MBK-W2) (For Considering Agenda 10-11 and Agenda 14)

Notice of 2021 Annual General Meeting of Shareholders Of MBK Public Company Limited

The meeting will be held on Wednesday, April 21, 2021, beginning at 2:00 P.M. at Jamjuree Ballroom on the M floor of Pathumwan Princess Hotel whose address is No. 444, MBK Center Building, Phayathai Road, Wangmai, Pathumwan, Bangkok.

Preventive Measures for COVID-19

Following an outbreak of COVID-19, the SEC and other relevant regulatory bodies have encouraged the shareholders to appoint independent directors as proxy instead of attending the AGM themselves. Guidelines and Measures to prevent the spread of the Coronavirus 2019 (COVID-19) in the Annual General Meeting of Shareholders 2021 of MBK Public Company Limited

According to MBK Public Company Limited (“the Company”) set the Annual General Meeting of Shareholders 2021 (“the AGM”) on April 21, 2021. The ongoing situation of the spread of the Coronavirus 2019 (“COVID-19”) in Thailand, is concerned and attention to the health of the shareholders’ MBK, therefore the Company has specified

guideline in the AGM as follows: 1 The Company request for Shareholders’cooperation to giving a proxy to Company’s

Independent Director to attend the meeting and voting on their behalf. Shareholders could accept by submitting a proxy with documentary evidence to the Company by using the reply envelope provided by the Company (no postal stamp required). The proxy and reply envelope have been sent together with the meeting invitation. 2. In the case, if any shareholder or proxy-holder still wants to attend the Meeting,

the Company would like to request attendees for cooperation and understand the guidelines for conducting meetings in accordance with the Government measures to prevent and reduce the risk of the spread of the virus COVID-19 as follows:

2.1 Shareholders or proxies must present at the screening point in accordance with the guidelines of the Department of Disease Control that the Company set up a screening point in front of the meeting room. The Company reserves the right to not allow shareholders or proxies with any of the following symptoms to participate in the meeting. 1) Who are fever, with temperatures from 37.5 Celsius up 2) Who have respiratory symptoms, such as fever, cough, sore throat, runny nose, Anosmia, Asthma. In the case, if any person has been at risk or shown any respiratory insufficiency symptoms, The Company will reserve the right to deny entry into the meeting room. However, shareholders (only those who come in the Meeting) could give a proxy to the Company’s Independent Director to attend the meeting on their

behalf. 3) The queue line at the screening point, document checking, and registration zones will be with distancing at least 1 meter. 2.2 The Company has arranged seats for the attendees in accordance with the Government measures to prevent the spread of the virus COVID-19,

with at least 1 meter of distance each seat, which will result in a limited number of seats in the meeting room. When the seats are fully occupied, no more participants will be allowed to enter the meeting venue. To

protect shareholder voting right, Shareholders who attend the meeting in persons, are required to grant proxy to the Company’s Independent

Directors to attend the Meeting instead of participating in persons. 2.3 The venue will be sanitized and cleaned prior to the meeting. 2.4 Due to limited meeting venue, the Company does not allow followers to participate in the meeting venue. 2.5 The company kindly requests everyone to prepare and wear a face mask all time during the meeting. 2.6 Due to reduce the risk of spread the virus COVID-19, the Company may be not prepare microphone for attendees to ask questions at the meeting but preparing paper for written questions. Attendees can submit their questions to the Company’s staff to submit it to the Company’s Chairman

of the Meeting. 2.7 If the situation of the spread the virus COVID-19 is change before the AGM 2021 or Government have any additional announces about meeting the Company will inform Shareholders via the Company’s website

http://investor- th.mbkgroup.co.th/ir contact.html If there are many attendees or they arrive at the same time, there may be delay in screening and registration for the meeting. The Company hereby apologizes for any such inconvenience that may arise.

