the appendix 18. toThis standard TAS has noimpact to the Group. applyi 17’s general is principles. currently withTAS accordance management assessing The the impactof both land and buildings, classification as a finance or operating lease is performed separately in classified asoperating an to clarify lease. standard amended alease has The been that includes when 17(revisedTAS 2012) deletes the guidance for a lease of land with an indefinite useful life to be to the Group. revalued entirely recovered through sale. the As result of the amendment,21- TSIC rebuttable presumption that the carrying amount of an investment property measured at fair value is recover the carrying amount of the asset through use sale. or This therefore amendment adds the entity to measure the deferred tax relating to an asset depending onwhether the entity expects to tax assets or liabilities on investment property measured at fair value. 12currently TAS requires an 12(revisedTAS 2012) an amends exception to the existing principle for the measurement of deferred (Cont’d)

ng this standard.

non-d (revised 2012) emphasises the existing disclosure principles for significant event and

epreciable assets is incorporated in 12(revised to TAS 2012). This standard has noimpact

2012) deletes the transition provisions of the current 19. This TAS standard has no

in its interest in joint control, the remaining interest of investment should be be should investment of interest remaining the control, joint in interest its in which are which

effective for the periods beginning onor after 1January ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. - related entities. It also clarifies and and clarifies It also entities. related - related entities to disclose details of of details disclose to entities related

. Th d retrospectively. An entity entity An retrospectively. d t recent annualreport. The is standard has noimpact Income tax

-

recovery of accounting 4 . This . This

2014

14

73 FINANCIALS 74 FINANCIALS 2 2 Major Cinepl Major year the For FinancialNotes toStatements the Consolidated Company and ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. policies (Cont’d) Accounting 2 2.2

b) a) (Cont’d) Revised accounting standards, revised financial reporting standards, related and interpretations not yet effective and have not been early adopted bythe Group: (Cont’d) d accountingRevise standards, revised financial reporting standards, and related interpretations that are ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

Interpretations of Thai Financial Reporting Interpretations Committee (TFRIC) and Revised accounting standards 1 January 2014 C Interpretations currently assessing the impact of applying this standard. if the measure is regularly reported to the chief operating decision TFRS is currently assessing the impact of applying this standard. operations. Disclosures in other standards donot apply, unless thoserequires. TFRS management The 5(r TFRS awards. payment that are part of a business combination, including unreplaced and voluntarily replac application guidance allshare 3(revisedto in TFRS applies 2012)also interests isat fair measured valuebasis unless The anotheris measurement required TFRS. by a proportionate share of net assets in the event of liquidation. All other component of non- assets applies only to instruments that represent present ownership interests and entitle their holders to measuring non 3 TFRS assessing the impact of applying this standard. and equity- 2(revisedTFRS 2012) expands th standard has noimpact to the Group. assets are recognised as a single asset provided the individual assets have similar useful lives. This i asset intangible cases, such In liability. or asset identifiable contract, related a with together only but separable, 38(revisedTAS 2012) (Cont’d) TSIC 32 TSIC 29 TSIC 27 TSIC 15 TSIC TFRI TFRIC 17 TFRIC 13 TFRIC 12 TFRIC 10 TFRIC 7 TFRIC 5 TFRIC 4 TFRIC 1

C 18 C 8 (revised 201

(revised 2012) amendsthe measu

evised 2012) specifies the disclosures required for assets held for sale and discontinued - share settled -

controlling interests at fair value or at the proportionate share of the acquiree’s net

s recognised separately from goodwill, but together with related item. Intangible Intangible item. related with together but goodwill, from separately recognised s The management is currently this ofapplying assessingthestandard. impact management The ommittee ( ommittee 2 E I to Rights W Determining D Changes in Existing Intangible A Service C Evaluating the Substance of T Operating Customers from ofAssets Transfers N of Distributions Customer Service Interim Hyperinflationary E Applying the R ) clarifies that an entity is required to disclose a measure of segment assets only only assets segment of measure a disclose to isrequired entity an that ) clarifies

c based payment transactions in group situation. managementis The currently larifies that an intangible asset acquired in a business combination might be nvironmental T which are which F Concession A Concession SIC) SIC) inancial inancial oncession Loyalty P nterests nterests L eases sse escope to cover classification and accounting of both cash

which are which estat hether A an ts R R - - - I - on- A effective for the periods beginning on ehabilitation ehabilitation Web S Web eporting and rement required for non for required rement ement A ement rogrammes A ncentives rising from D from rising cash conomies rrangements: Disclosure rrangements ecommissioning, ite A rrangement effective for the periods beginning onor after ssets to pproach under C ransactions in the osts

F I

unds mpairment ecommissioning,

O wners

Contains aL Contains R esto

- IAS 29 IAS controlling interests. choice The of

ration and S L - maker. The management is management The maker. egal - based payment transactions F R ease inancial inancial estoration and F orm oform a or after January 1 imilar imilar R eporting in

ed shareed - Thai Standard L L iabilities ease controlling

- settled settled

based based 2014

15

2 2 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 2 2.2 policies (Cont’d) Accounting

b) n accountingstandards,Revised revised financial reporting standards, related and interpretations that are (Cont’d) Revised accounting standards, revised financial reporting standards, related and interpretations

ended 31 December 2013 December 31 ended ex GroupPublic Limited Company ot yet effective and have not been early adopted bythe Group: (Cont’d)

to the Group. recognition and the accounting treatment of the transferred assets. This interpretation impact hasno access to supply of goods or services. interpretation The addresses the issues on the initial that the entity must then use either to connect to a network or to provide the customer with ongoing agreements in which an entity receives from a customer an item of property,and equipment plant receive such transfers from their customers. Agreements within the scope of this interpretation are TFRIC dividend payable. This interpretation has noimpact to the Group. the assets distributed and the carrying amount of the dividend payable an entity when settles the recognition and measurement and the accounting for any difference between the carrying amount of in their capacity as owners. interpretation The addresses the issues onthe dividend payable TFRIC interpretation arrangement using fair is currently ofappl values.assessingthe impact management The the consideration received or receivable the is customer from ofthe allocated the components between free or points loyalty example, (for clarifiesloyalty 13 orservices areincentive soldtogetheracustomer goods with that where TFRIC public sector services. operator participates in the development, financing, operation of infrastructure and maintenance for 12appliesTFRIC to public- respect of goodwill. This interpretation has noimpact to the Group. 10prohibitsTFRIC reversal of an impairment losses recognised in a previou hyperinflationary in the prior period. hyper Hyperinflationary Economics, in a reporting period in whichan entity identifies the existence of 7providesTFRIC guidance to apply onhow the requirements 29, Financial of TAS Reporting in right to access the assets is restricted. arising from decommissioning funds that the assets are administered separately and a contributor’s 5provideTFRIC guidance onaccounting in the financial statements of a contributor for interests to impact no has interpretation This asset. the use to convey right s a isthearrangement on useofaspecific dependent asset or assets (the asset); (b) and the arrangement the substance ofthe arrangement. It requires assessment an ofwhether: (a) fulfilment ofthe is orcontains arrangement alease an requireson 4 to based the ofwhether be determination TFRIC or a change in the discount rate. This interpretation has noimpact to the Group. amount of the outflow of resources e or timing estimated in changes from results that liability similar and restoration decommissioning, 1providesTFRIC guidance onaccounting for changes in the measurementof an existing 1 January 2014 C Interpretations Interpretations of Thai Financial Reporting Interpretations Committee (TFRIC) and

inflation in the of economy its functional currency, the not when was economy

17 provides guidance onaccounting for the distributions of non 18 sets out the accounting for transfers of items of property, plant and equity byentities that .

(Cont’d) ommittee ( ommittee

This interpretation This T to SIC) SIC) - private serviceaprivate concession arrangementswhereby sector products), the arrangement is a multiple- which are which This interpretation This mbodying economic benefits required to settle the obligation, This

is not relevant to the the to relevant is not

interpretation effective for the periods beginning ono

is not relevant to the Group’s operations. is not relevant to the Group’s operations. ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Group’s operations.Group’s

the Group. - cash assets acting to owners element arrangement, and

s interim period in in period s interim

Thai Standard ying this r after r after

16

75 FINANCIALS 76 FINANCIALS 2 2 Major Cinepl Major year the For FinancialNotes toStatements the Consolidated Company and ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 2 2.2 policies (Cont’d) Accounting 2.3

b) not yet effective and have not been early adopted bythe Group: (Cont’d) Revised accountingstandards,Revised revised (Cont’d) Revised accounting standards, revised financial reporting standards, related and interpretations a)

Group accounting c) ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

Interpretations of Thai Financial Reporting Interpretations Committee (TFRIC) and to reinsurance contracts that it holds. 4is not TFRS relevant to the Group’s operations. applies 4 to all insuranceTFRS contracts (including reinsurance contracts) that entity an issues and accountingNew standard whichis effective for the periods beginning onor after 1January 2016 described in TAS entity site web for internal or external access. The 32providesTSIC guidance onthe internal expenditure onthe development and operation of the interpretation has noimpact to the Group. 29containsTSIC disclosure requirements in respect of public is currently assessing the impact of applying this interpretation. shall accounting reflect The “Leases”. management theofThe substance arrangement. TAS17 accounted for as one transaction the and whether arrangement meets the definition of a lease under between the entity and the investor whether a series of transactions is linked and should be TSIC an operating lease. This interpretation has noimpact to the Group. TSIC 1 January 2014 Interpretatio TFRS 4 TFRS proportionate share ofthe acquiree’s net assets. Subsidiaries are consolidated from the date onwhich convertible are fully considered assessing when whether the controls Group another entity. existence effect The and ofpotentialrights. votingrights that are currently exercisable or operating policies generally accompanying a shareholding of morethan one half of the voting Subsidiaries are all entities over which the has Group the powerto govern the financial and Subsidiaries

Group recognises anynon- Group acquisition an On date. acquisition the at values fair their at initially acquired and liabilities and contingent liabilities assumed in a business combination are measured consideration arrangement. Acquisition contingent a from resulting liability or asset any of value fair the includes transferred consideration The Group. the by issued interests equity the and incurred liabilities the transferred, consideration transferred for the acquisition of a subsidiary is the fair value of the asse uses Group The the acquisition of method accounting to account for business combinations. The de

- consolidated the date from that control ceases.

15 sets out the accounting for the recognition of incentive that a lessor provides to a lessee in 27 provides guidance onevaluating the substance of transactions in the legal form of a lease

ns C ns

- - (Cont’d) Investments in subsidiaries and

ommittee ( ommittee 38 “Intangible Assets”. This interpretation has noimpact to the Group. Insurance Contr

T controlling interest in the acquiree at the at acquiree the in interest controlling SIC) SIC) financial reporting standards, related and interpretations that are acts which are which

- related costs are expe effective for the periods beginning onor after

associates interests and in joint ventures entity shall comply with the requirements requirements the with comply shall entity control is transferred to transferred is control - to

nsed asnsed incurred. Identifiable assets - private service arrangements. This

- non- by- acquisition basis, the the basis, acquisition controlling interest’s interest’s controlling

the Group. They

Thai Standard

17 ts

2 2 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 2.3 policies (Cont’d) Accounting

b) a) (Cont’d) Group accounting ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

, unless it has incurred obligations or payments made onbehalf of the associate. reclassified to profit or loss where appropriate. proportionate share of the amounts previously recognised in other comprehensive income is If the ownership interest in an associate is reduced but significant influence is retained, only a liabilities. or assets related the of disposed directly had recognised in other co interest as an associate, joint venture or financial asset. In addition, any amounts previously fair value is the initial carrying amountfor the purposes of subsequently accounting for the retained s listA principal ofthe Group’s subsidiaries the financial and effects ofacquisitions disposals and of re the ceases Group When to have control or significant influence, any retained interest in the entity is in equity. Gains or losses ondisposals to non- paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded the Group. For purchases from non treats Group The transactions with non Transactions non and have been changed where necessary to ensure consistency with the policies adopted by are eliminated.companies Unrealised losses are also eliminated. policies Accounting ofsubsidiaries Intercompany transactions, balances and unrealised gains or loss on transactions between Group purchase, the difference is recognised directly in profit or loss. is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain fair value of the Group’s share of the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the The excessThe of the consideration transferred, the amountof any non direct attributable co attributable direct changes in consideration arising from contingent consideration amendments. Cost also includes Investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted to reflect Subsidiaries ubsidiaries are in shown Note 13 - measured to its fair value, with the change in carrying amount (Cont’d) - - Investments in subsidiaries and associates and interests in joint ventu sts of investment. sts of mprehensive income in respect of that entity are accounted for as if the Group

- controlling interests . . - controlling interests, the difference between any consideration identifiable net assets acquired is recorded as goodwill. If this

- controlling inte controlling

controlling interests are also recorded in equity.

rests as transactions with equity owners of ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

recognised in profit or loss. The - controlling interest in the the in interest controlling

the Group.

res 18

77 FINANCIALS 78 FINANCIALS 2 2 Major Cinepl Major year the For FinancialNotes toStatements the Consolidated Company and ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 2.3 policies (Cont’d) Accounting

d) c) (Cont’d) Group accounting ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

joint venture s A list A of the Group’s joint venture using the cost method. are entities controlled jointly in interest statements, financial separate Company’s the In payments onbehalf of the joint venture joint venture, the does Group not recognise further losses, unless it has incurred obligations or made joint ventures cumulative post- associates 1 in Note are shown listA principal oftheassociates Group’s the financial and effects ofacquisitions disposa and the cost method of accounting. In the Company’sseparate financial statements, investments in associates are accounted for using recogni the policies adopted bythe Group. Dilution gains and losses arising in investments in associates are necessary to policiesensure consistency where with Accounting ofassociateschanged been have provides ev interestof the Group’s in the associates. Unrealised losses are also eliminated unless the transaction its and associates theare transactionsGroup eliminatedUnrealised gains on to the between extent post the equity method in the consolidated financial statements. Group’s The share of its joint Group’sThe interests in jointly controlled entities are initially recorded at cost and accounted for by Joint ventures the associate, the in interest its exceeds carrying amount of the investment. the Group’s When share of losses in an associate equals or other comprehensive income. cumulative The post- loss, and its share of post shareof its associates’ Group’s - The post imaccumulated cost. Group’s The investment in associates includes goodwill identified onacquisition, net of any associatesare accounted for using the equity method of accounting and are initially recognised at accompanying a shareholding of the 50% voting and of betweenrights. 20% Investments in Associates are all significant has entities the Group influence which over butnotcontrol, generally Associates

- acquisition profits or losses is recognised in the consolidated income statement. The sed in the income statement.

idence of an impairment oftheidence impairment ofan asset transferred. . When the. Group’s When share of losses in joint are in shown Note 1

pairment loss. (see Note 2.1 Note (see loss. pairment - - acquisition movementsare adjusted against the carrying amount of the interest in Investments in subsidiaries and associates and interests in joint ventures

- acquisition movementsin other comprehensive 3. 3.

3. 3. s s

and the financial effects of the acquisitions and disposals of

s. s. Group doesGroup not recognise further losses acquisition profits or losses is recognised in the profit or 2 2 for the impairment of assets including goodwill). acquisition movementsare adjusted against the venture s equal its or exceed interest in

income is recognised in

accounted for ventures’

ls of 19

Accounting policies 2 the year For Notes to the Consolidated and Company Financial Statements Major CineplexGroup Public Company Limited . Trad 2.6 2.5

. Foreign currency translation 2.4 ended 31 December 2013 theyidentified are and recognisedin theincome statementwithin administrative expenses. receivable and the amount expected to be collectible. Bad debts are written off during the year in which at theyearend. The amount allowanceof the is the difference betweenthe carrying amount of the remainingamount lessallowance for doubtfulreceivables based on a review of all outstanding amounts Trade accounts receivable arecarried at original invoice amountand subsequently measured at the maturitiesthree of months or less. hand, hand, depositsat held call with banks, othershort theIn consolidated andCompany statement ofcash flows, cash andcash equivalents includes cash in c) Cash and cashCash and a) b) Groupcompanies Functional and presentation currency

translatedinto the presentation currency as follows: inflationary economy) that have a functional currency different fromthe presentation currency are The resultsand financial position of all th of that gain or loss is recognised in profit and loss. when a gain or loss ona non assets and liabilities of the foreign operationand translated at theclosing rate. Goodwillfair and value adjustments arising onthe acquisition foreign of a operation are treated as exchange component of thatgain or lossisrecognised inother When a gain or loss ona non the profit or loss. exchange rates of mon    currency’). currency of the primaryeconomic environment in which the entityoperates (‘the functional Itemsincluded in the finan th gains and losses resulting fromthe settlement such of transactions and fromthe translation at year prevailing atthe dates of thetransactions or valuation whereitems are re Foreign currency transactions are translated into the functional using the currency exchange rates Transactionsbalances and e accounts receivablee accounts

e company’sfunctional and the Group’s presentation currency.