Yours Sincerely, MBK Public Company Limited

Notice of the Annual General Meeting of Shareholders For the Year 2021

Table of Contents

Supporting documents for the Annual General Meeting of Shareholders for the Year 2021

Page ➢ Notice of the Annual General Meeting of Shareholders 1-13 for the Year 2021

➢ Copy of the Minutes of the Extraordinary General Meeting of Shareholders 14 - 45 No.1/2020 (for considering Agenda 1) . ➢ Annual Report for the Fiscal Year 2020, statement of Financial Position and Statement of Comprehensive Income for the Year Ended December 31, 2020 (for considering Agenda 2 and Agenda 3)as attached

➢ Information on the directors who are retiring by rotation and the 46 - 57 directors whom the Board of Directors propose to the shareholders for re-election (for considering Agenda 5)

➢ Information on the remuneration and the Pension for the board 58 of Directors (for considering Agenda 6)

➢ Information on the auditors and the audit fees for the fiscal year 2020 59 - 60 (for considering Agenda 7)

➢ Information on the Capital increase report (F53-4) 61 - 69 (for considering Agenda 10)

➢ Preliminary details of warrants to purchase ordinary shares of MBK 70 - 75 Public Company Limited No. 2 (MBK-W2) (for considering Agenda 10-11 and Agenda 14)

Supporting documents for attending the Annual General Meeting of Shareholders for the Year 2021

➢ Guidelines on proxy appointment and registration relating to the 76 - 77 attendance of the Annual General Meeting of the Shareholders for the Year 2021

➢ Profile of Independent Director for Appointment of Proxy 78

➢ Procedures relating to the attendance of the Annual General Meeting 79 of the Shareholders for the Year 2021

➢ Copy of the Articles of Association relating to the shareholders meeting 80 - 82 of MBK Public Company Limited

➢ Location Map of Pathumwan Princess Hotel which is the venue for the Annual General Meeting of Shareholders for the Year 2021

Ref: MBK 014/2021 March 25,2021

Subject: Notice of the Annual General Meeting of Shareholders for the Year 2021 To: Shareholders MBK Public Company Limited Attachments: 1. Invitation to the Annual General Meeting of Shareholders for the year 2021 and Registration Form in QR Code 2. Annual Report for the Fiscal Year 2020 and Sustainable Development Report for the year 2020 in QR Code 3. Copy of the Minutes of the Extraordinary General Meeting of Shareholders No.1/2020 4. Information on the directors who are retiring by rotation and the directors whom the Board of Directors propose the shareholders to continue to be directors 5. Information on the remuneration for the board of Directors 6. Information on the auditors and the audit fees for the fiscal year 2021 7. Capital Increase Report form (F53-4) 8. Preliminary details of warrants to purchase ordinary shares of MBK Public Company Limited No.2 (MBK-W2) 9. Proxy form B 10. Guidelines on proxy appointment and registration relating to the attendance of the Annual General Meeting of the Shareholders for the Year 2021 11. Procedures relating to the attendance of the Annual General Meeting 12. Copy of the Articles of Association relating to the shareholders meeting 13. Location Map of Pathumwan Princess Hotel which is the venue for the Annual General Meeting of Shareholders for the Year 2021 14. Form to request the Annual Report and Sustainable Development Report for the year 2020 15. Envelope for putting in the proxy and request form for The Annual Report and Sustainable Development Report

At its Meeting No. 3/21, the Board of Directors of MBK Public Company Limited adopted a resolution to hold the Annual General Meeting of Shareholders on Wednesday, April 21,2021 beginning at 2:00 P.M. in Jamjuree Ballroom on the M floor of Pathumwan Princess Hotel whose address is 444 MBK Center Building, Phayathai Road, Wangmai, Pathumwan,Bangkok.

Juristic Person Tel. 02-853-7834 MBK 2021014 FM-DOC-006-R04 (วันที่บังคับใช้ 21/08/ 2560) page 1/13

The hotel is part of the complex which is the location of the Company’s headquarters. The objective of the meeting is to consider various matters in line with the following agenda and the related opinions of the Board of Directors.

Agenda 1 To certify the minutes of the Extraordinary General Meeting of Shareholders No.1/2020 “the EGM”

Objective and Rationale The Extraordinary General Meeting of Shareholders No.1/2020 was held on November 18,2020. The shareholders considered various matters at this meeting. The Company also prepared an annual report and sent it to the Stock Exchange of Thailand. The annual report was also made available through the Company’s website. In this connection, it is necessary for the Company to submit the minutes of the meeting to the shareholders for consideration. The minutes are presented in the supporting document from Pages 14 -45

The Opinion of the Board of Directors The minutes of the Extraordinary General Meeting of Shareholders No.1/2020 was correctly reported. Thus the EGM should approve the minutes.

Agenda 2 To report the company’s performances for the year 2020

Objective and Rationale During the fiscal year 2020, the Company that have affected its business operation. Thus, to comply with the Company’s regulation no.31 in regards to the report of the Company’s business operation during the past year to the annual general shareholder’s meeting, the changes are to be reported to the shareholders. However, the Company has compiled the information in the 2019 annual report, starting from January 1,2020 to December 31, 2020 (on QR Code) along with the invitation letter to the meeting.

The Opinion of the Board of Directors The company’s performances for the year 2020 should be reported for acknowledgement of the shareholders.

Agenda 3 To approve the statements of financial position and statement of comprehensive income for the fiscal year ended December 31, 2020.

Objective and Rationale Pursuant to Section 112 of the Public Limited Companies Act B.E. 2535, as well as Articles 38. and 40. of the Company’s Articles of Association, the Company is required to prepare the statements of financial position and statement of comprehensive income at the end of the Company’s fiscal year. As well, it has to have the financial statements reviewed by the auditors before submitting them to the shareholders for consideration and approval.

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The Opinion of the Board of Directors The mentioned the statements of financial position and statement of comprehensive income for the fiscal year ended December 31, 2020 have already been audited as unqualified opinion by the auditor and certified by both the Audit Committee and the Board of Directors, thus the AGM should approve the statements of financial position and statement of comprehensive income for the fiscal year ended December 31, 2020.

Agenda 4 To acknowledge the interim dividend payment and approve the appropriation of the profit for 2020 performance.

Objective and Rationale According to the Public Company Limited Act B.E. 2535, Section 116, and the Company’s Article 41., the dividend payment is to be approved by the AGM and the Company must allocate, no less than 5%, of its annual net profit less the accumulated loss (if any) to the capital reserve until such capital reserve is no less than the amount stipulated by the law or 10% of the authorized capital. During the financial period from January 1,2020 to December 31,2020, the Company’s net profit after tax is in the amount of THB 616,715,250 (Six hundred and sixteen million seven hundred fifteen thousand two hundred and fifty Baht only) The Company’s authorized capital is in the total of THB 2,262,719,920 (Two thousand two hundred sixty two million seven hundred ninety nine thousand nine hundred twenty baht) and the reserved capital is in total of THB 200,000,000 (Two hundred million baht only) which is less than 10% of the annual net profit as stipulate by law. Therefore, the net profit for the year 2020 must allocate as a reserve of THB 26,280,000 (Twenty-six million and two hundred and eighty thousand Baht only) as a result the reserved capital after allocated be equivalent to THB 226,280,000 (Two hundred Twenty-six million and two hundred and eighty thousand Baht only) until the reserve has reached the amount stipulated by law.

The Opinion of the Board of Directors The Board of Directors deems it appropriate to propose the following matters to the meeting for consideration 1. To approve the allocation of a net profit for the year 2020 as a legal reserve by 10% of the net profit for the year 2020 for an amount of 26,280,000 Baht resulting in the Company has its legal reserve by 10% of its paid-up capital as stipulated by law 2. To consider the omission of dividend payment for the year 2020. To maintain the financial liquidity of the company, due to the situation of the coronavirus (COVID-19) epidemic.