All resulting exchange differences are recognised as a separate component of equity. equity. component of as aseparate are recognised differences All resultingexchange exchange statement Income expenses comprehensive and income of at aretranslated average the at translatedare presented position liabilities financialstatementeach of Assets and for rates; and rates; and that statement rateattheclosing date of financial position; of (Cont’d)

equivalents The consolidatedand company financial statements are presented in Thai Baht, which is

etaryassets and liabilities denominated in foreign currencies are recognised in

cial statements of each of the G the of each of statements cial -

monetary itemis recognised inprofit and loss, any exchange component - monetaryitem is recognised in other comprehensiveincome, any e Group

entities (none of which has the currencyof a hyper

- term highly liquid investments with original ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. roup’s entities aremeasured using the

comprehensiveincome. Conversely, - measured. Foreign exchange

- end 20 -

79 FINANCIALS 80 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 2 2 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 2.7 policies (Cont’d) Accounting 2.8

by the weighted average carrying amount of the total holding of the investment. particular investment in debt or equity securities, the carrying amount of the disposed part is determin is charged or credited to the profit or loss. disposing When of part of the Company's holding of a disposal investment,the ofan differenceOn betwe is tostatement. charged the income impaired. If the carrying value of the investment is higher than its recoverable amount, impairment loss test isA carried for impairment ou for sale investmentsare recognised in equity. reference to theNational Stock Exchange of India Limited. unrealised The gains and losses of available based onquoted bid price at the close of business onthe statement of financial position date by at fairAvailable for aremeasured salesubsequently value.fair investments The value ofinvestmentsis consideration paid plus transaction cost. of fair value the to is equal which cost, at recognised initially are Available for sale investments casethey are includedinwhich current assets. 12 months from the balance sheet date or unless they will need to be sold to raise operating capital, in ma assetsunless current Inventories consist of foods and beverages, Inventories and films under production liquidity needs or changes in interest rates, are classified as available as classified are rates, interest in changes or needs liquidity Investments intended to be held for an indefinite period of time, be whichsold may in response to the purchase and re the appropriate determines classification acquired. ofitswere Management investmentsat theof time available Investmentsother than investments in subsidiaries, associates and interests in joint ventures Investments costs directly offilms comprise Costs attributable are tostated filmsproductionand at cost. upon the sale or release of the films, basing ontherevenue future expected from various channels. Films under production are costs of films under production which will be recognised as cost of films necessary, for obsolete, where is slow made, Allowance selling price in the ordinary course of business, less the costs of completion and selling e charges, less all attributable discounts, allowancesor rebates. realisable Net value is the estimated acquisition the to attributable directly costs determined using weighted average method. cost The of purchase comprises both the purchase price and cinema Inventories are stated at the lower of cost or net realisable value. Costs of foods and beverages and ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

supplies are determined by the first - - for

sale investments. The classification is dependent on the purpose for which the investments - evaluates designati such nagement has expressed the intention of holding the investment for less than

t there when is a factor indicating that an investment might be

cinema on a regular basis.

-

of the inventory, such as import duties and transportation - first in,

en the net disposal proceeds and the carrying amount supplies, and and VCD DVD. out (FIFO) method. Costs of VCD and DVD areout (FIFO) method. and DVD Costs of VCD - moving and defective inventories.

- - for sale; and are included in non

xpenses. are 21 ed ed -

2 2 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 2.9 policies (Cont’d) Accounting 2.10

V Office equipment Tool equipment system Utility Cinema Building

down immediately to immediately down theasset ofan carrying is amount Where greater than its estimated recoverable it amount, is written reporting period . assets’The residual useful lives valuesand adjusted areand if reviewed, appropriate, at ofeach the end estimated useful life or, if it if or, life useful estimated asset, except for land which is considered to have an indefinite life, to its residual value over the is not depreciated.Land Depreciation is calculated the straight on - and maintenance are charged to profit or loss during the financial period in which they ar can be measured reliably. carrying The amount of the replaced part is derecognised. All other repairs that benefits future economic associate the asset’s carrying amount or recognised as a separate asset, as appropriate, only it when is probable expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in Property, are plant stated equipment and at cost less depreciation. accumulated Historical cost includes Property, plant and equipment made tomade those cash allo is Goodwill carrying amount of goodwill relating to the entity sold. Impairmentlosses goodwillon are not reversed. Gains and losses onthe disposal of an entity include the Goodwill is tested annually carried for and impairment at cost less losses. impairment accumulated acquisitions of subsidiaries is separately reported in the consolidated statement of financial position. the net identifiable assets of the acquired subsidiary undertaking at the date of acquisition. Goodwill on represents theof excess Goodwill costacquisition ofan the over fair value oft Goodwill the business combination in which the goodwill arose, identified according to operating segment. included in income statements Gains and losses ondisposals are determined bycomparing proceeds with carrying amoun ended 31 December 2013 December 31 ended ex GroupPublic Limited Company ehicle

and

cinema

and fixture cated to cash

-

generating units or groups of cash improvement

its recoverable amount. its recoverable

is shorter, the lease term, as follows: as term, lease the is shorter, - . generating units for the purpose of impairment testing. allocation The is

d with the item will flow to the Group and the cost of the item item the of cost the and Group the to flow will item the with d

-

generating units that are expected to benefit from ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

line basis to write off the cost of each and theand lease contracts periods he Group’s share of 5, 10, 15, 20years e incurred. 5, 10, 15years 10, 20years t are and 20 years 5 5 years5 years

22

81 FINANCIALS 82 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 2 2 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 2.11 policies (Cont’d) Accounting 2.1 2 2 recognition of impairment. the estimation of the recoverable amount were changed in subsequent period after the Group’s flows. Assets other than goodwill that suffered an impairment assessing impairment,assets at are grouped the lowest level there for which is se recoverable amount which is the higher of an asset’s net selling price loss is impairment recognisedfor t An recoverable. notbe in indicate eventscircumstances orchanges thatmay whenever the carrying amount impairment for reviewed are amortisation to subject are that Assets impairment. for annually tested thatAssets indefinite an have useful life, goodwill, are notsubject forsation example to amorti and are of assets Impairment softw specific the use Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to software Computer written be will loss this to equivalent amount channels over the lifetime of rights. In the event that an ultimate loss is projected for rights Film rights Film assets intangible Other method over their useful lives, not exceeding a period of 5years. developm software Computer software. original specifications is recognised as a capital improvement and added to the original cost of the Expenditure whichenhances or extends the performance of computer software beyond their programmes an appropriate portion of relevant overheads. are recognised as intangible assets. Direct costs include staff costs and team ofthe software development controlled bythe and Group will probably generate economic benefits exceeding costs beyond one year, expense as incurred. Costs that are directly associated with identifiable and unique software products are recognisedasan associatedprogrammes software Costs withdevelopingormaintaining computer broadcasting at the ratio relating to the expected revenue earned from each of the revenue amortise are rights Film rights. ended 31 December 2013 December 31 ended ex GroupPublic Limited Company are

capitalised at the purchase price including costs directly attributable to the acquisition of of acquisition the to attributable directly costs including price purchase the at capitalised are. costs These are amortised over their estimated useful lives years 5

d and charged to direct costs of and exhibition,TV and DVD VCD he amount bywhich the carrying amount of the assets exceeds its ent costs recognised as assets are amortised using the straight

- off in the income statement immediately statement income the in off are reversed for possible impairment loss of

and value in use. For the purposes of parately identifiable cash .

.

each right,each an - generated - line line 23 2 2 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 2.1 2.13 policies (Cont’d) Accounting 4 4 date. reporting of end the after months 12 least at for liability the of settlement Borrowings are classified as current liabilities unless the has Group an unconditional right to defer itrelates. which to facility the of period the over ty will be drawn down, the fee is capitalised as a pre a as capitalised is fee the down, drawn be will ty facili the draw until deferred is fee the case, this In down. drawn be will facility the of all or some that probable itis that thepaid on establishmentFees ofloan facilities are recognised as transaction c Borrowings occupied property held for use in the supply of goods and services, therefore are included in similar other with consistent basis a on lives and equipment in the statement of financial position. are They depreciated over their expected useful leasedoperatingAssets outunder leases are multi the lease term. in initial ofthe finance lease recognised measurement over receivable ofincome reducethe and amount net investment method, which reflects a constant periodic rate of return.Initial direct costs are included recognised as unearned finance income. Lease income is recognised over the term of the lease using the as areceivable. differencethe gross The between receivable the and present value ofthe receivable is assets are leasedWhen outafinance under lease, the present value ofthe leaseis payments recognised income (net of any incentives given to lessees) is recognised ona straight Leases Leases de of the liability for each period. property, The plant or equipment acquired under finance leases is loss over the lease period so as to achieve a constant periodic rate of interest onthe remaining balance are included in other long rate onthe finance balance outstanding. Thecorresponding rental obligations, net of finance charges, leaseEach payment is allocated between the liability and finance charges so as to achieve a constant present value of the lease minimum payments. are capitalised at the inception ofthe lease at the ofthe lower fair value ofthe leased property the and has substanti from the lessor) are charged to profit or loss ona straight classified leases (net as operatingincentives under ofany leases. made received Payments asignificantare retained in which theLeases ofownership by lessor portion ofthe risksrewards are and The Group leases certain Group buildingThe Leases Leases Leases

ended 31 December 2013 December 31 ended ex GroupPublic Limited Company preciated overthe shorter period ofthe useful life ofthe asset the and lease term. - - - - - where where where thewhere down occurs.down the To extent that there is noevidence that it is probable that or some all of the ally all the risksare classified ofownership rewards and as finance leases. leases Finance the

Group is the lessor Group is the lessee is the Group - term payables.interest The elem

and equipment. Leases of building

building - purpose property, the significant portions are owne -

line basis over the period of the lease. and equipment bythe owned Group. Rental - ent of the finance cost is charged to profit or payment for liquidity services and amortised ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

or equipment where the Group - line basis over the lease term.

osts of the loan to the extent

building 24 r-

83 FINANCIALS 84 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Accounting policies 2

For the year For Notes to the Consolidated and Company Financial Statements Major CineplexGroup Public Company Limited .6 Share-based payment 2.16 .5 Employee benefits 2.15 ended 31 December 2013  T   granted: expense. The totalamount to be expensed is determined by referencetothe fair valueof the options exchan in received services employee the of value receives services from employeesas consideration for equity instruments (warrant) of the Group. The fair available. recognisedare the extent assetthat or a asanrefundreductiona to cash the future in payments is The contributionsThe are recognisedas employee benefit expense theywhen due. are Prepaid contractual basis. The Group has no further payment obligations once the contributions hav For For defined contribution the plans, pays contributionsGroup totrustee Past- charged credited or to income statement inthe period inwhichtheyarise. Actuarial gains andlosses arising from experienceadjustments and changesactuarialin assumptionsare termsmaturity to approximatingthe to terms ofthe related pension liability. governmentthat denominatedare bonds the currencyin which inthebenefits andthat h willpaid, be obligation is determineddiscounting by theestimated futurecash outflows using marketyield of independent actuaries usingthe projected un unrecognised past- the presentvalue of the defined benefit obligation at the end ofthereporting period withadjustments for liabilityThe recognised the statementin financial position of respect ofdefinedin benefit andservice compensation. employeereceivewillretirement, on usuallyyearsmoreasdependentage,factorson one such or of a definedcontribution plan.Typically benefit amount defined plansan define of employeetheservicecurrentin and prior periods. A defined benefita planis contributions ifthefund sufficienthold does notassetspay toall employees the benefits relating to contributionsinto a separate entity.Group The nolegalhas constructive or obligationspay tofurther defined contributioncontributionpays fixedunderwhichthe Groupplan defined plans. A a is plan companiesGroup operate various Employee benefits obligations period). Inthis case,thecosts past-service are amortisedon a straight-line basis theover vesting period. areplan conditional theon employees remaining in service for a specifiedperiod of time (the vesting

he Group operatesa number of equity safe). excluding the impactnon of any period); and profitability, sales growth targets and remaining an employee of the entity over a specified time excluding the impactservice of any and non including anymarket performance conditions; service costs arerecognisedimmediately in income statement, unless the changes tothe

(Cont’d)

service costs. The defined benefit o

employee benefit - vesting conditions (for example,the requirementemployees for to - settled, share- itmethod. credit present The the of valuedefined benefit

- mark ge for the grant of the options is recognised as an

schemes.TheGroup hasboth de based compensationplans, under which the entity et performance vesting conditions (for example, bligation is calculatedevery years three - retirement administered fundon a

pensionbenefitthat an fined benefitand plan thatplan is not contributions obligations ebeen paid. retirement by ave 25 is is

2 2 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 2.1 2.16 policies (Cont’d) Accounting 7 7 redemption rate and bonus point outstanding balance onthe financial position date. sets aside Company The the provision for bonus point redemption based onconsideration of historical and presented netting this of sales. and other relevant market factors. Provision for goods returns are provided for the sales profit margi Provisions for goods returns in relatedis estimated and DVDs to VCDs based onhistorical experience interest expense. risks specific to the obligation. Theincrease in the provision due to thereWhere are a numberof similar obligations, the likelihood that an outflow will be required has been reliably estimated. Provisions are not recognised for future operating losses. events; it is probable that an outflow of resources will be required to settle the obligation; and the amount Provisions are recognised when Provisions obligation using a pre Provisions at are measured small. be if the likelihood of an outflow with respect to any one item included in the sameclass of obligations may settlement is determined byconsidering the class of obligations as a whole. provision A is recognised even share the premiumwhen options are exercised. cred are costs transaction attributable directly any of net received record the transaction the when options are exercised. issues TheCompany shares. new Theproceeds share For investment in subsidiary undertakings, with a corresponding credit to equity. measured byreference to the grant date fair value, is recognised over the vesting period as an increase to undertakings in the is Group treated as a capital con grantThe bytheof options Company over its equity instruments to the employees of subsidiary options are exercised. transac attributable the optionsWhen are exercised, issues the Company shares. new proceeds The received net of any directly adjustment to equity. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding Share estimates of the numberof options that are expected to vest based onthe non specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its to vest. Thetotal expense is recognised over the vesting period, which is - Non ended 31 December 2013 December 31 ended ex GroupPublic Limited Company market vesting conditions are included in assumptions about the numberof options that are expected - based payment (Cont’d) - ba

sed payment transaction where theissued Company options prior to 2011, thewill Company

tion costs are credited to share capital (nominal value) and share the premiumwhen

- tax rate that reflects currentthe and assessments market ofthe time value ofmoney

the present value of the expenditures expected to be required to settle the

the has Group a present legal or constructive obligation as a result of past

tribution. fair services The value ofemployee received, ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. ited to share capital (nominal value) and passage oftime is recognised as

the period over which all of the

- marketing vesting conditions.

26 ns ns in in

85 FINANCIALS 86 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 2 2 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 2.19 2. Accounting policies (Cont Accounting 18 18 attributable to the company’s equity holders. attributable attributable reissued. such Where shares are subsequently reissued, any consideration received, net of any directly deducted from equ ity attributable to the company’ s equity holders until the shares are cancelled or consideration paid, including any directly attributable incremental costs (net of income taxes) is purchases anycompany Group Where the equity Company’s share capital (treasury shares), the deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue ofshares new or options are in shown equity sharesare classifiedOrdinary asequity. capital Share are inGroup shown Note6. effectsThe ofthe adoption stan basis. net a on balances the settle to intention isan there where entities taxable relate to income taxes levied bythe sametaxation authority oneither the taxable same entity or different current tax assets against current tax liabilities the tax deferred income when and tax assetsliabilities and income Deferred there areis offset alegally when enforceable right to offset the the timing of the reversal of the temporary difference is controlled bythe and Group it is probable that provided ontemporary differences arising from investments in subsidiaries and associates, except where available be will tax assets income are recognisedonlytoDeferred the extent that it is probablethat future taxable profit issettled. liability expected to apply the when rel (and laws) that have been enacted or substantially enacted bythe end of the reporting period and are affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates time the at that combination business a than other transaction a in liability or asset an statements. differences the tax between baseofassets and Deferred income tax is recognised, using the liability method, ontemporary differences arising from provisions where appropriate onthe basis of amounts expected to be paid to the tax authorities. respect to situations in which applicable tax regulation is subject to interpretation. It e and generate taxable income. periodically Management evaluates positions taken in tax returns with at the end of reporting period in the subsidiaries countries the company’s where associates and operate tax is currentcharge calculated income The the basis on oftheenacted taxorsubstantively laws enacted respectively. equi except to the extent that it relates to items recognised in other comprehensive income or directly in taxThe expense for the period comprises current and deferred tax. is Tax recognised in profit or loss, taxes income deferred and Current

ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

temporary difference will not reverse in the foreseeable future. foreseeable the in reverse not will difference temporary ty. In this case the tax is also recognised in other comprehensive income or directly in equity, However,the deferred income tax is not accounted for if it arises initial from recognition of

incremental transact costs the and related tax ef income

against which the temporary differenc utilised.es be can tax is income Deferred ’d)

ated tax deferred asset income is realised or the tax deferred income

dard onthe consolidated financial and company statements of the

liabilities and their carrying amounts in the financial financial the in amounts carrying their and liabilities

fects, is included in equity equity in included is fects,

assets and liabilities liabilities and assets of the transaction stablishes stablishes

as a 27 2 2

year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 2.20 policies (Cont’d) Accounting 2.2 2.2 2 2 1 1 Segment reporting Segment strategicOfficer that makes decisions. resources and assessing performance of the operating segments, has been identified as Cheif Executive operating decision Operating segments are reported in aconsistent manner with the internal reporting provided to the chief its business byservices or products. Segment information Revenue recognition Revenue transferred to the buyer. Revenuefrom providing services is re Revenue from sales of goods is recognised when significant risks and rewards of ownership of the goods are statements. financial consolidated services net of output tax, rebates and discounts, and a the fair comprises value ofthe consideration received orreceivableRevenue for the and sale ofgoods income. services,Karaoke rental services, and Revenues of the Group consist principally admissions, concession sales, advertising services, bowling and which they are approved bythe shareholders. Dividend paymentis recorded in the consolidated financial and company statements in the period in Dividend payment Where Where Revenue from cable television are rendered overthe contractservice periods. is recognised the when services are appeared. the media advertising is from when recognised Revenue terms ofthe agreement. l cannot be refunded and the licensor has nofurther obligations subsequent to granting of the rights, the

Other revenues areon recognised revenues Other services are leasesservicesrendered. and arewhen recognised from revenue Deferred leasesservices and arethe recognisedover period from ofthe lease agreement. Revenue - Dividend income - income Interest ended 31 December 2013 December 31 ended oyal ex GroupPublic Limited Company ties are recognised as income in full when the licensee is entitled to exploit the rights under the the under rights the exploit to isentitled licensee the when full in income as recognised are ties l

oyalties from film rights film from oyalties -

maker. The

has been prepared based onthe internal report of the Group, which disaggregates when thewhen will accrue to the Group. effective rate over the period to maturity, it when is determined that such income on a time proportion basis, taking account of the principal outstanding and the

isestablished. payment receive to right

or film production are charged at fixed amounts for which the licensee

the following basis: chief operating decision

VCD/DVD and film rights VCD/DVD sales of distribution and sponsorship

fter eliminating sales within the Group for the the for Group the within sales eliminating fter cognised when the servicescognised when are rendered. - maker, who is responsible for allocating ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

28

87 FINANCIALS 88 FINANCIALS

3 3 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 3.1 Financial risk management 3.2

Management believe Management 3.1.1 liquidity. excess 3.1. 3.1.4 3.1.3 approximate their fair values. values. fair their approximate interest rate risk, credit risk, use of derivative and non and derivative of use risk, credit risk, rate interest risk management, as well as written policies c in close co- approvedtheby Board of Directors. Treasury Group The identifies, evaluates and hedges financial risks ispolicies under carried Treasury) a central outby treasury (Group department management Risk seeks to minimise potential adverse effects on the Group’s financial performance. Group’s overall risk management programmefocuses onthe unpredictability of financial markets and The risk. liquidity and risk credit risk), price and risk rate interest flow cash risk, rate interest value activities Group’s itThe expose to avariety offinancial risks: riskmarket (including risk, currency fair Financi The The book values of financial assets and Fair value ended 31 December 2013 December 31 ended ex GroupPublic Limited Company 2 2

Group areGroup mainly fixed will affect theloan its interest resultsoperations and flows.The cash ofthe Group’s rates ofthe is risk rate Interest rates. interest market Group’sThe income and operating cash flows are not substantially independent of changes in risk rate Interest currency exposure. respect to with primarily currencies, various in dominated mainly rights film of purchase from transaction receivable and accounts payable are mainly Baht. in made group Thai The has foreign exchange has Group nosignificantThe exposure to foreign currency risk relates due to its accounts risk exchange Foreign fro available. TreasuryGroup aimsat maintaining flexibility in funding bykeeping committed credit lines ability to close out market positions. to Due the dynamic nature of the underlying business, the availability of funding through an adequate amount of committed credit facilities and the sufficien maintaining implies management risk liquidity Prudent risk Liquidity institutions. financial quality credit high to limited are products and services are to made customers with appropriate credit history. from which th has Group nosignificantThe concentrations of credit risks due to the large of number customer riskCredit al risk factors m fluctuation in interest rate on specific borrowing. specific on rate interest in fluctuation m

operation with the Group’s operating units. Board The provides written principles for overall

USD

that their net bookvalues are assumed to approximate their fair value. e income is ine income charged cash

. The

L Group doesGroup not use any derivative financial instruments to hedge foreign

. does Group The not use the interest rate derivative to exposure manage oans made withrelated made oans parties ca financial financial

. has Group The policies in place to ensure t overing specific areas, such as foreign exchange risk, the risk that future movements in market interest rates rates interest market in movements future that risk the liabilities with a maturity of less than one year are are year one than less of maturity a with liabilities - derivative financial instruments, and investment investment and instruments, financial derivative

rried an interest at the market interest rate. rate. interest market the at interest an rried t marketable securities, cashand

C

ash transactions hat sales of salesof hat 29

4 4 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major 4.1 factors, including expectations of future events that are believed to be reasonable under the circumstances. assumption Estimates, Critical accounting estimates, assumption estimates, Critical accounting

the next financial year are outlined below. significant risk of causing a material adjustment to the carrying amounts of assets an will, definition, by equalthe related seldom actual that results. a estimatesassumptions have and The assu estimates and makes Group The assumptions and estimates Critical accounting a) c) b) d) ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

forecast financial statement; however, discounted cash flows higher had been 1% than management’s estimates If the estimated cost of capital used in determining the pre calculations require the useofestimates 15). (Note

The Group has made allowance, where necessary, for obsolete, slow moving and defective forobsolete, slow Allowance and identifiedknown instances of default and consideration of market trends. cash flows, such assessment being based onconsideration of historical collection experience, allowanceThe for doubtful accounts is significantly impacted bythe Group’s assessment of future relating to estimated losses resulting from the inability of customers to required make payments. for doubtfulto accounts allowance reflect maintainsan oftrade receivables impairment Group The case is considered as the appropriate base in evaluation of goodwill. expected growth in the industry, the growth rate is consistent with the past actual result. base The instead of 10. determined based onvalue- accounting policy stated in Note 2.12. recoverable The amou tests Group The annually whether goodwill has suffered any impairment, in accordance with the of goodwill Estimated impairment and future market trends. realisable estimation wasbased onhistorical experience, management’s knowledge of the industry c of less cost the business, by estimating the net realisable value calculated was from the selling price in the ordinary course of Impairment of receivable business models. percentage of goods returned is estimated based on historical information, experiences and existing estimat has management The returns forgoods Provision s and judgements are continually 1 %), %), goodwill for all business wouldhave not been impaired.

ompletion and selling expenses. Furthermore, the calculation of the net s s in ed the provision for goods returns in relation The and DVDs. to VCDs - - d defective and inventories moving use calculations or fair value less cost to sell as appropriate. These mptions concerning the future. The resulting accounting estimates s s and judgements

management based on the past operating result and the

evaluated historical are on and based experienceother and

ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. nts of cash nts of - ta

x discount rate applied to the

- generating units have been

(for (for In the preparation of d liabilities within within liabilities d example, 11.

inventories inventories

1 30 %

89 FINANCIALS 90 FINANCIALS 5 5 4 4 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. In capital. of cost the reduce to structure capital optimal concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an Group’sThe objectives managing capital when are to safeguard the Group’s ability to continue as a going Capital risk management 4.1 d) (Cont’ judgements and assumptions estimates, Critical accounting shareholders, return capital to shareholders, issue shares new or sell assets to reduce debts.

order to maintain or adjust the capital structure, the adjust may Group the amount of dividends paid to

g)

f) e) assumptions and estimates Critical accounting ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

Additional information is disclosed in Note Other key assumptions for pension obligations are based in part oncurrent market conditions. liability. te have that and paid, be will benefits position historical redemption rate and bonus point outstanding balance onthe sets Company asideThe the provision for bonus point redemption based onconsideration of Provision l for customers considers the required to settle the pension obligations. In determining the appropriate discount rate, the Group that should be used to determine the present value of estimated future expected cashto outflows be the determines appropriate discountrate Group at year.The theofeach is end This the interest rate impact onthe carrying amount of pension obligations. (income) for pensions include the discount rate. changes Any in will these have an assumptions an actuarial basis using a numberof assumptions. assumptions The used in determining the net cost present value ofThe the pension obligations depends ona numberof factors that are determined on benefitEmployee obligations iscash flow calculated estimated and the by management. net of estimation The recognised. be will impairment the cost, title each recover to sufficient not atitle tests on impairment titleGroup by basis, and if the estimated remainingnet are cashflows cost offilms The films of Valuation .

market yield of government bonds under production is recognised incurred. when there When is an indicator, the

under production

oyalty

pro rms to maturity approximating the terms of the related pension gram

23. 23.

(Cont’d) that are denominated in the currency in which the

date of statement of financial financial of statement of

31 6 6 year the For FinancialNotes toStatements the Consolidated Company and Cinepl Major pershare(Baht) Diluted earnings per Basic earnings income for the period comprehensive Decrease period the for Increase in profit tax in income Decrease - investments of result Increase in share of shareholders’ other components of Decrease (increase) in retained earnings Decrease (increase) in Increase Increase in deferred tax assets shareholders’ other components of Increase (decrease) Decrease in retained earnings joint ventures associates interest and in Decrease in investment i Increase Increase in deferred tax assets 2012 are as follows; s effect theThe on income follows; effectsThe of the adoption onthe statements of financial position of the as Group at 1January 2012are as financial comparative financial statementsThe and informatio 1 January 2013, and has accounted for the adoption retrospectively in accordance with the accounting standard. described in Note As Change in accounting policies presented in the interim consolidated and consolidated financial and company information. effectof The the adoption onsuch policies which has During the year, the has Group presented change in accounting policies in preparation the interim 2013

equity method

share (Baht) in deferred tax in deferred tax

ended 31 December 2013 December 31 ended ex GroupPublic Limited Company

in other

equity equity

in in

liabilities liabilities n n

2, the has Group adopted the Accounting Standard No.12Income taxes, effective on

tatements and the statement of comprehensive income for the year ended 31 December tatements forDecember the 31 and statementincome year ended ofcomprehensive 194,170,963 811,141,702 281,914,714 157,192,335 Originally 2 1,074,926,216 ,090,395,770 (129,755,466) (129,755,466) Stated 928,699,746

Originally Originally 0.91 0.92 stated stated

Adjustments Consolidated (38,810,872) (15,778,149)

company forcompany prior period were adjusted due to error in calculation. - - - - - At 1 January 2012 At 1 January 2012 34,877,84 19,099,699

(445,437,568) (191,016,028) (248,416,33 Adjustments Adjustments (6,199,769) 25,927,773 19,728,004 25,927,773 19,922,563 0.0 0.0 8 8 4 4

0 - - ) )

155,360,091 846,019,550 266,136,565 176,292,034

1,068,726,447 1,899,379,742 (103,827,693) (103,827,693) (248,416,33 Restated 483,262,178 19,728,004 19,922,563 n have been restated accordingly. Restated Restated 0.9 0. Consolidated 9 Company 5 6

0 - - ) )

194,170,963 750,032,635 191,378,222 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Originally 1,050,946,989 2,122,049,539 1,136,064,392 64,415,497 64,415,497

Originally Originally stated

0.85 0.85 stated stated - -

At 31 December 2012 At 31 December 2012 - - - - -

Adjustments

(38,810,872) (6,427,721) Company (410,559,720) (171,916,329) (251,779,749) Adjustments Adjustments 6,427,721 (12,883,099) (12,655,147) (12,883,099) 227,952 253,259 0.01 - -

- -

1,136,292,344 1, (251,779,749) 155,360,091 756,460,356 184,950,501 (12,655,147) 640,387,269 950,133,210 Unit: Baht Unit: Unit: Baht Unit: Baht 51,532,398 51,532,398 Restated Restated Restated 253,259 0.85 0.86

32 - - - -

91 FINANCIALS 92 Major Cineplex Group Public Company Limited FINANCIALS Notes to the Consolidated and Company Financial Statements

ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. For the year ended 31 December 2013

7 Segment information

Financial information by business segment is follows: Unit: Million Baht Consolidated Bowling and Rental and Cinema Advertising Karaoke services Movie content For the year ended 31 December 2013 business business business business business Total

Revenues - Gross segment revenues 5,790 789 562 589 770 8,500 - Inter segment revenues (339) (1) (72) (108) (270) (790)

Net revenues 5,451 788 490 481 500 7,710

Segment results 794 569 46 31 (295) 1,145 Compensation income 13 Gain on disposal of investment 221 Unallocated income (119)

Operating profit 1,260 Finance costs (149) Share of profit of associates and joint ventures 189

Profit before income tax 1,300 Income tax (276)

Net profit 1,024

Segment fixed assets 4,521 54 796 1,307 18 6,696 Investments in associates and interest in joint ventures 2,469 Unallocated assets 4,465

Consolidated total assets 13,630

33

Major Cineplex Group Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2013

7 Segment information (Cont’d)

Unit: Million Baht Consolidated Bowling and Rental and Cinema Advertising Karaoke services Movie content For the year ended 31 December 2012 business business business business business Total

Revenues - Gross segment revenues 4,699 669 597 605 981 7,551 - Inter segment revenues (258) (20) (85) (100) (123) (586)

Net revenues 4,441 649 512 505 858 6,965

Segment results 505 425 7 51 (210) 778 Compensation income 68 Gain on disposal of investment 214 Impairment of goodwill (5) (50) (55) Unallocated income 9

Operating profit 1,014 Finance costs (133) Share of profit of associates and joint ventures 176

Profit before income tax 1,057 Income tax (266)

ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Net profit 791

Segment fixed assets 3,074 46 807 1,386 19 5,332 Investments in associates and interest in joint ventures 1,950 Unallocated assets 4,048

Consolidated total assets 11,330

34

93 FINANCIALS 94 FINANCIALS 9 9 8 8 7 7 year the For FinancialNotes toStatements the Consolidated Company and Major Cineplex GroupPublic Limited Company ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

Fair value Unrealised gain Cost Closing bookvalue Less Cha Opening bookvalue equivalents cash and Cash heldDeposits at call banks with onhandCash The movement of The movement available Available 3.25% Cash and cash equivalents Accordingly, the does Group not present the liabilities segment information. Liabilities are mainly borrowings purposed to be used for all segments and for the Group’s liquidity. The The effective interest fairThe values of the investments are as follows: intangible assets, inventories, receivables and operating cash and mainly exclude investments. Unallocated costs rep informationSegment nge in fair value of investments allowance for allowance impairment

per annum). ended 31 December 2013 December 31 ended - for - sale investment

rates resent corporate expenses. Segment assets consist primarily property and equipment, (Cont’d) on short -

for - sale investment overthe year is as follows:

- term

bank deposit are ranging from0.10%

495,681,689 457,068,263 38,613,426

Consolidated 3 2013 480,732,922 449,261,181 31,471,741

2 2012 to to 2.25% Consolidated and Company Consolidated and Company 820,571,703 512,581,053 307,990,650 820,571,703 448,165,556 372,406,147 394,325,295 364,299,880 30,025,415 per per

annum ( annum 2013 2013 3 2013 Company - -

2012 372,406,147 307,990,650 372,406,147 194,948,301 177,457,846 331,372,894 308,477,828 Baht Unit: Baht Unit: 64,415,497 Baht Unit: 22,895,066 :

% to to 0.10% 2012 2012 2 2012 35 - -

11 10 year the For FinancialNotes toStatements the Consolidated Company and Major Cineplex GroupPublic Limited Company

Inventories, net inGoods transit Supplies and others net ofallowance DVD, and VCD Foods and beverages other receivables accountand Trade Prepaid expenses accountsreceivableOther related from parties due 3 (Note Amounts - accountsreceivableTrade accountsreceivableTrade - Less Total U - - parties Third Baht Baht follows: c The million 246.94 Baht and million Baht Baht Cost of inventory recognised was as an Inventories, net receivable, accounts Trade net Less Total 6months Over 3 Overdueless than 3 months Current accountsreceivableTrade Unbilled revenue tradeOutstanding receivable accounts Trade account account Trade onsolidated income statement for theyear ended 2013amounting 31December to Baht 12.86

Related parties Trade - Allowance for doubtful accounts Allowance for doubtful accounts 6 months G nbilled revenue

32.95 280.49 roup recorded loss from obsolescence and allowance for diminution in value to inventories in the ended 31 December 2013 December 31 ended

accounts rece million)

million

and other

(Note 3 (Note . .

in the the in ivable 6) s receivables net parties, Third c

onsolidated and ). ).

- - 6) as at 31 December can be analysed be according can to agesas as at December 31 parties third expense and includedin cost amounting to Baht

c 1,159,047,792 ompany income statementsompany (52,600,177) (52,600,177) 174,908,045 117,689,640 875,001,965 927,602,142 154,373,471 773,228,671 875,001,965 927,602,142 144,800,420 237,080,251 341,661,124 154,373,471 21,359,087 82,359,982 69,267,049 59,884,749 73,415,497 33,055,941 49,686,876 1,921,927

Consolidated Consolidated Consolidated 2013 2013 2013

1,453,975, (50,436,954) (50,436,954) 132,240,700 397,502,420 925,358,176 975,795,130 147,506,084 828,289,046 925,358,176 975,795,130 139,758,476 220,243,525 392,684,328 147,506,084 11,650,351 71,267,512 48,594,571 78,349,977 43,904,035 75,602,717 8,860,461

728,266

2 2012 2012 2012 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 069 r ,

espectively (2012 648,402,246 253,805,874 100,585,964 164,238,392 164,238,392 150,520,060 164,238,392 164,238,392 58,359,623 51,039,170 43,576,865 86,195,151 13,718,332 47,055,641 89,196,843 13,718,332 7 9,802,876 4,464,700

,320,453

3 2013 2013 2013 Company Company Company 429.78 ------

million (201 million : Baht : Baht 850,623,961 283,912,002 280,199,584 132,621,634 102,119,266 102,119,266 6 102,119,266 102,119,266

Baht Unit: Baht Unit: million and and million Baht Unit: 38,110,958 33,104,262 51,771,475 36,203,791 65,915,475 31,110,275 32,465,406 36,203,791 5,006,696 1,794,750

545,044

500.40 2 2012 2012 2012 36 2 ------:

95 FINANCIALS 96 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 13 12 year the For FinancialNotes toStatements the Consolidated Company and Major Cineplex GroupPublic Limited Company Others Withholding tax deducted at sources tax receivable added Value a Investment Other current assets )

Closing net bookamount Impairment reductionShare Disposals Acquisitions Opening net bookamount December 31 ended years the For Investment in subsidiaries, net Less Investment in subsidiaries “Change in parents’ ownership interest in subsidiaries” million 5.21 Baht of to80.00% 90.00%. difference The investment from additional totalling Movements of investmentsMovements in subsidiaries and associates 1.00 million. 1.00 8JanuaryOn 2013, purchased the Company of 99.96% shares a holding in company, MHD, Holding InternationalMajor C million. 5.00 Baht totalling management, system 2013, purchased the 3May of 99.99% shares Company aOn service in DPM, provider for projector and Digital Co., Ltd. Projector (“DPM”) Management 3OctoberOn 2013,a subsidiary “Changes in parent’s ownership interest in subsidiaries” in the consolidated shareholders’ equity. consideration paid and amount of non resulted in the change in shareholding percentage fromto 67.86% 91.37%. Thedifference between subsidiary “TLO” and joint venture totalling “MKB” amount Baht 43.44 million. The acquisition cash payment of Baht 383.43 million (mainly through tender offer) and exchange of ordinary 165.89 million shares for a total of consideration of Baht 426.87 million. Consideration paid included During the year PictureM Entertainment Public Limited Company (“MPIC”) Addition of investment in subsidiaries in Investment ended 31 December 2013 December 31 ended Allowance for imp for Allowance s s in subsidiaries and associates

Baht 4.00 million 4.00 Baht

subsidiaries, net

ended 31 Decem 31 ended

airment

. acquisition The resulted in the change in shareholding percentage from

o., Ltd. (“MHD”) Ltd. o., made additmade ber 2013, an additional made the Company investment of in MPIC

and interests in joint venture

- controlling inter controlling

211,989,966 158,962,592 24,445,275 28,582, ional investment in Subsidiary in TLO investment ional