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Agenda 5 To appoint the directors to replace those whose terms of office expired

Objective and Rationale In line with Article 17. of the Company’s Articles of Association, it stipulates that annual ordinary shareholders’ meeting at all time, the company’s directors must retire from title in one-third or four of the ten directors. The directors who have to retire by rotation in this meeting as follows:, Mr. Kasama Punyagupta, Independent Director and Chairman of the Audit Committee, Mr. Suwit Rojanavanich, Independent Director and Member of the Audit Committee, Mr. Suvait Theeravachirakul Director and CEO and Mr.Hatchapong Phokai, Director.

The Company announced on the website of company’s investor relation for invitation to shareholders to nominate qualified candidate(s) for an election of the Company’s director(s) and propose advance agenda since September 27, 2020 to December 30, 2020. However, there was no shareholders proposing such agenda and any lists of candidate(s) to company. Therefore, shareholders had to elect directors to replace the retired Directors. The shareholders can reappoint the retired Directors by rotation to take a position for another term.

The Opinion of the Board of Directors The Board of Directors considered the opinion given by the Compensation and Nomination Committee and agreed that the Directors whose terms of office expired-namely Mr. Kasama Punyagupta, Mr. Suwit Rojanavanich, Mr. Suvait Theeravachirakul and Mr.Hatchapong Phokai should be proposed to the Annual General Meeting for consideration that Mr.Kasama Punyagupta Mr. Suwit Rojanavanich, Mr. Suvait Theeravachirakul and Mr.Hatchapong Phokai should be re-appointed to continue their positions as Directors. These 4 nominated Directors have full qualifications according to the Public Limited Company Act B.E.2535 and their knowledge and experiences in businesses related to the Company’s operations can help contribute to the development of the Company. They are appropriate for working as the Company’s Directors. The Board considered that the appointment of Mr.Kasama Punyagupta, Mr. Suvait Theeravachirakul and Mr.Hatchapong Phokai to continue their positions as Directors in the companies which operate the same businesses as the Company will not cause any damages to the Company.

In this connection, the profiles and qualifications of the directors whom the Board of Directors recommends to the shareholders at the shareholder meeting for re-election are given in the supporting document from Pages 46 - 57

Agenda 6 To approve the remuneration for the Board of Directors

Objective and Rationale Board of Directors have policy and principle to give the remuneration to the members of the Board and any sub committees include to give to the Board of directors as appropriate level and in line with their duties and responsibilities which require them to fulfill the expectations of the interested

Juristic Person Tel. 02-853-7834 MBK 2021014 FM-DOC-006-R04 (วันที่บังคับใช้ 21/08/ 2560) page 4/13 persons’ groups to comply with the law and related regulations. As a result, the company not only has to look for and select directors with proper experience and qualifications, include to give policy to set the remuneration for each director which reflect their respective duties and responsibilities and be the rate which be compared with the other listed company in Moreover, in compliance with the good corporate governance principles, the compensation of the directors should be reviewed annually. The remuneration of directors have been approved at The 2020 Annual General Meeting of Shareholders on August 5, 2020.

The Opinion of the Board of Directors Due to the Compensation and Nomination Committee and the Board of Directors have considered proposing to the Shareholders’ Meeting for consideration and approval of the remuneration for Directors in the rate of THB 7,000,000 per annum and approve any privilege of THB 1,600,000 per annum, total amount of THB 8,600,000 per annum for the Board of Directors, the Executive Committee, the Audit Committee, the Compensation and Nomination Committee, as details as follows;

1. Remuneration for Board of Directors meeting Position Allowances Meeting Stipends (Baht) (Baht) Total per person/per month per person/per time - Chairman 28,750 28,750 57,500 - - Vice Chairman 17,500 17,500 35,000 - - Director 14,500 14,500 29,000

2. Remuneration for the Executive Committee

Meeting Stipends (Baht) per person/per time - Chairman 52,500 - - Vice Chairman 17,500

3. Remuneration for the Audit Committee Position Allowances Meeting Stipends (Baht) (Baht) Total per person/per month per person/per time