Consolidated 3 2013

099

presented ests of Baht 318.71 million recognised was as

and interests in joint venture 162,839,694 122,038,261 14,363,798 26,437,635

under

2 2012 s, net

2,741,449,932 2,351,200,286 2,741,449,932 2,744,449,932 shareholders’ equity. (10,619,784) (32,000,000) 432,869,430

(3,000,000)

60,130,726 53,116,646 7,014,080

2013

Company of 0.04 million 0.04 of 3 2013 Company

- - was recognisedas was

s - -

are as follows: 2,351,200,286 1,911,916,647 2,351,200,286 2,354,200,286

totalling Baht Baht totalling (44 486,532,739 (3,000,000) ( Baht Unit: Baht Unit: 26,826,609 23,629,542

3,000,000)

3,197,067 ,

249,

shares of shares

shares shares 2 2012 2 2012 ) 100) 37

- - - -

13 year the For FinancialNotes toStatements the Consolidated Company and Major Cineplex GroupPublic Limited Company Investments in subsidiaries and associates and interests in joint ventures, net a )

Closing net bookamount ofresultShare receivedDividend Disposals Acquisitions Opening balance accounting policy in change Effect from Opening net bookamount (Cont’d) position. financial of statement consolidated the in associates” in “Investment million, which wasrecognised in “Other income” in the income company statement and recognised in 2013,31 December received the Company dividends income from associates amounting to Baht 128.91 of Baht 16.32 the Property Fund. investments of investments Movements financial statements amounting to Baht 44.1 As at 2013,As 31December investment in associates included net bookvalue of goodwill in the Fund Th associates in Investment a share reduction totalling Baht 7.02 million on2January 2013. 25 per share to Baht 7per share for 390,000 shares, totalling to decreasethe registered approved have sharecapital parvalueofBaht from shareholders ofUDF The (“UDF”) Co.,Ltd. Cineplex Star Five Udorn a share reduction totalling Baht 3.60 million on2January 2013. 25 per share to Baht 7per share for 200,000 shares, totalling Baht 3.60 million. received Company The to decreasethe registered approved have sharecapital parvalueofBaht from shareholders ofCMC The Chiang Cineplex Co.,mai Ltd. (“CMC”) Share reduction of subsidiaries During the year (“TLO”) Ltd. Co., One Talent insubsidiaries ofinvestment Disposal Investment in subsidiaries , net consolidated financial with 7.04TLO million ordinary shares as “Changes in parent’s ownership interest in subsidiaries”under shareholder’s equity in the consider between recognised as “Other income” in the income company statements. Thediscount, which is a ended 31 December 2013 December 31 ended e Group’s intercompany gain is

realised onthe straight

million (2012: Baht 16.32 million). million). 16.32 Baht (2012: million

ended 2013, 31December exchanged the 0.32 Company million ordinary shares of after

ationpaid and amountof non During 2013, the Grouprealise

statement adjustment

in subsidiaries and associates and interests in joint ventures are as follows: - s. s. line basis over the lease contracts periods of the buildings leased out to

(Cont’d) on disposals of assets to MajorCineplex Lifestyle Leasehold Property

2 1,714,929,163 1,883,886,016 (128,908,248) (168,956,853)

of MPIC of ,212,868,495 (91,545,034) 191,552,839 526,839,775

2 million (2012: Baht 44.12 million).

Consolidated

- 3 2013 controlling interests of Baht 1.11 . Loss from the share of swap Baht 13.55 million was

d gain ondisposal in the consolidated income statement

1,714,929,163 1,789,228,485 1,977,166,901 (121,345,342) (150,892,414) (187,938,416) 164,912,544 33,025,890

Baht 7.02 million. received Company The

2 2012 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

2,168,239,563 1,716,422,344 1,716,422,344 (75,022,556)

526,839,775 (Cont’d)

During the year million 3 2013 Company - - - -

was recognised was 1,716,422,344 1,792,353,449 1,792,353,449 (108,956,995)

consolidated Baht Unit: 33,025,890 difference

ended 2 2012

the the 38

- - - -

97 FINANCIALS 98 FINANCIALS Major Cineplex Group Public Company Limited ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2013

13 Investments in subsidiaries and associates and interests in joint ventures, net (Cont’d)

Investment in associates (Cont’d)

a) Movements of investments in subsidiaries and associates and interests in joint ventures are as follows: (Cont’d)

Investment in subsidiaries, net (Cont’d)

The Group’s share of results of its associates and its share of the assets liabilities, revenues and result of the joint ventures are as follows:

Assets Liabilities Revenues Profit (loss) % Ownership Baht Baht Baht Baht interest

Year ended 31 December 2013 Associates Siam Future Development Public Company Limited 1,991,605,412 944,480,076 324,094,030 38,074,999 23.72 Ratchayothin Avenue Company Limited 351,061,686 178,206,004 29,106,661 5,352,046 50.00 Indirect shareholding via SF 11.86 Major Cineplex Lifestyle Leasehold Property Fund 1,352,231,079 37,910,281 152,733,656 126,384,240 33.00 Thaiticketmajor Company Limited 102,368,385 76,384,276 100,845,796 21,741,554 40.00

Year ended 31 December 2012 Associates Siam Future Development Public Company Limited 1,464,330,270 823,707,872 301,242,584 8,775,319 20.49 Ratchayothin Avenue Company Limited 353,483,538 183,669,738 27,669,724 3,710,040 50.00 Indirect shareholding via SF 10.25 Major Cineplex Lifestyle Leasehold Property Fund 1,347,087,413 39,504,367 160,145,398 132,242,348 33.00 Thaiticketmajor Company Limited 70,235,897 45,555,900 82,468,560 20,184,837 40.00

Ratchayothin Avenue Company Limited is controlled by Siam Future Development Public Company Limited.

39 13 year the For FinancialNotes toStatements the Consolidated Company and Major Cineplex GroupPublic Limited Company a Investments in subsidiaries and associates and interests in joint ventures, net )

Closing bookamount ofresultShare Dividendincome Disposal under control of a subsidiary Additional investment in joint ve Additional investment balance after adjustment Opening accounting policy ch from Effect Opening bookamount The aforesaidThe statements, income respectively. company and 221.48 Baht to for the consideration ventures joint in Interest 23.72%. During the year Addition of investment in Siam Future Development Public Limited Company (“SF”) During the inassociate ofinvestment Disposal Baht totalling shares million Investment associates in Investment (Cont’d) investments in su in of investments Movements

ended 31 December 2013 December 31 ended

year ange in change

million, and Baht Baht and million, ended 2013, 31December disposed the Company investment in of SF 30.52

ended 2013, 31December the Co

s of Baht s of Baht

estment resulted in in resulted of investment

(Cont’d)

associate 526.84 nture

2 313.02 bsidiaries associatesinterests and in jointasfollows: are venture 238.00

million. million and recognised gain

(15,747,986 (28,229,350 255,757,329 235,204,047 238,163,523 million, which included in “Other income” in the consolidated (2,396,232 (2,959,476) 28,229,350 38,

697,

Consolidated 2013 500 addition mpany made additional investment in SF of ) ) ) ) ) )

235,204,047 113,673,300 110,151,257 113,228,869 of of (3,077,612) 11,379,490

shareholding percentage from

2012 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. on - - - -

disposal (17,999,960)

237,490,575 216,793,035 216,793,035 (Cont’d) 38,697,500

of investment 2013 Company - - - - -

million shares shares million 216,793,035 113,673,300 103,119,735 103,119,735 Baht Unit:

amounting % to to 20.49% 102.97 2012 40 ------

99 FINANCIALS 100 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 13 13 year the For FinancialNotes toStatements the Consolidated Company and Major Cineplex GroupPublic Limited Company a Investments in subsidiaries and associates and interests in joint ventures, net )

There are no contingent are no liabilitiesThere relati Proportionate interest in joint venture commitments Expenses Revenue assetsNet liabilities Total liabilities Current - Non Total assets Cur - Non expenses shareofresults ofits Group’s jointThe its ventures and shareofthe assets erestInt in joint ventures (Cont’d) of investmentsMovements in subsidiaries and associates and interests in joint venture are as follows: Addition ventures joint in Interest During the year additional investme additional 2011, the 11November BoardofOn Directors Meeting No.4/2554, the directors approved for the Bluo EntertainmentPVR Co., Ltd. bluO”) (“PVR consolid recognised as “Changes in parent’s ownership interest in subsidiaries between the consideration paid and amount of non recognised as “Other income” in the income company s with 9.54 millionMKB ordinary shares the Gainfrom share of MPIC. of swap Baht 7.00 million was (“MKB”) Limited Broadcasting Kantana Major Company injoint venture ofinvestment Disposal equivalents to Baht 38.70 O equivalents to Baht 25.20 million, the remaining will be paid in the year 2013. 25 November 2011,25 November paid the for Company a share subscriber bluoin PVR

ended 31 December 2013 December 31 ended n 15 May 2013, paid then 15May for Company a share subscriber bluo in PVR rent assets current liabilities current current assets ated follows: as are investment of shareholders’ equity

ended 2013, 31December exchanged the 1.80 Company million ordinary shares of

nt of Rupee

ventures joint in million

(Cont’d)

. . 276.00 to retain the percentage of shareholding at 49%

ng to the Group’s interest in the joint venture

million million to retain the percentage of shareholding at On 49%.

- controlling interests of Baht 7.02 million was was million 7.02 Baht of interests controlling tatements. discount, is The which adifference

”

under Shareholder’s equity

207, 206,258,459 228,837,557 161,019,528 130,254,828 389,857,085 109,390,462 280,466,623 (Cont’d) 30,764,700

120,383 of 67.30 Rupee million, of 40.00 Rupee million, , Consolidated . . liabilities liabilities 3 2013 Nil s. s.

133,002,997 143,120,183 212,245,730 1 330,063,966 248,215,462 revenue and Baht Unit: 17,818,236 63,955,830 53,862,406 81,848,504

in the the in 2 2012 Nil 41

13 13 year the For FinancialNotes toStatements the Consolidated Company and Major Cineplex GroupPublic Limited Company b Investments in subsidiaries and associates and interests in joint venture )

follows: The details of investments in subsidiaries and associates in and subsidiaries details ofinvestments The (“TLO”) Ltd. Co., One Talent Ltd. Co., Thirtynine M Ltd. Co., M.V.D. Ltd. Co., Picture M Co., Forum TV Ltd. Subsidiaries under MPIC Ltd. Co., Star Five EGV Ltd. Co., Exhibition EGV Ltd. Co., Villag Golden Entertain Subsidiaries under EGV Ltd. Co., Management Projector Digital Major Holding International Co., Ltd.* (“TLO”) Ltd. Co., One Talent (“MPIC”) Limited Company Public Entertainment Picture M Limit Company Public Entertainment EGV Ltd. Co., Cineplex Siam FiveUdorn Star Cineplex Co., Ltd. ImaxBangkok Theater Co., Ltd. Major Cinead Co., Ltd. Major GroupCo., Bowl Ltd. Ratchayothin Realty Co., Ltd. Ratchayothin CinemaCo., Ltd. Ratchayothin Co., Management Ltd. Chiangmai Cineplex Co Major Cineplex Services Co., Ltd. Major Cineplex Property Co., Ltd. S ended 31 December 2013 December 31 ended u b s i d i a

r i e s

ed ed

e Exhibition ., Ltd.

sales packetbooks of entertainment and of all for forms Film production, services a VCD/DVD, Blu of Distribution management system Projector rental and Holding business ofentertainment services forall forms Film production and rights film and distribution of Publishing, advertising Film production film of Distribution media Television advertising services Cinema rent for area advertising services, services, Cinema advertising services services, Cinema servicesCinema servicesCinema servicesCinema se Cinema services advisory Advertising and entertainment services Bowling, Karaoke and Building space for rent servicesCinema Utilities services servicesCinema Utilities services Building space for rent business broadcast production and TV services, V rights forcinema nd rights film Nature of Nature business services, rvices CD/DVD

-

ray

relationship shareholding shareholding shareholding shareholding shareholdin shareholding shareholding shareholding and interests in joint venture Shareholder Shareholder Sh Shareholder Shareholder Shareholder Shareholder Shareholder Shareholder Shareholder Shar Shareholder Shareholder Shareholder Shareholder Shareholder Nature of Nature areholder ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Indirect Indirect Indirect Indirect Indirect Indirect Indirect Indirect eholder s , net

g g

(Cont’d) % % 2013 Ownership Interest Ownership 82. 91.37 91.37 91.37 91.37 99.96 99.96 99.96 99.99 99.96 91.37 99.98 99.99 99.99 99.93 99.93 99.99 99.99 99.99 99.99 99.99 99.99 99.99 23 - -

s s 2012 are as are

67.86 67.86 67.86 67.86 99.96 99.96 99.96 80.00 67.86 99.98 99.99 99.99 99.93 99.93 99.99 99.99 99.99 99.99 99.99 99.99 99.99

42 - - - -

101 FINANCIALS 102 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 13 year the For FinancialNotes toStatements the Consolidated Company and Major Cineplex GroupPublic Limited Company

b Investments in subsidiaries and associates and interests in joint venture )

follows: The details of investments in subsidiaries and associates and interests in joint associatesand venture in and subsidiaries details ofinvestments The incorporate subsidiaries, All Compa Broadcasting Kantana Major Joint venture under MPIC Limited Company (“MKB”) Broadcasting Kantana Major Co., Arena K (“PVR blu- blu PVR ventures Joint Ltd. Co., Thaiticketmajor Leasehold Property Fund Lifestyle Cineplex Major Ratchayothin Co., Avenue Ltd. Limited Company (“SF”) FutureSiam Development Public Associates Pacific M Subsidiary under MVD S

* New company established company * New in this period. ended 31 December 2013 December 31 ended u b s i d (“MKB”) Limited ny i - a Limited Entertainment O edia Sale Co., Ltd. Co., Sale edia (Cont’d) r

d i e Ltd. O”) in India s

associates . All holdings are investme are holdings . All

and joint venture s

Sattellite broadcasting broadcasting Sattellite services Karaoke entertainment Bowling, Karaoke and tickets Agent for selling of services utilities and space of Rental services utilities and space Rental of building VCD and DVD CD, of Distribution rights film and distribution of broadcasting Sattellite rights film and distribution of and utilities services utilities and Rental

nts in ordinary shares and investment unit in the Property Fund. Nature of Nature of building business

are incorporated in Thailand

building

relationship shareholding shareholding Shareholder Shareholder Shareholder Shareholder Shareholder Shareholder Shareholder Shareholder Nature of Nature Indirect Indirect

via SF via s, net

(Cont’d)

except % Ownership Interest Ownership % 2013

PVR bluO PVR 41.11 50.00 49.00 40.00 33.00 11.86 50.00 23.72 90.82 - -

s s 2012 which is are as are

44.99 50.00 49.00 40.00 33.00 10.25 50.00 20.49 67.46 43 - -

Major Cineplex Group Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2013

14 Property, plant and equipment, net

Unit: Baht Consolidated Building Cinema and Tool, and building cinema Utility equipment Office Construction Land improvement Improvement system and fixture equipment Vehicle in progress Total

At 1 January 2012 Cost 208,316,998 1,414,363,876 3,265,393,123 1,049,659,221 3,912,109,628 305,922,849 16,112,643 51,176,153 10,223,054,491 Less Accumulated depreciation - (355,308,318) (1,506,008,513) (474,330,533) (2,438,774,929) (253,567,156) (7,869,695) - (5,035,859,144) Allowance for impairment - - - (1,148,681) (4,875,603) (375,685) - - (6,399,969)

Net book value 208,316,998 1,059,055,558 1,759,384,610 574,180,007 1,468,459,096 51,980,008 8,242,948 51,176,153 5,180,795,378

For the year ended 31 December 2012 Opening net book value 208,316,998 1,059,055,558 1,759,384,610 574,180,007 1,468,459,096 51,980,008 8,242,948 51,176,153 5,180,795,378 Additions - 3,843,449 100,260,183 58,284,311 314,110,638 21,192,114 4,136,153 271,054,563 772,881,411 Transfer - 8,537,752 102,765,163 16,653,552 78,523,364 10,295,451 - (216,775,282) - Reclassification - 223,592,872 (212,128,647) - (11,464,225) - - - - Disposals, net - (3,298) (364,209) (2,362,578) (12,904,708) (817,070) - - (16,451,863) Write-off, net - (1,763,163) (2,420,510) (8,457,150) (34,869,677) (10,408) - - (47,520,908) Depreciation charge - (85,523,535) (151,962,887) (60,820,828) (221,130,847) (31,657,891) (3,513,958) - (554,609,946) Impairment charge - - - (495,770) (2,178,439) (294,029) - - (2,968,238)

Closing net book value 208,316,998 1,207,739,635 1,595,533,703 576,981,544 1,578,545,202 50,688,175 8,865,143 105,455,434 5,332,125,834

At 31 December 2012 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Cost 208,316,998 1,810,314,486 3,054,524,305 1,103,862,201 4,037,033,307 287,732,842 20,248,796 105,455,434 10,627,488,369 Less Accumulated depreciation - (602,574,851) (1,458,990,602) (525,236,206) (2,451,434,064) (236,374,953) (11,383,653) - (5,285,994,329) Allowance for impairment - - - (1,644,451) (7,054,041) (669,714) - - (9,368,206)

Net book value 208,316,998 1,207,739,635 1,595,533,703 576,981,544 1,578,545,202 50,688,175 8,865,143 105,455,434 5,332,125,834

44

103 FINANCIALS 104 FINANCIALS

Major Cineplex Group Public Company Limited ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2013

14 Property, plant and equipment, net (Cont’d)

Unit: Baht Consolidated Building Cinema and Tool, and building cinema Utility Equipment Office Construction Land improvement improvement system and fixture equipment Vehicle in progress Total