- Chairman 17,500 17,500 35,000 - - Vice Chairman 8,750 8,750 17,500

4. Remuneration for the Nomination and Remuneration Committee Meeting Stipends (Baht) per person/per time

- Chairman 35,000 - - Vice Chairman 17,500

5. Remuneration and privilege for the Board of Directors per person/per year - Chairman 120,000 - - Vice Chairman 120,000 - - Director 120,000

Juristic Person Tel. 02-853-7834 MBK 2021014 FM-DOC-006-R04 (วันที่บังคับใช้ 21/08/ 2560) page 5/13

It has been the Board of Directors’ policy and principle to provide members of the Board and the various committees and Pension for the Board of Directors with compensation at an appropriate level and in line with their duties and responsibilities, laws and regulations of the company. The supporting documents from Page 58

Agenda 7 To consider the appointment of auditors and fixing the audit fee for the year 2021

Objective and Rationale Pursuant to Section 120 of the Public Limited Companies Act B.E. 2535 and Article 39 of the Company’s Articles of Association, the shareholders at the annual general meeting are required to appoint the Company’s auditors and determine the audit fees. In this connection the shareholders at the shareholder meeting may appoint the current auditors to continue giving their auditing services for another term.

The Opinions of the Board of Directors and the Audit Committee The AGM should consider appointing the following people; 1. Ms. Gingkarn Atsawarangsalit Certified Public Accountant 4496 and/or 2. Mr. Chayapol Suppasedtanon Certified Public Accountant 3972 and/or 3. Ms. Orawan Techawatanasirikul Certified Public Accountant 4807 and/or 4. Ms. Sumana Punpongsanon Certified Public Accountant 5872

from EY Office Limited to audit the Company financial statement for the year 2020. The annual audit fee is in amount of THB 2,154,268(Two million one hundred and fifty-four thousand two hundred sixty-eight Baht only).The supporting documents from Pages 59 - 60

Agenda 8 Approved the decrease of the registered capital of the company from the original registered capital of THB 2,262,719,920 to new registered capital of THB 1,762,719,920 by reducing the ordinary shares reserved for the increase of registered capital under the General Mandate amount of 500,000,000 shares with a par value of THB 1 per share which have been not allocated in the whole according to the resolution EGM No.1/2020

Objective and Rationale As the company increased its registered capital by 500,000,000 baht to support the capital increase under the general mandate in the Extraordinary General Meeting of Shareholders No.1/2020, but the company has not yet issued and offered the said capital increase shares. Therefore, in order to comply with the Public Limited Act 2535 on capital increase under Section 136, the company has to decrease its registered capital.

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The Opinion of the Board of Directors The board of directors deems it appropriate to propose the AGM, has approved to decrease of the registered capital of the company from the original registered capital of THB 2,262,719,920 to new registered capital of THB 1,762,719,920 by reducing the ordinary shares reserved for the increase of registered capital under the General Mandate amount of 500,000,000 shares. The supporting document from Pages 61 – 69

Agenda 9 Approved to amend the Article 4 of the memorandum of the company to be in accordance with the decrease of the registered capital

Objective and Rationale To be in accordance with the reduction of the Company's registered capital of the company in Agenda 8

The Opinion of the Board of Directors The board of directors deems it appropriate to propose the AGM for the year 2021, has approved to amend the Article 4 of the memorandum of the company to be in accordance with the decrease of the registered capital as follows:

“Article 4. Registered capital : 1,762,719,920 baht (One thousand seven hundred and sixty-two million seven hundred and nineteen thousand nine hundred and twenty baht only) Dividend into : 1,762,719,920 shares (One thousand seven hundred and sixty-two million seven hundred and nineteen thousand nine hundred and twenty shares) Value per share : 1 baht (one baht) Dividend into Ordinary share : 1,762,719,920 share (One thousand seven hundred and sixty-two million seven hundred and nineteen thousand nine hundred and twenty shares) Preferred share : -not exist- (--)”

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Agenda 10 Approved to the issuance of the Company’s warrants to purchase ordinary shares No.2 (MBK-W2) in the amount not more than 68,259,569 units for allocation to existing shareholders of the Company in proportion to their respective shareholdings

Objective and Rationale This is to prepare and strengthen and provide financial flexibility in the implementation of future projects. And to reserve money for the Company's working capital In addition, the company It intends to provide compensation to the shareholders of the Company Therefore, it is deemed appropriate to propose to the Annual General Meeting of Shareholders 2021 to consider and approve the issuance and allocation of warrants to purchase the newly issued ordinary shares of MBK Public Company Limited No.2 (Warrants). Right of MBK-W2 in the amount not exceeding 68,259,569 units to the Company's shareholders. According to the shareholding proportion.