For the year ended 31 December 2013 Opening net book value 208,316,998 1,207,739,635 1,595,533,703 576,981,544 1,578,545,202 50,688,175 8,865,143 105,455,434 5,332,125,834 Additions - 21,444,531 144,751,364 100,247,154 849,650,086 27,156,877 1,697,603 923,452,470 2,068,400,085 Transfer - 989,891 194,667,602 62,554,064 497,073,975 89,490,200 - (844,775,732) - Reclassification - 170,000 (170,000) (12,789) 12,789 - - - - Disposals, net - - (310,243) (8,544,815) (24,191,423) (40,623) (1,358,466) - (34,445,570) Write-off, net - - - (601,094) (3,070,993) (32,992) (1) - (3,705,080) Depreciation charge - (89,367,338) (146,561,384) (64,200,455) (285,590,481) (45,068,538) (2,802,103) - (633,590,299) Reversal of impairment - - - 262,317 1,770,504 - - - 2,032,821 Impairment charge - - (3,500,000) (1,000,000) (30,000,000) - - - (34,500,000)

Closing net book value 208,316,998 1,140,976,719 1,784,411,042 665,685,926 2,584,199,659 122,193,099 6,402,176 184,132,172 6,696,317,791

At 31 December 2013 Cost 208,316,998 1,832,918,909 3,386,889,108 1,251,366,000 5,279,925,986 331,095,990 18,787,587 184,132,172 12,493,432,750 Less Accumulated depreciation - (691,942,190) (1,598,978,066) (583,297,939) (2,660,442,791) (208,233,177) (12,385,411) - (5,755,279,574) Allowance for impairment - - (3,500,000) (2,382,135) (35,283,536) (669,714) - - (41,835,385)

Net book value 208,316,998 1,140,976,719 1,784,411,042 665,685,926 2,584,199,659 122,193,099 6,402,176 184,132,172 6,696,317,791

45

Major Cineplex Group Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2013

14 Property, plant and equipment, net (Cont’d)

Unit: Baht Company Buildings, cinema and Tool, cinema Utility equipment Office Construction Land Improvement system and fixture equipment Vehicle in progress Total

At 1 January 2012 Cost 173,406,998 1,913,062,573 353,771,647 1,469,436,699 170,221,532 7,444,586 31,140,844 4,118,484,879 Less Accumulated depreciation - (740,189,727) (92,031,778) (877,760,137) (135,045,469) (4,816,874) - (1,849,843,985)

Net book value 173,406,998 1,172,872,846 261,739,869 591,676,562 35,176,063 2,627,712 31,140,844 2,268,640,894

For the year ended 31 December 2012 Opening net book value 173,406,998 1,172,872,846 261,739,869 591,676,562 35,176,063 2,627,712 31,140,844 2,268,640,894 Additions - 89,408,658 14,944,220 133,889,829 13,864,606 1,557,300 173,587,554 427,252,167 Transfer - 95,865,713 11,465,599 50,196,620 3,791,873 - (161,319,805) - Disposals, net - (359,709) - (4,525) (145) - - (364,379) Write-off, net - (14,754) - - - - - (14,754) Depreciation charge - (118,211,028) (25,083,591) (96,843,764) (21,191,230) (1,335,460) - (262,665,073)

Closing net book value 173,406,998 1,239,561,726 263,066,097 678,914,722 31,641,167 2,849,552 43,408,593 2,432,848,855

At 31 December 2012 Cost 173,406,998 2,084,728,464 377,971,505 1,616,393,062 180,068,344 9,001,886 43,408,593 4,484,978,852 Less Accumulated depreciation - (845,166,738) (114,905,408) (937,478,340) (148,427,177) (6,152,334) - (2,052,129,997)

ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Net book value 173,406,998 1,239,561,726 263,066,097 678,914,722 31,641,167 2,849,552 43,408,593 2,432,848,855

46

105 FINANCIALS 106 FINANCIALS

Major Cineplex Group Public Company Limited ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2013

14 Property, plant and equipment, net (Cont’d)

Unit: Baht Company Building, cinema and Tool, cinema Utility Equipment Office Construction Land improvements system and fixture equipment Vehicle in progress Total

For the year ended 31 December 2013 Opening net book value 173,406,998 1,239,561,726 263,066,097 678,914,722 31,641,167 2,849,552 43,408,593 2,432,848,855 Additions - 133,534,389 71,445,831 231,624,102 21,804,278 1,697,603 794,954,722 1,255,060,925 Transfer - 168,360,984 44,900,848 408,283,737 73,562,914 - (695,108,483) - Disposals, net - (252,174) (555,081) (1,389,380) (211) - - (2,196,846) Write-off, net - - - (703,064) (30,438) (1) - (733,503) Depreciation charge - (114,776,884) (28,814,232) (113,057,396) (32,388,325) (899,240) - (289,936,077) Impairment charge - (3,500,000) (1,000,000) (30,000,000) - - - (34,500,000)

Closing net book value 173,406,998 1,422,928,041 349,043,463 1,173,672,721 94,589,385 3,647,914 143,254,832 3,360,543,354

At 31 December 2013 Cost 173,406,998 2,380,057,344 493,740,669 2,159,417,653 203,304,166 10,639,676 143,254,832 5,563,821,338 Less Accumulated depreciation - (953,629,303) (143,697,206) (955,744,932) (108,714,781) (6,991,762) - (2,168,777,984) Allowance for impairment - (3,500,000) (1,000,000) (30,000,000) - - - (34,500,000)

Net book value 173,406,998 1,422,928,041 349,043,463 1,173,672,721 94,589,385 3,647,914 143,254,832 3,360,543,354

47

14 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company 15 agreements amounting to Baht lease space, motor Leased assets included above, wherethe and the Group Company During 2013 rental contract. (2012: Baht 38.12 million) As at 31 December 2013, the costs at December 31 As of fully depreciated propert Property, plant and equipment, net (Cont’d) Baht amounting to Baht Goodwill As million) Net bookamount Less Cost Net book Less Cost December 31 At Closing net bookvalue Impairment Opening net bookvalue 31 ended years the For Net book Less Cost 1January At

o the Consolidated Financial and Company Statements

at 2013, 31December the has Group pledged land Accumulated depreciation Accumulated for impairment Allowance for impairment Allowance

- - capitalised

in the consolidated and the , net value value

, a

dditions in the consolidated financial statements included assets acquired under finance lease

finance leases vehicles and 1,762.67

December to to : Baht 1,780.07 (2012:Baht million b e used 422.40 equipment

c

ompany financial statements,ompany respectively pledged aspledged collateral for million ( million s: s:

: Baht 2012: Baht (169,503,884) 440,664,052 610,167,936 and

Consolidated buildings 3 2013 million 2.03

debts orperformance under the

million). ),

ies with the net bookvalue of Baht 37.57 (6,169,094) and 21,683,593 27,852,687 are lessees financeunder lease, comprise

and equipment Baht Baht

2 2012 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 925.

. .

57 (55,047,537) (55,047,537) 287,065,399 342,112,936 287,065,399 287,065,399 287,065,399 342,112,936 (4,741,581) 17,165,116 21,906,697 : Baht 921.34 (2012:Baht million s s

that are still in use are are still use in are that Consolidated 3 2013 3 2013 Company

land and building - -

( ( 287,065,399 342,112,936 287,065,399 342,112,936 342,112,936 342,112,936 5 5 (3,566,517) Unit: B Unit: Baht Unit: 18,340,180 21,906,697 5 5 ,047,537) ,047,537)

million million 2 2012 2 2012 aht 48

- -

107 FINANCIALS 108 FINANCIALS Major Cineplex Group Public Company Limited

ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2013

15 Goodwill, net (Cont’d)

Goodwill is allocated to the Group’s cash-generating units (CGUs) identified according to business segment. A segment-level summary of the goodwill allocation is presented below.

Unit : Baht Consolidated Bowing and Rental and Cinema Advertising Karaoke services Movie content business business business business business Total

Goodwill allocation

For the year ended 31 December 2013 Cost 25,207,060 - 1,327,239 52,746,610 262,832,027 342,112,936 Less Allowance for impairment (5,047,537) - - - (50,000,000) (55,047,537)

Net book value 20,159,523 - 1,327,239 52,746,610 212,832,027 287,065,399

For the year ended 31 December 2012 Cost 25,207,060 - 1,327,239 52,746,610 262,832,027 342,112,936 Less Allowance for impairment (5,047,537) - - - (50,000,000) (55,047,537)

Net book value 20,159,523 - 1,327,239 52,746,610 212,832,027 287,065,399

49 16 2013 December 31 ended year the For 15 t Notes Major Cineplex GroupPublic Limited Company

Discount rate Discount rate Growth margin Gross Net book Less Cost 2012 December 31 At Closing net bookvalue Impairment charge Amortisation Write Additions Opening net bookvalue 31 ended year the For Net book Less Cost At include: assessment in the used recoverable amount assumptions Key financial and business plan bymanagement. Intangible assets, net reports. Thediscount rates used are pre development. weighted The average growth rates used are consistent with the forecasts included in industry determinedManagement budgeted gross margin based onpast performance and its expectations of market withinthe businesssegment. for the used analysis been CGU have ofeach assumptions These 3 3 2 1 recoverable amount assessment is based ona ten certified independent an engaged has financialGroup advisor to assessthe recoverable The amount. (cash- For the purposes of assessing impairment, assets Goodwill, net o the Consolidated Financial and Company Statements Pre Weighted average growth rate used to extrapolate cash flows beyond the budget period. Budgeted gross margin. 1 January

for impairment Allowance amortisation Accumulated for impairment Allowance amortisation Accumulated - - generating unit). For goodwill of tax discount rate applied to the cash flow projections. off value value 2

3 1

2012 (Cont’d)

December

2012 - m tax and reflect specific risks relating to the the to relating risks specific reflect and tax ovie content segment (2,868,313,312) (2,385,411,902) 3,250,954,667 2,832,964,628 (482,901,412)

(68,776,631) (12,455,784) (56,320,846) 313,864,724 313,864,724 420,686,803 3 391,231,880 Film rights Film (2,696,763) busi 91,231,880 Cinema Cinema - are grouped atare grouped the lowest level identifiable ofeach cashflows year pre year 1 2.9 15% ness 3% % %

- tax cash flow projection byreferring to an approved

and Karaoke and Consolidated (27,690,005) (10,887,084) (16,915,425) which is significantwhich to financials statement (1,316,009) (1,316,009) 53,042,565 82,048,579 53,042,565 31,959,077 33,528,077 33,528,077 50,443,502

Computer business Bowling Bowling (241,496) program 1

2.9 3% 9% % %

ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

- -

(2,896,003,317) (2,402,327,327) 3,333,003,246 2,883,408,130 (493,788,496) (70,092,640) (13,771,793) (56,320,846) Rental and 366,907,289 366,907,289 452,645,880 424,759,957 424,759,957 (2,938,259) 5% 5% relevant segments. business services % 13.4% - - Total 10% 6%

Movie content Movie (22,372,275) (10,087,860) (12,284,415) 20% 20% Baht Unit: 49,475,279 71,847,554 49,475,279 29,500,709 30,062,430 30,062,430 42,346,845 Computer Company program business 10. - - % 50% he , the 1% 1% 3%

50 - - - - -

109 FINANCIALS 110 FINANCIALS 17 16 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. December 31 At charged Tax Credited January 1 At tax, Deferred more than 12 months tax liabilityDeferred tosettled be after within 12months tax liabilitiesDeferred tosettled be t Deferred Total more than 12 months tax assetDeferred toafter recovered be within 12months tax assetDeferred to recovered be taxassets: Deferred Net book Less Cost 2013 December 31 At Closing net bookvalue Impairment charge Amortisation Additions Opening net bookvalue 31 ended year the For

tax accountis the as and deferred income movement gross The s of deferred tax a analysis of deferred The tax income Deferred Intangible assets, net o the Consolidated Financial and Company Statements

for impairment Allowance amortisation Accumulated

loss or profit to value ax liabilities: ax

directly to equity to directly

net

assets and liabilities and assets

(Cont’d)

December

ssets and deferred tax liabilities tax deferred and ssets

2013

(3,248,841,559)

3,645,013,138 (380,528,247)

(82,652,174) (13,875,543) 313,519,405 313,519,405 394,058,471 313,864,724 Film ri Film (333,457,371) (251,526,490) (333,457,371) ( (465,413,250) 479,837,132) (89,633,111) (14,423,882) 146,379,761 1 39,498,108 7,702,230 6,881,653

ghts

Consolidated Consolidated 2013 2013

are Consolidated

follows: (44,548,603) (16,858,598) 100,942,239 (251,526,490) (228,493,76 (251,526,490) ( (289,939,398)

(1,316,009) 55,077,627 55,077,627 18,893,660 53,042,565 311,642,567) follows: as Computer (3 (21,703,169) program 15,778,149 60,116,077 52,404,994 8,810,872) 7,711,083

2012 2012 - -

7) 7) (3,293,390,162)

3,745,955,377 (397,386,845) ( (121,148,012) (83,968,183) (13,875,543) 368,597,032 368,597,032 412,952,131 366,907,289 122,070,684) (91,600,342) (89,633,111) (12,655,147) (91,600,342) 10,687,916 30,470,342 29,828,484 (922,672)

641,858

Total 2013 2013 Company Company

(38,446,826) (16,074,551) (12,655,147) (38,810,872) (12,655,147) (29,635,085) (29,310,133) Baht Unit: Baht Unit: Baht Unit: 50,444,706 88,891,532 50,444,706 17,043,978 49,475,279 19,728,004 16,979,938 16,503,497 Computer Company 6,427,721 (324,952) program

476,441

2012 2012

51 - - -

17 e the year For Notes t Major CineplexGroup Public Company Limited Deferred income taxes Deferred tax Total Prepaid rental and services income Depreciation Financelease receivables Amortisation Investment inassociates and Available Deferred taxliabilities Total Construction grants loyaltycustomers program Provision for Employee benefit Finance lease liabilities Prepaid rents assetsFixed under Impairm Depreciation Impairmentof investment loss Deferred tax assets movementThe indeferredtax assets and liabilities duringthe yearisas follows: o the Consolidated and Company Financial Statements joint ventures finance lease contracts

nded 31 December 2013 ent loss of assetsent loss - for

- , n s ale investment

et

(Cont’d)

(251,526,490) (311,642,567) (233,941,979) At 1 January 1 At (32,119,473) (23,498,737) (12,883,099) (2,558,691) (6,640,588) 60,116,077 40,008,723

6,066,380 3,374,000 2,9 4,435,811 2,295,344 422,340 600,000 13,479 2013 -

profit orloss (credited) to (78,561,454) (91,464,312) (1,521,024) (5,663,879) 12,576,008 86,263,684 78,945,082 7,702,230 1,845,609 6,920,000 6,900,000 (514,000) (679,206) Charged (24,568) 380,255

Conso 2,265 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. - -

lidated

(89 (89,633,111) (89,633,111) directly to ,633,111) Charged

equity ------

At 31 December 31 At (333,457,371) (479,837,132) (221,365,971) (123,583,785) (102,516,210) (25,019,761) 146,379,761 (2,556,4 (4,794,979) Unit: Baht 12,986,380 83,380,893 34,344,844

2,860,000 3,293,734 6,900,000 1,616,138 397,772 600,000 2013 26) 52

111 FINANCIALS BUSINESSES 113

54 2013 600,000 640,919 (922,672) 2,352,291 2,860,000 6,900,000 4,130,752

12,986,380 30,470,342 Unit: Baht Unit: (18,631,802) (91,600,342) (102,516,210) (122,070,684) At 31 December

------

quity E

Charged

directly to directly (89,633,111) (89,633,111) (89,633,111)

- - ompany ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. C 46,320

265,943 Charged (127,858) (514,000) (515,350) 6,900,000 6,920,000 13,490,405 10,687,916 (2,287,139) (2,802,489) (credited) to (credited) profit or loss or profit

- 2013 600,000 768,777 (407,322) 4,084,432 2,086,348 3,374,000 6,066,380

16,979,937 (12,883,099) (16,344,663) (29,635,084) (12,655,147) At 1 January

(Cont’d)

eferred tax assets and liabilities during the year is as follows: (Cont’d) follows: year is as the during liabilities and assets tax eferred

s of investment s of investment sale investment sale -

r customers loyalty program loyalty customers r for - nded 31 December 2013 2013 December 31 nded

o the Consolidated and Company Financial Statements Statements Financial Company and Consolidated the o

in d The movement assets tax Deferred los Impairment Depreciation of assets for impairment Provision liabilities lease Finance benefit Employee fo Provision grants Construction Total liabilities tax Deferred Available Amortisation Depreciation Total net tax, Deferred taxes income Deferred Major Cineplex Group Public Company Limited Limited Company Public Group Cineplex Major t Notes For year the e 17

- 2 53 201 ember 600,000 422,340 2,295,344 4,435,811 2,913,479 3,374,000 6,066,380

40,008,723 60,116,077 Unit: Baht Unit: (6,640,588) (2,558,691) (32,119,473) (12,883,099) (23,498,737) (233,941,979) (311,642,567) (251,526,490) At At 31 Dec

------

equity

Charged directly to directly (Cont’d) (12,704,311) (38,810,872) (26,106,561) (26,106,561) (12,704,311)

- - 5 8 49 Consolidated 44,473

600,000 359,054 (88,223) (14,093) Charged (329,000) (641,176) 1,842,773 6,066,380 6,195,24 13,665,147 16,419,32 15,778,1 (5,195,620) (1,177,833) (6,190,157) (credited) to (credited) profit or loss or profit

) ) - - ) 2 1 7 5 000 201 436,433 (178,788) 3,473,177 4,391,338 2,554,425 3,703,

26,106,561 46,198,880 86,863,814 (8,483,361) (2,470,468) (26,923,853) (29,693,98 At 1 January (247,607,126) (315,357,58 (228,493,76

(Cont’d)

ates and ates

investment

services income services

of et

sale investment sale sale investment sale , n - -

loss for for - - rental and nded 31 December 2013 2013 December 31 nded

joint ventures joint finance lease contracts lease finance mpairment mpairment o the Consolidated and Company Financial Statements Statements Financial Company and Consolidated the o

follows: is as year the during liabilities and assets tax in deferred The movement Prepaid Prepaid Total tax Deferred Deferred tax liabilities tax Deferred Available in associ Investment Amortisation receivables lease Finance Depreciation Employee benefit Employee program loyalty customers for Provision grants Construction Total Available I Depreciation under Fixed assets rents Prepaid liabilities lease Finance assets tax Deferred

taxes income Deferred

17 Major Cineplex Group Public Company Limited Limited Company Public Group Cineplex Major t Notes For year the e

ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. FINANCIALS 112 FINANCIALS

56 2012 2012 2012 banks. banks.

9,472,507 Unit: Baht 11,904,403 Unit:Baht Unit: Baht : Baht 24.00 168,875,879 178,348,386 106,207,283 118,111,686 443,585,649 114,534,989 128,694,051 120,693,630 137,610,522 945,118,841 customers as

Company Company Company 2013 2013 2013

million2 (201

9,472,507 99,652,944 116,373,421 114,612,640 230,986,061 481,790,127 326,997,300 130,725,100 179,350,506 159,403,371 168,875,878 1,218,515,977 22.80

ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 115 Baht 2012 2012

2012

12,548,288 35,392,103 34,653,397 137,624,983 150,173,271 642,280,408 275,803,012 334,915,638 239,051,434 520,938,169 555,591,566 1,527,442,595

21). 2013 2013 Consolidated 2013 Consolidated Consolidated

72,947,147 227,671,185 116,008,751 343,679,936 620,359,485 473,006,746 255,721,999 314,346,777 34,153,853 487,283,860 521,437,713 1,736,382,154

easehold rights with the net book value of book value net the with rights easehold l ,

current assets, net current assets, -

term portion rents prepaid l and service incomes received in advance included cash advanced from customers amounting to to amounting customers from advanced cash included advance in received incomes service and l

at 31 Decemberat 2013 o the Consolidated and Company Financial Statements Statements Company and Financial Consolidated the o

Prepaid rents payables Trade and account other Other non Other million) are pledged as collateral for bank borrowings (Note (Note borrowings bank for collateral as pledged are million) the business, card electronic the to applicable the of Bank Thailand of Notification the with comply to order In the of on hands cards cash the of value outstanding the at maintained be to has deposit the of balance the minimum. As Renta at deposited being cards, cash of selling from received which million), 58.41 Baht (2012: million 49.74 Baht portion Current Long- Total Deposits Others Trade account payables Amounts (Note 36) parties due related to Other payables Accrued expenses Rental and incomes service advance in received payables other and account Trade

Major Cineplex Group Public Company Limited Public Group Cineplex Major Notest For theyear ended 31December 2013 18 20 19

- - - 2 2 55 201 201 600,000 768,777 (407,322)

4,084,432 2,086,348 3,374,000 6,066,380

Unit: Baht Unit: 16,979,937 Unit: Baht Unit: (12,655,147) (12,655,147) (29,635,084) (12,655,147) (12,883,099) (16,344,663)

At 31 December -

ompany

------C 2013

quity E

Charged

(91,600,342) (91,600,342) directly to directly (12,704,311) (38,810,872) (26,106,561) (26,106,561) (12,704,311)

2

- - - 201 ompany 03) C 253,259

36,456

600,000 248,029 324,952 (46,7 Charged (147,441) (329,000) (371,655) 6,427,721 6,066,380 6,474,424 (251,779,749) (251,526,490) (credited) to (credited)

profit or loss or profit

- - - 2 2013 Consolidated 201 316,412 916,218 (178,788) (732,274) 4,047,976 1,838,319 3,703,000

19,728,004 26,106,561 36,612,074 (333,773,783) (333,457,371) (16,884,070) (15,973,008) At 1 January

(Cont’d)

of investment

sale investment sale sale investment sale - - , net

, net for for ax assets - - nded 31 December 2013 2013 December 31 nded

finance lease contracts o the Consolidated and Company Financial Statements Statements Financial Company and Consolidated the o

The financial position of deferred tax assets and liabilities is as follows: is as follows: liabilities and tax assets deferred of position The financial (Cont’d) follows: is as year the during liabilities and assets tax in deferred The movement

Deferred t Deferred liabilities tax Deferred tax

Available Amortisation Depreciation Total Deferred tax Provision for customers loyalty program loyalty customers for Provision grants Construction Total liabilities tax Deferred Available loss Impairment Depreciation loss of assets Impairment under assets Fixed benefit Employee assets tax Deferred

taxes income Deferred

ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC.

17 Major Cineplex Group Public Company Limited Limited Company Public Group Cineplex Major t Notes For year the e

ORGANIZATION 114 116 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 21 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company F - F - Borrowings: Total borrowings and debentures borrowings Total non - - - long Non Total current portion of long- - - - Current portion of long- financial from loans Total bank overdrafts and short Short overdraftsBank Current are liabilities) The interestThe rate Borrowings Borrowings o the Consolidated Financial and Company Statements rates loating rates ixed s Debentures s Debentures borrowingsBank leaseFinance borrowingsBank leaseFinance - current portion of portion current - term loans from financial institutions financial from loans term - term borrowings

- current portion of long

as foll as s s liabilities liabilities exposure onthe borrowing

ows: institutions borrowings: term

borrowings term - term term

-

term term

4,279,305,674 4,078,510,000 4,794,636,331 1,800,000,000 2,238,928,172 2,178,510,000 s s 2,351,861,649 200,795,674 108,453,231 443,408,418 203,846,510 131,924,271 of the and(excluded Group the Company finance leases 71,922,239 60,418,172

Consolidated Consolidated 2013 3 2013

- -

2,826,582,846 2,704,800,000 2,851,954,561 1,000,000,000 1,169,696,005 121,782,846 145,660,467 880,790,505 800,000,000 801,468,051 764,800,000 24,035,538 79,454,328 36,668,051 1,336,177

2012 2 2012

3,445,703,160 3,445,000,000 3,467,105,458 1,800,000,000 1,545,703,160 1,545,000,000 1,881,137,363 60,000,000 21,137,363 40,264,935 40,000,000

703,160 264,935 703,160 2013 3 2013 Company Company - -

2,161,699,940 1,000,000,000 2,140,000,000 2,140,000,000 1,121,402,298 100,000,000 840,297,642 800,000,000 200,000,000 200,000,000 Baht Unit: 21,402,298 40,000,000 Baht Unit:

297,642 2 2012 2012 57 - - - -

21 2013 December 31 ended year the For Notes t Notes Major Cineplex GroupPublic Limited Company - - - - Total borrowings 2012 At 31December Total borrowings 2013 At 31December effectiveThe interest rates at the statementoffinancial position date rate changes and the contractual re exposureThe of the Group’s and the borrowings Company’s Borrowings Total borrowings 2012 At 31December Total borrowings 3 At o the Consolidated Financial and Company Statements Debentures borrowingsBank overdraftsBank 1 December 2013 1 December (Cont’d)

- pricing dates at the statement offinancial position dates are as fo

3.54 %- 2.86 %- 7.38 %-

1,020,000,000 1,020,000,000 1,565,000,000 1,565,000,000 1,584,800,000 1,584,800,000 2, 2, 4.60% 6.75% 8.00% 198,510,000 198,510,000 Consolidated 3 2013 6 months 6 months

or lessor or lessor

2.99% 3.08% 7.38%

6 (excluded finance leases liabilities)

- -

- - 20,000,000 20,000,000 20,000,000 20,000,000 - 20,000,000 20,000,000 20,000,000 20,000,000 12 months

4. 7. 7. are

2 2012 60% 00% 90%

months

Consolidated follows: as 6 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Company - -

12 3.54 %- 2.86 %- 7.38 %-

1,100,000,000 1,100,000,000 1,860,000,000 1,860,000,000 1,100,000,000 1,100,000,000 1,860,000,000 1,860,000,000 1 1 - - - -

4.60% 4.60% 8.00%

5 years 5 years 3 2013 Company

2.99% 3.08% 2,140,000,000 2,140,000,000 3,445,000,000 3,445,000,000 2,704,800,000 2,704,800,000 4,078,510,000 4,078,510,000 Baht Unit: Baht Unit: llows:

to interest interest to

- -

4. 4.62% Total Total 2 2012 6

0 % % 58 - -

117 FINANCIALS 118 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 21 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company

Debentures - Long Debentures - Long

Finance leaseFinance follows: as Present value offinance lease liabi leases Less Later thanyears 5 Later than 1year but not later than 5years laterNot thanyear 1 position date. carrying The amounts of short mentthe expects manage would be available to the Group and the fairThe values are based ondiscounted cash flows using a discount rate based uponthe borrowing rate which carryingThe amountsand fair values of certain long Borrowings o the Consolidated Financial and Company Statements F term bank borrowings term bank borrowings uture finance finance charges on

(Cont’d) liabilities - minimum leaseminimum payments

lities

-

term borrowings,

1,860,000,000 1,800,000,000 1,908,453,231 1,800,000, (89,487,057) 108,453,231 515,330,657 604,817,714 449,965,161

: are as follows: 60,000,000 62,052,420 92,800,133

Carrying amounts Carrying amounts - term borr term Consolidated 2013 2013 2013 0 00

and

lease obligations approximate their fair their approximate obligations lease owings 1,100,000,000 1,000,000,000 1,145,660,467 1,000,000,000 (36,612, 100,000,000 145,660,467 25,371, 61,983,992 48,072,405 10,611,218 3,300,369

C

(excluded finance leases liabilities) Consolidated ompany at the statementompany offinancial 2012 2012 2012 2 Company 7 77) 15

1,883,487,764 1,824,643,350 1,931,940,995 1,824,643,350 (32,894,731) 107,297,645 58,844,414 21,402,298 54,297,029 45,602,210 6,715,163 1,979,656

2013 2013 2013 Fair values Fair values Company

1,135,317,669 1,001,570,580 1,180,978,136 1,001,570,580 (34,592,095) 9 133,747,089 179,407,556 Baht Unit: Baht Unit: Baht Unit: 21,699,940 56,292,035 45,602,210

8,694,819 1,995,006 values.

2012 2012 2012

are

59

21 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company years 5 yearsand 2 Between years 2 yearand 1 Between Within 1year Maturity of bank borrowings Closing Repayments Additions Opening balance Thai Baht bearing interes Baht Thai - Long per annum). Short (excludefinance lease liabilities) borrowings in bank analysedasfollows: movements be can The Later thanyear 1 laterNot thanyear 1 liabilitiesLease are effectively asthe secured right to the leased asset revert to lessor in the event ofdefault. 7.00% The present value offinanceThe lease liabilities is Borrowings

o the Consolidated Financial and Company Statements - term bank borrowings bear interest at the rates ranging from from ranging rates the at interest bear borrowings bank term term loans from financial institutions represent bills of exchange and promissorydenominated in notes perare annum) and secured bythe pledge of building and leasehold rights (Note balance

(Cont’d)

t at the rates ranging from ranging rates t the at : : follows is as

as as (108,727,293) 225,114,795 515,330,657 443,408,418 240,377,502 108,453,231 131,924,271 240,377,502 123,990,000 follows: 71,922,239 20,000,000 88,453,231

Consolidated Consolidated % to 6 to 2.86% 2013 3 2013

(54,340,616) 187,655,411 225,114,795 145,660,467 225,114,795 25,371,715 24, % per annum (2012 per 6.75 annum to % 4.60% 71,339,388 74,321,079 79,454,328 91,800,000 .50 1,336,177

035, % per annum (2012 per annum % ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 2 2012 2012 538

(40,000,000) 10 100,000,000 140,000,000 60,000,000 20,000,000 40,000,000 40,000,000 21,402,298 21,137,363 0,000,000 264,935 2013 3 2013 Company C ompany : 14 - - 3.08% to3.08% 6.50%

and Note

(40,000,000) 140,000,000 100,000,000 140,000,000 180,000,000 Baht Unit: Baht Unit: 60,000,000 40,000,000 40,000,000 21,699,940 21,402,298 : 4.60% to4.60% 297,642 2012 2 2012 ). 18).

60 - -

119 FINANCIALS 120 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 21 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company 22 Others Provision for goods returned Provision for customers loyalty program outputUndue value added tax Closing amount ofRepayment debenture Issuance of debenture Opening amount As at 31 December at December 31 As facilities Borrowing and expansion of its business. used proceeds Company theThe from debentures to repay prospectus. the in stipulated ratio the at ratio equity to Interest is due for payment ever During Debentures Borrowings Company are Baht 2,295.70Company considerations of Baht 800.00 the debenture is 3 one Details ofthe debenturesare asfollows: The Company issued a straight, unsecured and unsubordinated Baht debentures at par value of Baht 1,00 repay bank borrowings. Other current liabilities review at various dates during years and Baht 4,375.00 million,

o the Consolidated Financial and Company Statements - time return the principal onmaturity date, unsecured, with a representative of the bondholders. Theterm of 3 years3 years5 years3 Term

2013

(Cont’d) , issued the Company unsubordinated debenture of Baht

years from theyears issuance from date. interest The rate is

2013 10 August 2012

15 May 2013 15 May 9 April 2010

Issue date Issue

, the available credit facilities from financial institutions of the Group and the the and Group the of institutions financial from facilities credit available , the

respectively) facilities. The expiring withinyearsarefacilities 3 annual subject to ht ht Ba and million,

million on on million y three-

which will mainly be used for cinema co for willcinema used be which mainly

month and

15 May

1,879.30 10 August 2017 109,413,805 Maturity date Maturity 15 May 2016 15 May 2013 17 May 27,508,433 30,152,640 14,300,000 37,452,732

2013 six

- month periods. Consolidated . The Company used. proceeds Company The from the debentures to 2013

million, respectively, ( respectively, million,

borrowings from financial institution

137,820,724 41,796,506 28,943,703 16,870,000 50,210,515 % per3.54 an %

Baht Million Baht has Company The Debentures 2012 800.00 nstruction

1,800,000,000 1,800,000,000 (800,000,000) Con 1,000 800,000,000 800 800 2012 num. The Company received Company num. The million. The debenture is debenture The million. solidated 38,715,401 11,703,423 14,300,000 12,711,978

:

and working capital. Baht Baht Fixed interestFixed rate 2013

Company (%) per annum per (%) to maintain the debt

- - 4,843.42 million, s 3.54 4.60 3.35 1,800,000,000 1,800,000,000 (800,000,000) , for operation 800,000,000 Baht Unit: 36,591,961 16,870,000 11, Baht Unit: Company 8,154,830 0 per

567,131 2012

unit. unit.

61 - -

24 23 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company C in advance received servicesRental and income Deposit Future salary increases rate Inflation rate Discount Total, included in staff costs Acturial losses Interest cost serviceCurrent cost December 31 At Acturial losses Interest cost Current January 1 At financial position of statement the in Liability Present value of unfunded obligation agreements in consolidated financial and company statements. (2012: Baht 38.40 million) are During 2013 principalThe actuarial used assumptions Baht charge, total the Of s statement in recognised the income amounts The in the movement The defined benefit obligation over the year is as follows: amountsThe recognised in Other non Other benefitEmployee obligations

o the Consolidated Financial and Company Statements onstruction

included in “administrative expenses

service cost received - current current

he Company received, the Company construction grants

grants

liabilities 4 .05 the statement of financial position are as follows: as are position financial of statement the . Suchamount is

million and Baht 5.57 million million 5.57 Baht and million

” ” are in consolidated financial and company statements,

follows: as

3.00% 3.00% recognised as a discount rental fee 470,322,788 183,612,817 221,778,071 are 64,931,900 22,919,045 18,869,662 22,919,045 22,919,045 4 2,733,023 2,733,023

, 049, 584,464 731,896 584,464 731,896 follows: as - 3.00% 4.10% 9.00% Consolidated Consolidated Consolidated Consolidated Consolidated 2013 2013 2013 2013 2013 383 from the le the from

(

2012: 3.00% 454,847,501 206,611,088 209,904,513 38,331,900 18,869,662 16,532,500 18,869,662 18,869,662 2,337,162 1,820,147 1,820,147

Baht Baht

517,015 517,015 - ssors amounting to Baht

% 3.00% 3.80% 9.00% ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 2012 2012 2012 2012 2012 2

.34 million .34

- - -

3.00% 3.00% 86,926,910 64,931,900 21,995,010 16,006,045 10,431,741 16,006,045 16,006,045

5,574,304 4,244,592 4,244,592

based onperiod of lease 391,845 937,867 391,845 937,867 -

3.00% 4.10% and Baht 1. 9.00% 2013 2013 2013 2013 2013 Company Company Company Company Company

respectively - -

3.00% 28.60 Baht Unit: Baht Unit: Baht Unit: Baht Unit: 60,438,414 38,331,900 22,106,514 10,431,741 10,431,741 10,431,741 24 million 24 1,240,145 9,191,596

344,554 895,591 344,554 895,591 - million

% 3.00% 3.80% 9.00% . . 2012 2012 2012 2012 2012 62 - - - - )

121 FINANCIALS 122 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 25 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company At 31 December 2013 December 31 At reductionShare 2012 December 31 At reductionShare - - Issuance of shares 2012 1January At under Shareholders’ equity. disposal of treasury shares amounting to Baht 288.42 million is recognised as “Share premium During 201 retained earnings as reserve. with section 66/1(2) of the Security and Exchange ActB.E. 2535which requires to the set Company aside allocated retained earnings as areserve for treasury to2 shares Baht amounting shares under the shareholders’ equity. The treasury shares are held for reissuance at a later date. The Company total amount paid to repurchase of the share During 2009, repurchased the Company 40.91 T - premium Share share premium of Baht 79,825,767. During 2012 2012 and 17April 2012, respectively. April 12 on registered increase the decreaseand ofsharecapital theCompany with MinistryofCommerce 8 registered share capital from Baht 895,8 At th At shares registered share capital from Baht At the Annual General Sharehold on24July 2013. Commerce registered from share capital At the Annual General Shareholders Meeting held on3April 2013, the shareholders approved the reduction of : 887,576,343(2012 shares shares). of Baht 1per share (2012: Baht 1per share). issued The and fully paid The total authorised number of ordinary shares is Share capital and premium on share capital expiration of warrants (ESOP of the for company 8,234,643 shares at a par of Baht 1per share o the Consolidated Financial and Company Statements , Reserve for exercise Reserve of warrants Exercised 690, e Annual General Shareholders Meeting dated Shareholders General Meeting e Annual 000 of for the 10, Company shares at a par value of Baht 1 warrant warrant , warrants (ESOP , warrants , sold the Company all treasury shares for the considerations of Baht 556.34 milli

- - reasury share reasury - ESOP

W3 W3

Baht 904,500,990 to Baht 896,266,347 byeliminating -W - 189, W3) have beenW3) excerised 5,679,124 op -

3). 3). ESOP ers Meeting dateders Meeting 010

The Company registered the decreaseofsharecapital with Company The 906, shares at a par of Baht - W4 000, 1 10,

per share to s was Baht 267.92 million which has been presented as treasury

990

000 million shares through the Stock Exchange of Thailand. The 896,266,347 (10,189,010) 896,266,347 904,500,990 906,000,000 Authorised (8,234,643) number of to Baht 904, Baht to 8,690,000 to Baht Baht to

3 3 shares April April April April reserve for exercise of warrants (ESOP

- - 2012, 895, shares

1 2012, per share. 500, 887,576,343 887,576,343 881,897,219 810, Number of Number

the shareholders approved the reduction of 5,679,124 (2012: the shareholders approved the increase of

990 tions totalling Baht 85,504,891 including 990 tota shares

l Issued and fully paid by issuing ordinary new shares of ling Baht 8,234,643 because of the 904,500,990 by - up ordinary shares is 887,576,343 - - - -

eliminating remaining unissued 887,576,343 887,576,343 881,897,219 67.92 million in accordance

Ordinary 5,679,124 remaining unissued remaining

shares shares) with apar value Baht - - - - -

treasury shares” the Ministry of of Ministry the 3,919,499,372 3,919,499,372 3,839,673,605 - on, up -W 79,825,767

premium gain from

4). 4).