The Opinion of the Board of Directors The board of directors deems it appropriate to propose the AGM, has approved to the issuance of the Company’s warrants to purchase ordinary shares No.2 (MBK-W2) in the amount of not more than 68,259,569 units for allocation to existing shareholders of the Company in proportion to their respective shareholdings at no offering price, (zero Baht) at the ratio of 25 ordinary shares to 1 unit of warrant (any fractions resulting from the calculation based on the allocation ratio set forth shall be rounded down), with a term of not more than 3 years from the issuance date, having an exercise ratio of 1 unit of warrant per 1 ordinary share at an exercise price THB 3 (the “Exercise Price”), (the “MBK-W2 Warrants”) the Company will allocate the MBK-W2 Warrants to the shareholders according to the relevant law and regulation. The supporting document from Pages 70 – 75

In this regard, the Company has set the date for determining the names of the shareholders who shall be entitled to receive the MBK-W2 Warrants on March 25, 2021 (Record Date). However, the determination of such right remains uncertain and subject to an approval of the AGM.

The Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors shall be authorized to actions (a) determine the terms and conditions and any other details in relation to the issuance and offering of the MBK-W2 Warrants; (b) proceed with and sign applications and evidences that are necessary for or relevant to the issuance and offering of the MBK-W2 Warrants, including contacting and filing applications, waiver requests, documents, and such evidences with the relevant government authorities or agencies, as well as listing the MBK-W2 Warrants and newly issued shares occurred from the exercise of the MBK-W2 Warrants on the Stock Exchange of Thailand (“SET”); (c) undertake any other actions that are necessary for or relevant to this issuance and allocation of the MBK-W2 Warrants; Juristic Person Tel. 02-853-7834 MBK 2021014 FM-DOC-006-R04 (วันที่บังคับใช้ 21/08/ 2560) page 8/13

Agenda 11 Approved to increase the registered capital of the company from The original registered capital of THB 1,762,719,920 to THB 1,832,784,733 by issuing not more than 70,064,813 new ordinary shares with a par value of THB 1 per share to reserve for the issuance of the Company’s warrants to purchase original shares No.2 (MBK-W2) and to accommodate the adjustment of rights of MBK-W1 Warrants

Objective and Rationale To provide the company with financial flexibility for business expansion and/or the Company's working capital in the future. In addition, the company It intends to provide compensation to the shareholders of the Company. It is of the view that the issuance and allocation of MBK-W1 and MBK-W2 warrants to the shareholders in proportion to the fund raising that may reduce the financial burden of the Company in borrowing from financial institutions in the future.

The opinion of the Board of Directors The board of directors deems it appropriate to propose the AGM, has approved to increase the registered capital of the company from the original registered capital of THB 1,762,719,920 to THB 1,832,784,733 by issuing not more than 70,064,813 new ordinary shares with a par value of THB 1 per share to reserve for the issuance of the Company’s warrants to purchase ordinary shares No.2 (MBK-W2) and to accommodate the adjustment of rights of MBK-W1 Warrants

The details of the allocation of newly issued ordinary shares appear in accordance with Capital increase report form (F53-4) The supporting document from Pages 61 – 69

Agenda 12 Approved to increase the registered capital of the company under the General Mandate from THB 1,832,784,733 to THB 2,332,784,733 by issuing 500,000,000 new ordinary shares with a par value of THB 1 per share

Objective and Rationale In order to conduct business of the company in line with the careful financial management policy. (Conservative) proposed to the 2021 Annual General Meeting of Shareholders to consider and approve the increase of the Company's registered capital. In this regard, if in the future there is an unexpected situation, the company will be able to reserve for financial management. Carefully designed without affecting the normal operations of the company.