Share s s share Baht

The The 63 - - - -

26 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company 26.1

26.2 Share o the Consolidated Financial and Company Statements - - ESOP - ESOP - ESOP - ESOP

The exercise ratioThe price and the years 5 issued from exceed date. The exercise ratioThe price and and their terms donot exceed 5years from the issu subsidiaries, which are in registered form and are non issued and Company offeredThe grants of warrants to ofand employeesits the (ESOP) Company toemployees offered and issued Warrants exercise pricesratiosThe and are ofwarrants asfollows: exercise pricesratioThe and ofwarrants are as follows: in registered form and are non subsidiary offered issuedgrantsThe and to ofwarrants i Warrants based payment - W1 W4 W1 W4

ssued and offered to employees of Warrants

10 April 2012 10 April 2012 Issued date Issued date on issued date on issued date - transferable. warrants The have nooffered price and their terms donot

Issued units Issued Issued units Issued

are detailed below are detailed belows: Million Million of the Company ( of the Company 8.69 4.42

a subsidiary (ESOP) ed date.ed

-

transferable. offered warrantsno price have The employees of (ESOP) the subsidiaries, which are Baht/unit Baht/unit

Exercise Exercise Exercise

15.440 0 1.590 price price : : ESOP)

ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

30 June 2014 30 June 2014 Exercise Ratio Exercise Ratio Exercise

Start Start unit/share unit/share Exercise period Exercise period Exercise 1.017 1.000

23 April 2017 Exercise priceExercise priceExercise 9 April 2017 End End Baht/unit Baht/unit

15.182 0 1.590

64

123 FINANCIALS 124 FINANCIALS e the year For Notes t Major CineplexGroup Public Company Limited 26 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. Share-based payment warrants respectively). respectively, exercisable at 31DecembertheAs Company2013, subsidiaryandits 8,570,000 haveand 1 Novemberexpired 2012. on15 been options remaining have 7,391,960 The warrants of w 2012, During At 31December 2013 Change in condition of warrants Forfeited At 1January 2013 At 31December 2012 Expired Exercised Granted At 1January 2012 follows: Movements in thenumber ofwarrants outstanding and their relatedweighted average exercise prices asare o the Consolidated and Company Financial Statements by theCompany the subsidiaryby by theCompany by theCompany the subsidiaryby by theCompany

nded 31 December 2013

- (ESOP arrants

ESOP ESOP ESOP ESOP ESOP ESOP

- No option was exercisable until 30 June 2014.

(2012: Warrants ------

W W3 W3 W4 W1 W1 4 W3) of 5,097,960 options have been exercised amount of Baht 85,504,891 (Note 2 (Note 85,504,891 Baht exercised amountof been have options of 5,097,960 W3)

the (Cont’d) Company Baht per shareBaht exercise price

andits subsidiar Average Consolidated 15.18 10.77 15.05 15.05 15.44 16.45 1.59 1.59

(2,436,750) (7,391,960) (5,097,960) 10,557,875 13, 13,114,625 12,489,920 y 4,424,625 8,690,000

(120,000) 114,625 have 8,690,000and 4,424,625 outstanding Option

Baht per shareBaht exercise price ,987,875

Avera 15.18 15.44 15.05 15.05 15.44 16.45 Company outstanding warrants, ge - -

(7,391,960) (5,097,960)

12,489,920 8,570,000 8,690,000 8,690,000 8,690,000 (120,000) Option 5 65 ). - -

27 28 2013 December 31 ended year the For 26 t Notes Major Cineplex GroupPublic Limited Company

Closing balanceClosing Dividend payment S non- Addition Opening balance % 10% than less isnot reserve the until (ifany) forward brought deficit accumulated after profit its net of 5% least theUnder Public Act B.E. Limited 2535, is Company the required Company to set aside as a legal reserve at reserve Legal equity. consolidated income and company statements with a corresponding credit to the consolidated and company at December 31 As price, respectively. Non period.the amount of Baht 12,250,

- MAJOR using the Black condition as stipulated in the condition of warrants, - ESOP Du consideration is based onremaining life of MAJOR Volatility is derived historical from stock fluctuationprice. and MPIC Historical of MAJOR period under Share

o the Consolidated Financial and Company Statements Risk Expected option life ( averageshare priceWeighted at the grant date Dividend Volatility Fair value ofwarrant Variable Condition of warrants Exercise ratio (Unit per share) Exercise price pershare) (Baht hare of profit from subsidiaries ring the Baht pershare) Baht - of the registered capital controlling interest - - controlling interest controlling free interest rate (%)

based payment W1). However, the Company made a dividendW1). However,made the Company payment higher than the dividend rate that met the

- ESOP of

yield yield (

year % investment in subsidiary bypurchasing share from )

-

W4 and MPIC W4 Scholes valuation model as follows:

( ended 2013, 31December there is nochange in the condition of warrants (ESOP

%

)

2013, the andrecognised Group the Company the value of warrants over the vesting ( ( year)

Baht per option -

Warrants Warrants

of. the Company - - ESOP

759 (Cont’d) W1 will rise when ther when rise will W1 )

and Baht 12,089,867, respectively, are recognised

The reserve The

- resulted to change the exercise price and assumptions - ESOP is

assumptions

32.01 non- e is high stock fluctuation and MPIC of MAJOR Original Original Original W4 and MPIC W4

3.39 2.22 4.41 3.90 distributable. - - 0 15.440 - - - - - 37.58 18.20 ESOP ESOP 1 :1 1 3.59 4.22 6.55 4.69

ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

- - a - W4 As adjusted adjusted As - ESOP s

A s 24.34 (27,286,330) ( u d 6) 63,508,816)

2) (3,649,732)

87,145,414 2.76 1.33 5.58 4. m j u 72 1 : 1.017 p s W1, givenW1, that value of - t 15.182 t

i e Consolidated - - - – 29. 21.30 o

3 2013 d 5.23 2.94 3.33 6.00 n

as an expense inas expense the an 67 s

- -

a ESOP ESOP s 37.15 s (10,870,674) (55,313,258) Original Original 156,876,010 u (3,546,664)

Baht Unit: 87,145,414 3.34 2.18 0.28 m - -

p W4 and W4 - - - - t - - - - W1 i 62.70 0 1.590 2 2012 o 1 :1 1 3.47 4.18 0.65 1.49 2.12

n

s 66

125 FINANCIALS 126 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 30 31 29 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company Other operating income Debentures leaseFinance Borrowings borrowingsBank expenses: Interest (included in “Cost of sales”) - Inventory Loss ongoods returns (reversal) Loss ondiminution in value of inventories Doubtful debts and bad debts (reversal) p - written from Loss St expenditure maintenance and Repairs (Notes 14and 16) Impairment of assets Impairment of goodwill (Note 15) Impairment of of Amortisation - F - Amor (Note 14) Depreciation Others Compensation income Property tax income Gain onexchange rate Interest income fee income Management Gains ondisposals of investments (Note 13) and equipment Gains ondisposals of property, plant Dividend income nature by Expenses Finance costs Finance o the Consolidated Financial and Company Statements aff costs aff , , lant Cost of inventories recognised as expense softwareComputer (Note 16) ilm rights (Note rights 16) ilm tisation of intangible assets assets intangible of tisation

equipment

from of

investment (Note 13)

property and equipment prepaid rents

subsidiaries

off of property, and intangible assets

and associateand s

149,013,467 (12,861,069) 380,528,247 633, 339,734,506 221,482,416 429,776,738 820,064,550 73,786,748 16,601,982 57,166,734 (1,208,937) (2,646,850) 21,928,943 12,935,954 24,425,915 12,804,745 46,567,793 78,099,404 46,342,721 34,153,853 16,858,598 3 1,458,003

1,296,070 2,434,125 3,705,080

590,2 939,520 Consolidated Consolidated Consolidated 3 2013 2013 2013 99

- -

133,087,371 (23,473,259) 5 693,374,686 482,901,412 554,609,946 432,695,044 213,671,224 77,973,831 53,130,009 00,403,367 32,951,984 13,818,766 50,459,167 60,418,305 16,740,031 55,047,537 34,390,586 10,887,084 51,208,347 67,828,723 25,124,574 19,011,178 43,876,614 1,983,531

3,093,939 6,100,475 2,779,970

2 2012 2012 2012 - - - -

121,822,387 280,478,916 475,636,731 289,936,077 509,788,146 231,444,476 136,954,303 73,786,747 23,888,522 22,449,754 45,461,481 34,500,000 16,074,551 14,660,200 12,935,954 66,694,384 44,036,616 1,697,364

9,472,508 3,062,213

(37,810) 733,503 3 2013 2013 2013 Company Company Company ------

262,665,073 628,473,270 255,606,643 162,309,542 246,943,842 372,550,412 102,839,750 Baht Unit: Baht Unit: Baht Unit: 16,767,532 57,961,638 82,384,322 42,367,554 31,076,737 10,087,860 77,973,832 17,316,040 3,175,701 1,028,477 6,871,861 1,069,133 3,000,000 9,472,507 1,692,789 5,857,089

14,754 2012 2012 2 2012 67 ------

2013 December 31 ended year the For 32 t Notes Major Cineplex GroupPublic Limited Company charge Tax Adjustment in respect of prior y - Re intercompany transaction Unrealised losses tax asset recognised was deferred income no losses for which Tax losses tax Utilisation of previously unrecognised amount from actual expenses that areExpense deductible Expenses not deductible for tax purpose Income not subject to tax reported net of tax As effectTax of: (2012 calculatedTax at atax rate of2 tax before Profit taxexpense Total tax deferred Total Impact of change in tax rate differences Origination and reversal of temporary tax: Deferred tax current Total in respect ofpriorAdjustments year Current tax onprofits for the year Current tax: corporate income tax rate announced bythe Governm The weighted aver weighted The rate of the country home of the as company follows: taxThe onthe Group’s profit before tax differs the from theoretical amountthat would arise using the basic tax Income tax o the Consolidated Financial and Company Statements - sociate change in taxchange rate measurement of deferred tax : 23%) and joint ventures results

from age applicableage tax rate was

at agreater 0% 0% ear

1,300,654,682 (25,781,649) (36,423,379) 276,313,524 260,130,936 276,313,524 284,015,754 283,010,825 (8,827,325) (1,689,654) (7,702,230) (7,702,230) 35,805,595 31,245,234 20,836,542 21 1,004,929 1,004,929

% (

12,295 ent. Consolidated Consolidated 2013 2013 2012: - -

1,056,842,857 25 (48,600,751) (46,742,417) (15,778,149) (15,778,149) 266,136,565 243,073,857 266,136,565 281,914,714 281,510,506 %). The decreasein is achange by caused The %). (1,361,420) 52,269,929 23,300,184 43,968,247 (578,010)

404,208 402,738 404,208 2012 2012 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. - -

(25,781,650) ( (10 170,768,275 192,604,263 963,021,314 170,768,275 181,456,191 180,533,696 10,687,916 ) (1,527,769) 4,550,936

, 687, 922,495 922,495 2013 2013 916) Company Company ------

(37,331,194) 184,950,501 216,524,497 941,410,857 184,950,501 191,378,222 191, (6,427,721 ) (6,427,721) Baht Unit: Baht Unit: 5,080,175 (479,509)

1 251,489 905,043 251,489 26,733 2012 2012 68 ------

127 FINANCIALS 128 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 32 33 e the year For Notes t Major CineplexGroup Public Company Limited Income tax

Earningsper share tax Deferred tax Current Other comp gains: Fair value

The tax(charge) The basic earnings pershare and the diluted earnings pershare are as follows: issue of ordinary shares for noconsideration. to assumeconversion of all dilutive potentialordinary shares. The Company has one category The diluted earnings per share is calculated adjusting the weighted averagenumber of ordinary shares outstanding averagenumber paid of would have been issued assumingthe exercise to outstanding that shares ordinary shares: Diluted earnings per share earnings Diluted per dilutivepotentialof effect The shareper earnings Basic December 31 ended years the For shareearnings Diluted per dilutivepotentialof effect The shareper earnings Basic December 31 ended years the For Basicearnings per o the Consolidated and Company Financial Statements shares shares Available Short - term investment term

nded 31 December 2013

-

rehensive income rehensive for could have been acquired at fair value based onthemonetary value of the subscription rights attached

(Cont’d) -

sale financial asset financial sale

warrants warrants credit relatingto component of other comprehensive income isasfollows:

share is calculatedshareis bydividing the profit attributable shareholdersto by theweighted

. Thenumber of shares calculated as above is compared with thenumber of shares that -up ordinary sharesin issue duringthe year.

(as detailed in Note 26). A calculation of warrantsismade to determinethe number of

1,051,627,488 1,051,627,488 792,253,03 792,253,03 448,165,556 448,165,556 Before Before

Baht 201 2013 tax

Profit

Profit Baht 3 - Baht of the - 9 9

-

(89,633,111) (89,633,111) (89,633,111) (89,633,111)

846,019,550 846,019,550

756,450, 756,450,356 2013 (charge) warrants

credit Baht

Tax Tax 201 2 - - 012 356

2 - . The difference is added tothe denominator as an Consolidated

- 358,532,445 358,532,445

889,456,382 887,576,343 889,456,382 887,576,343 1,88 Consolidated

1,880,039 Weighted averageWeighted number After After Weighted averageWeighted Company numbershares of Baht tax 0,039 201 2013 -

shares and and shares 3

194,170,963 194,948,301

of shares Company

(777,338)

887,001,132 884,194,660 887,001,132 884,194,660

Before Before

2,806,472 2,806,472 Baht tax 201 2012

( 2 ( ( ( 38,989,6660 38,810,872 38,810,872 38,989,660

2012

(charge) 178,788 178,788

of dilutive potential

credit Baht

Tax Tax 201 2013 1.18 1.18 per share 0.89 0.89 Earnings per share Earnings ) ) ) )

Baht

Baht 3 - -

155,360,091 155

(

598 , 958

(0.01) (0.01) After After 201 2012 , Baht 0.9 0.9 550 0.85 0.8 , 641 tax 69 2 5 6 6 )

2013 December 31 ended year the For 34 t Notes Major Cineplex GroupPublic Limited Company were distributed to the shareholders 2013. on2May 2013that5 March approved bythe Annual Ordinary Shareholders Meeting on3April 2013. dividends The Baht totalling dividends in respect of the operation results for the period from July to 201 December A 28 August 2013. dividends The were distributed to the shareholders on 2 December 31 ended year the For share, for results operating the of respect in dividends interim ofDirectorsM theAt Board 2013 December 31 ended year the For Dividends were distributed the shareholders 2012. on2May 5 totalling Baht 343.94 million. dividends The were distributed to the shareholders listed in the register on dividends in respect of the operating results for the period from July to 2011at December Baht 0.39 per share, At the Boardof Directors Meeting held on16February 2012, the directors passed a resolution August 2012. dividends The weredistributed the shareholders on11September 2012. million 344.96 Baht totalling share, interim dividends in respect of the operating results for the period from January to June 2012at Baht 0.39 per At the Boardof Directors Meeting held on14August2012, the directors passed a resolution to approve o the Consolidated Financial and Company Statements t the Board of Directors Meeting held on15February 2013, the directors passed a resolution to approve March 2012thatMarch appro totalling

425.95 Baht 443.78 million. dividends The weredistributed to shareholders listed in the register on ends were divid distributed The million. to the shareholders listed in the register on ved bythe Annual Ordinary Shareholders Meeting on3April 2012. dividends The eeting held on9August 2013, the directors passed the resolution to approve . dividends The were distributed to shareholders listed in the register on28 012

the period from January to June 2013at Baht 0.50 per

6 6 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. September 2013.

2 2 at Baht 0.48 per share,

to approve 70

129 FINANCIALS 130 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 35 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company Changes in operating assets Changes Adjustments for: Profit tax before income Reconciliation of net profit to cash flows operating from activities: operating flows from Cash activities o the Consolidated Financial and Company Statements Cash flows from operating activities from flows Cash - - - - - agreements - - - - - liabilities: and costsFinance Interest income Dividend income Warrants Provision for employee benefit Provision for loyalty program investment Gain ondisposal of short joint venture subsidiaries in Gain ondisposals of investment joint ventures and associates profit from of Shares and equipment and Loss onwrite plant and equipment Loss (gain) ondisposals of property, written on Loss Loss onimpairment of goodwill ofassets impairment on Loss subsidiary Loss onimpairment of investment in interest allowance for from doubtfulLoss of of Loss ondiminution in value Provision for goods returns (reversal) Doubtful Depreciation amortisation and assets intangible

accounts receivable long other non liabilities current other trade account and other payables other non receivables under finance lease other current assets films under production inventories trade other account and receivable (reversal) inventories (reversal) inventories accounts and bad debts

receivable

- - current liabilities current current assets

-

off of property, plant

- , , off of assets of off associates and

-

term contract -

term

14, 16 Notes 15 13 11 30 30 30 31 29 29 26 23 22 13 13

1,065,282,397 1,300,654,682 1,572,529,521 (783,872,677) (103,685,614) (221,482,416) (189,156,60 (74,753,755) (22,714,409) (29,806,277) (12,804,745) (12,861,069) 310,574,097 149,013,467 (1,296,070) (2,570,000) (1,208,937) 10,311,393 46,342,721 15,475,287 20,132,597 88,393,708 12,250,759 0 3,705,080 2,434,125 4,049,383 54,401 68,000 Consolidated 3 2013

7) ------

1,800,445,566 1,082,789,028 1,056,842,857

(236,834,644) (210,266,963) ( (23,473,259) (20,626,329) (11,441,853) (19,011,178) 133,087,371 176,292,034) (6,894,392) (2,779,970) (3,404,261) 12,325,178 19,069,12 18,656,177 50,459,167 55,047,537 16,740,031 32,951,984 13,818,766 (6,579,993) 6,401,103 9,191,064 2,337,162 4,928,913 (400,776) 3,035,752 770,000

2012 8 - - -

(460,317,747) (120,366,138) (136,954,303) (231,444,477) (20,248,665) (66,694,384) 5 315,483,135 963,021,314 181,887,901 121,822,387 667,076,369 (2,570,000) 8 26,488,498 20,132,597 18,283,685 12,089,867 34,500,000 4,693,440 5,574,304 (37,810) 733,503 999,262 3 2013 Company ------

(118,807,204) (162,309,542) (252,202,382) (82,384,322) 282,225,440 941,410,857 102,839,750 816,801,754 (7,014,943) (4,855,031 ) (3,404,261) (6,871,861) Baht Unit: 40,185,513 18,656,177 42,049,015 3,000,000 1,069,134 9,490,477 8,900,000 1,240,145 2,800,038 770,000 14,754 2012 71 ------

2013 December 31 ended year the For 36 t Notes Major Cineplex GroupPublic Limited Company and not merely the legal form. ii) i) following transactions carriedThe related were outwith parties: parties. related therefore Other related companies are companies belonging to directors and directors’ family ofand is the Company In considering each possible relat parties. related constitute also individuals these with associated companies and individuals management personnel, including directors and officers of the Group and close members of the fa an interest in the voting powerof the that Group gives them significant influence over the enterprise, key fellow subsidiaries are related parties Associ ofthe Group. controlled by, or are control under common with, the Group, including holding companies, subsidiaries and Enterprises and indi Related o the Consolidated Financial and Company Statements Management remunerations Management’s Subsidiaries offixed assets Purchases Rel Joint ventures Leasehold property fund Associates Subsidiaries services and ofgoods Purchases Joint ventures Subsidiaries Sale of equipment Related parties Joint ventures Leasehold property fund Associates Subsidiaries Sales of services goods and others services and and ofgoods Purchase Sales of services goods and others and - party transactions ated parties

viduals that directly, or indirectly through one or moreintermediaries, control, or are

ed - party relationship, attention is directed to the substance of the relationship, relationship, the of substance the to directed is attention relationship, party

326,625 150,962 144,059 150,980 50,813 50,813 31, 68,432 14,094 62,309 Consolidated Consolidated 6,145

2013 2013 229 375

------

ates and individuals owning, directly or indirectly,

309,139 124,558 142,744 127,828 4 46,104 41,837 22,811 22,811 57,528 62,994 6,104 3,798 3,508

2012 2012 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. ------

506,781 139,139 112,721 230,505 470,404 143,545 282,993

33,938 33,938 24,396 28,005 8,525 7,236

2013 2013 Company Company 614 614

27 27 20 - -

’000 Baht Unit: Baht’ Unit: mily of these these of mily 420,438 109,377 103,873 175,584 485,620 143,532 313,531 25,974 25,974 31,604 10,805 17,075 7,160 7,160

2012 2012 677 000 72 - - - - -

131 FINANCIALS 132 FINANCIALS ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 36 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company iii) Related o the Consolidated Financial and Company Statements Related parties lease receivables Finance Related parties Associates Subsidiaries “Other non (included in Deposit Related parties Joint venture Associates Subsi relatedparties from due Amounts Related parties Joint venture Associates Subsidiaries (inc receivable accounts Trade Outstanding balances arising from sales/purchases of goods/services and others

- party transactions (Cont’d) diaries lude unbilled revenue)

- current assets”)

73,415 31,307 37,720 33,056 26,787 Consolidated 4,388 3,111 3,158 1,768 1,768 9,179 8,979 3 2013 200

- - - -

43,904 10,919 10,173 22,812 11,579 1,827 1,827 2,600 8,979 8,861 3,230 1,647 3,984 2 2012

- - - - -

253,806 226,702 100,586 22,348 18,688 11,944 11,073 98,326 3,460 4,087 1,257 3 2013 Company 763 240 200

- - -

Unit: Baht’000 Unit: 280,200 258,704 132,622 130,858 10,441 6,060 2,600 3,460 4,110 6,945 1,075 2 2012 3 253 436

73 - - - -

36 2013 December 31 ended year the For Notes t Notes Major Cineplex GroupPublic Limited Company iii) Related

o the Consolidated Financial and Company Statements Related parties Associates institutions”) financial from (included in “Long lease liabilitiesFinance Related parties Joint venture Associates Subsidiaries “Other non (included in received Deposits Related parties Associate “Other non (included in and receivedforrental Advance Board Related parties Joint venture Associates Subsidiaries “Amountsdue to related parties”) (included in Other payables Related parties Associates Subsidiaries “Trade accounts (included in accountsTrade payable Outstanding balances arising from sales/purchases of goods/services and others

- party tr party

services ansactions

- - current liab current liabilities”) current

and

- borrowings term

(Cont’d) notes payable

ilities”)

”)

125,660 120,003 20,654 12,392 43,682 15,579 28,103 72,947 61,516 Consolidated 8,262 5,237 3,758 2,026 5,647 1,992 1,014 3 2013 420 978

- - - -

125,799 120,003 20,422 12,253 46,240 17,090 29,150 35,392 22,404 10,186 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 8,169 5,796 3,842 6,960 2,186 1,056 9,130 2 2012

- - - - -

102,075 101,173 20,654 12,392 99,653 47,406 44,083 8,262 1 3,300 4,864 3 2013 ,118 Company 135 983 901

(Cont’d) 1 1

------

Unit: Baht’000 Unit: 114,535 20,422 12,253 21,286 83,396 95,110 86,435 8,169 1,118 3,300 6,414 7,723 2 2012 135 983 139 952 74

------

133 FINANCIALS 134 FINANCIALS 36 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. iv) v) Related o the Consolidated Financial and Company Statements

Closing balance Reclassification Loans repayments during the year Loans advanced during the year Opening balance employees and Subsidiaries and associates s year the For Closing balance Reclassification Loans repayments during the year Loans advanced during the year Opening balance December 31 ended years the For of short movements The loans repayable within 1month in Group Major Thailand. short The Company Limited (“Major Group”)Company in Thailand for the use of financing to other companies under shortThe

Short the consolidated financial and company statements, respectively, 3.20 Baht of loans Staff ( loans to relatedThe parties are carrying interest at the rates from ranging The accrued interest - Long million million million ranging of of rate interest 3.00% per3.00% annum 2012: - party transactions (Cont’d)

related interest income interest related - term loans to related parties term loans to related parties

4.00% to4.00% 6.13 % bearing and Baht 2 - term loans to related parties are loans to subsidiaries of Major Cineplex Group Public Public Group Cineplex Major of subsidiaries to loans are parties related to loans term December 31 ended

no interest and Baht income

). .40

million million per annum) and there is no specific repayment date. was Baht 1,747,074 Baht ( was - million and Baht Baht and million term loans to related parties are shown below. shown are parties related to loans term 2.00%

was Baht Baht was

bearing , , carrying interest rate ofper 4.00% annum

-

% per3.00 ( % annum

-

4.88 term loans to relatedr parties as at Decembe 31 ( 18,711,003

no interest and 2.97 million 2012 million ( million (4,325)

Consolidated Consolidated 3,198 6,612 b and Baht 4.19 million : Baht : Baht 3 2013 2013 : Baht 18,859,251 ).2012: Baht At 31December 911

------: Baht Baht 2012:

Baht Baht 2012: 1,456,590). 0.79 amount Baht

(1,800) (5,633 ) 10,695 1,800 6,612 1,550 million and and million 6.61 million and Baht 5.85 million 2 2012 2012 comprise

------

earing interest rate of . .

% per 6.13 annum to % 3.50% (1,019,534) 1.73 of of 1,084,050 1,006,613 (661,530) Baht Baht

462,148 755,969 410,886 526,664 staff loan of Baht Baht of loan staff million 3 2013 3 2013 Company Company 0.57 2013

- - - -

Unit: Baht’000 Unit: Unit: Baht’000 Unit:

million million and are (1,583,454)

1,565,893 1,006,613 1,274,419 (261,000) unsecured B , the 2013, the 462,148 475,370 aht 1.67 2.00% 2.00% (8,000 ) bearing 1,194 4 2 2012 2012 ,339 2.41 ) in ) in the the

75

-

36 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company viii) vi) ix) Related o the Consolidated Financial and Company Statements

Closing balance Subsidiaries and associates December 31 ended years the For under in MajorGroup Thailand. short The Public Limited (“Major Company Group”) in Thailand for the use of financing to other accrued interest Baht was expense During remuneration Management’s of short movements The p unsecured loans repayable within 1month, carrying interest rate shortThe Short Details in subsidiaries, ofinvestments associates joint and ventures are set out in Note 13. Investments in subsidiaries, associates and joint ventures ( relatedThe interestBaht was expense : Baht 2012: Baht romissory note Reclassification Loans repaid during the year Loans borrowed during the year Opening balance - party transactions (Cont’d) - term loans related from parties 2013 - term loans from related parties are loans from fellow subsidiaries of Major Cineplex Group Group Cineplex Major of subsidiaries fellow from loans are parties related from loans term 46.10 the total remuneratio total the

of of

million), including salaries and other benefits. other and salaries including million), Baht 25.00 million - term loans from related parties are shown below. shown are parties related from loans term

2,446,932( n of the direc

bears interest 23,888,522

- term loans from relatedterm loans from parties as at December 31 : Baht 2012: Baht 25,000 25,000 tors and managementapproximate Consolidated ( 2013 : Baht 5,857,089).2012: Baht At 31December rate of per 3.10% annum.

- - - -

1,650,662).

ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 2012

- - - - -

of of

4 (1,316,279) .00 1,459,016 610,515 467,778 % per annum per % 2013 Company

Baht Baht

- -

Unit: Baht’000 Unit: 50.81 companies companies 1,238,611 (832,780) 2013 . . 2013 467,778 (3,661) On 65, million million 2 2012 , the , the - 608 call are 76

135 FINANCIALS 136 FINANCIALS

37 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. ii)

iv) v) iii) i) contingencies and Commitments

o the Consolidated Financial and Company Statements

Total in Thai Baht Thai in Total Total Intangible assets Property, plant and equipment Later thanyears 5 years 5 Later than 1year but not later than laterNot thanyear 1 to subsidiaries and associates for a total of Baht Baht of total a for associates and subsidiaries to payments under the c buildings and service contracts. future The aggregate non As at As Guarantees million (2012: Baht 183.57 million) given at 2013theAs 31December has Group outstanding bank guarantees and letter of credit Baht 167.83 The Company and its Company The subsidiaries haveobligations commitment in terms of long Operating lease com presented as follows: Capital ex Capital commitments Capital lease of buildings and service contracts based onrevenue sharing with the lessors. In addition to the lease minimum and service payments, the Groupalso has obligations in respect of Bank guarantees Bank Baht Baht at December 31 As for Commitment 47.28

31 December 2013, and thea subsidiary December Company 31 have given guarantees for bank loans granted penditure contracted for at the balance sheet date, but not recognised in the financial : Baht (2012:Baht million

film film and letterand of credits 2013 ontracts are as follows: - - mitments

productions , the has Group commitments in respect of payments to film directors amounting to

10.79 where where Currency

million). EURO EURO USD USD THB THB THB

the

to third parties. third to

Group lessee is the Group

833.61 Consolidated 4,847 1,941 7,361 3 2013 573 281,322 123,772

78,000 45,772

Consolidated 4,737 4,737

million ( million 2013

33 33

- cancellable minimum lease servicecancellable and minimum

2012

9,094 5,235 3,093 2 2012 318,650 110,786 766

43,500 67,286

: Baht : Baht

6,671 6,671 2012

62 62

681.71

2,429 2,023 5,070 45,772 45,772 45,772

3 2013 million). Company 618 - Unit: Million Baht Million Unit: 2013 term lease ofland, Company

------

statements is statements

Unit :‘000 Unit

45,207 45,207 45,207 2,503 2,032 5,034 2012 2 2012 499

77 ------

E 39 38 2013 December 31 ended year the For t Notes Major Cineplex GroupPublic Limited Company Trade accountreceivable,Trade net Less (net of deposit received from cu accountreceivableTrade receivable account Trade a) resolutions: At the Boardof Directors Meeting of a subsidiary held on11February 2014, the Boardpassed the following a) At the Boardof Directors Meeting held on1

2013 December 31 qualityThe ofassets classified inwith accordance Information on quality of assets o the Consolidated Financial and Company Statements vents

register on register Approve incorporated bythe end of the 1st quarter of 2014. orwill equivalent 40% own to Baht 120,000,000. It is expected that this will company new be 300,000,000 representing 3,000,000 ordinary shares at a par value of Baht 100per share. Company The 0.50 Approved dividendsApproved in re

Allowance for doubtful account

after after per share, totaling Baht Baht totaling share, per

d d the reporting date

the incorporation of a Thai film production 16 April follows: as are

4. 2014.

s pect of the operating results for the period from July to 201 December

443.79 stomer)

million. The dividend will be distributed to shareholders listed in the the in listed shareholders to distributed be will dividend The million.

3 3

February 2014 the guidelines of the Securities Exchange Commission as at

Consolidated 3 2013

, company, whose registered whose share capitalcompany, is Baht

- - - - the the

Board passed the following resolutions:

(6,549) 6 2012 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. ,549

- -

2013 Company

- - - -

Unit: Baht’000 Unit:

3 3 (1,069) at Baht Baht at 1,069 2012 78

- -

137 FINANCIALS 1839, 1839/1-6PhaholyothinRd. JatuchakLadyao,Bangkok10900.Thailand 138 FINANCIALS Limited Representative Debenture Debenture Registrar Legal Advisor Auditor Share RegistrarLtd. http://corporate.majorcineplex.com http://www.majorcineplex.com ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC. 7. MANAGEMENTDISCUSSION&ANALYSIS OFFINANCIALPOSITION&PERFORMANCE DIVIDENDPOLICY 5.3 MANAGEMENT&CORPORATE GOVERNANCE 5.2 SHAREHOLDERS 5.1 5. SHAREHOLDERS,MANAGEMENTSTRUCTURE,&CORPORATE GOVERNANCE SIGNIFICANTCHANGESDURINGTHEPAST FISCALYEAR 3.3 REVENUESTRUCTURE 3.2 BUSINESSCHARACTERISTIC 3.1 3. NATURE OFBUSINESS REFERENCES 1.3 JURISTICENTITIESINWHICHCOMPANY HOLDSAT LEAST10%INTEREST 1.2 COMPANY NAMESANDADDRESS 1.1 1. GENERALINFORMATION 2. FINANCIALHILIGHTS 6. RELATED TRANSACTIONS 4. RISKFACTOR 56-2 CHECKLIST . AUDITOR’SREPORT 8.3 RESPONSIBILITYSTATEMENT OFTHEBOARDDIRECTORS 8.2 REPORTOFTHEAUDIT COMMITTEE 8.1 8. FINANCIALSTATEMENT PRODUCED &DISTRIBUEDbyMajor CineplexGroupPlc. Tel :024701982Fax:021998 3000 PhaholyothinRd.,Jomphol,Jatuchak,Bangkok TMB BankPublicCompanyLimited Tel :022220000press2Fax:024701144-5 Phayathai, Bangkok10400 400/22 PhaholyothinRoad,Samsen-naiDistrict, KASIKORNBANK PublicCompanyLimited Tel :024701982Fax:021998 3000 PhaholyothinRd.,Jomphol,Jatuchak,Bangkok TMB BankPublicCompanyLimited Tel :022220000press2Fax:024701144-5 Phayathai, Bangkok10400 400/22 PhaholyothinRoad,Samsen-naiDistrict, KASIKORNBANK PublicCompanyLimited Tel: 026461888 999/9 RamaIRoad,Pathumwan,Bangkok10330 26th Floor,TheOfficesatCentralWorld, Siam PremierInternationalLawOfficeLtd. Ms. KulkanistKhamsirivatchara Tel: 023441000Fax:2869999 179/74-80 SouthSathornRoad,Bangkok10120 15th Floor,BangkokCityTower, Pricewaterhouse CoopersABASCo.,Ltd. Certified PublicAccountant(Thailand)No.4095 Mr. PisitThangtanagul Tel: 022292800Fax:6545427 Rachadapisek Rd.,Klongtoey,Bangkok10110 62 StockExchangeofThailand,Floor4,6and7 Thailand SecuritiesDepositoryCo.,Ltd. Tel. +6625115427-36Fax. 25115752

368 Ratchadapisek42Junkaseam Jatuchak,Bangkok10900.Thailand DESIGNED &PRINTEDbyAT HOMEsDIGITAL Co.,Ltd. Tel. +6629390216Fax.2930 0327 Inside FrontCover,71 8 -11,52 62 -137 28-41 18-25 57 -58 45 -51 26 -27 57 -58 18 -25 16 -17 PAGE 129 138 61 60 59 1 ANNUAL REPORT 2013MAJOR CINEPLEX GROUP PLC.

139 FINANCIALS