The opinion of the Board of Directors The board of directors deems it appropriate to propose the AGM, has approved to increase the registered capital of the company under the General Mandate from THB 1,832,784,733 to THB 2,332,784,733 by issuing 500,000,000 new ordinary shares with a par value of THB 1 per share The supporting document from Pages 61 – 69

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The Company’s increase in registered capital under General Mandate was to accord with its conservative financing policy. If in the future, there are situations above expectations, the Company will be able to maintain its conservative financial management to be flexible without affecting normal operation.

Agenda 13 Approved to amend the Article 4 of the memorandum of the company to be in accordance with the increase of the registered capital

Objective and Rationale To be in accordance with the increase of the registered capital of the company in Agenda 11 and Agenda 12

The opinion of the Board of Directors The board of directors deems it appropriate to propose the AGM, has approved to amend the Article 4 of the memorandum of the company to be in accordance with the increase of the registered capital above the details as follows:

Article 4. Registered capital : 2,332,784,733 baht (Two thousand tree hundred and thirty-two million seven hundred and eighty-four thousand seven hundred and thirty-three baht only) Dividend into : 2,332,784,733 shares (Two thousand tree hundred and thirty-two million seven hundred and eighty-four thousand seven hundred and thirty-three shares) Value per share : 1 baht (one baht)

Dividend into Ordinary share : 2,332,784,733 share (Two thousand tree hundred and thirty-two million seven hundred and eighty-four thousand seven hundred and thirty-three shares) Preferred share : - not exist- (--)”

Agenda 14 To consider and approve the allocation of newly issued ordinary shares of the Company not more than 70,064,813 newly issued ordinary shares with a par value of THB 1 per share to accommodate the adjustment of rights of the MBK-W1 Warrants, and the exercise of the MBK-W2 Warrants

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Objective and Rationale According to Agenda 11, the Company intends to increase the Company's registered capital in the amount not exceeding 70,064,813 baht in order to reserve for the exercise of warrants to purchase ordinary shares of the Company. Therefore, it is deemed appropriate to propose to the Extraordinary General Meeting of Shareholders to consider and approve the allocation of the Company's newly issued ordinary shares of not more than 70,064,813 shares with a par value of 1 baht per share.

The opinion of the Board of Directors The board of directors deems it appropriate to propose the AGM, has approved to allocate not more than 70,064,813 newly issued ordinary shares with a par value of THB 1 per share, the details as follows:

1) To allocate not more than 1,805,244 newly issued ordinary shares with a par value of THB 1 per share to accommodate the adjustment of rights of MBK-W1 Warrants 2) To allocate not more than 68,259,569 newly issued ordinary shares with a par value of THB 1 per share to reserve for the issuance of the Company’s warrants to purchase ordinary shares No.2 (MBK-W2) in accordance with the details set

out in agenda 10

The details of the allocation of newly issued ordinary shares appear in accordance with Capital increase report form (F53-4) The supporting document from Pages 61 – 69

Agenda 15 Approved to the allocation of newly issued ordinary shares of the company under the General Mandate of not more than 500,000,000 shares with a par value of THB 1 per share

Objective and Rationale According to the company proposed to the Board of Directors to approve the increase the registered capital of the company under the General Mandate in agenda12, therefore, must propose to the Board of Directors to approve the allocation of 500,000,000 new ordinary shares with a par value of 1 baht to the existing shareholders, to comply with the regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission.

The opinion of the Board of Directors The board of directors deems it appropriate to propose the AGM, has approved to the allocation of newly issued ordinary shares of the company to increase the registered capital under the General Mandate of not more than 500,000,000 shares with a par value of THB 1 per share as follows:

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• Allocation of not more than 500,000,000 new ordinary shares or equivalent to 29.40% of the paid-up capital, offering to the shareholders in proportion to their shareholding.

Whereby, the Board of Directors shall be authorized to allot and offer in the same time or to separate into partial for offering in lots from time to time and have the right to take any actions necessary as appropriate regarding to the offering of such increased ordinary shares, e.g. set XR date, and objective of the issuance and offering of such ordinary shares, specify offering price and ratio for allotment including subscription period, allotment method and the payment process, etc., including change of the subscription period and payment and determining other conditions and details in issuing and offering of such increased shares as deemed appropriate, including the authority to correct wording or contents for minutes of shareholders’ meeting or Memorandum of Association and/or the various actions necessary in compliance with the order of Registrar in relation to the registration of registered capital increase with Department of business Development, Ministry of Commerce from time to time in accordance with the payments of the subscriber (S) in each time, including listing the increased shares in the Stock Exchange of Thailand and submission of information and documents to the Securities and Exchange Commission, the Stock Exchange of Thailand, Ministry of Commerce or other relevant authorities.

The allocation of newly issued ordinary shares to existing shareholders in General Mandate must be completed within the next date of the Annual General Meeting of Shareholders which be determined by the Company or within the date of the Annual general meeting of shareholders which be determined by the law, whichever date is earlier.

The details of the allocation of newly issued ordinary shares appear in accordance with Capital increase report form (F53-4) The supporting document from Pages 61 – 69

Agenda 16 Other business (if any)

Objective and Rationale In line with the practice which the Company has always adhered to, although the Company does not set aside any matter for discussion under the agenda item on other business, it provides the shareholders with opportunities to put questions or express their opinions about the matters related to the various agenda or other matters throughout the meeting, which takes quite some time. At this meeting, the Company deems it appropriate to include the agenda on other business for the shareholders. However, in an event that the shareholders wish to consider and adopt a resolution on any matter other than those specified in the notice of the meeting, the shareholders have to comply with the requirement specified in the second paragraph of Section 105 of the Public Limited Companies Act, B.E. 2535, which says:

“When the consideration of the matters under paragraph one is finished, the shareholders holding shares amounting to not less than one-third of the total number of shares sold may request the meeting to consider matters other than those indicated in the notice calling for the meeting.” Juristic Person Tel. 02-853-7834 MBK 2021014 FM-DOC-006-R04 (วันที่บังคับใช้ 21/08/ 2560) page 12/13

The Opinion of the Board of Directors The Board of Directors deems it appropriate to provide the shareholders with this agenda so that they can raise questions and/or express opinions on various matters without having to adopt any resolution. However, if the shareholders wish to propose any matter for consideration and approval, they are required to fulfill the conditions mentioned above in the second paragraph of Section 105 of the Act.

You are cordially invited to attend the Annual General Meeting of Shareholders on the date and at the time and place stated above. In case you wish to appoint someone to attend the meeting on your behalf, please complete and sign the accompanying proxy form which is one of the supporting documents for the meeting. Your proxy holder is required to present the proxy form to the Company’s registration staff before the meeting commences. Or in case you wish to appoint as your proxy any of the Company’s independent directors whose names are given in the list on the proxy form, we would greatly appreciate it if you could please send the proxy form, using the attached envelope, to the Company before the date of the meeting.

In this connection, if you wish the Company to make available any information to be discussed at the forthcoming Annual General Meeting of Shareholders, please notify the Company accordingly before Friday, April 9,2021. Your advance notification will be greatly appreciated.

Yours sincerely, By the Board of Directors

(Mr.Suvait Theeravachirakul) Director and President MBK Public Company Limited

Juristic Person Tel. 02-853-7834 MBK 2021014 FM-DOC-006-R04 (วันที่บังคับใช้ 21/08/ 2560) page 13/13 Minuets of the Extraordinary Meeting of Shareholders No.1/2020 MBK Public Company Limited Wednesday, November 18th, 2020 At Chamchuri Ballroom, M Floor, Pathumwan Princess Hotel 444 Phayathai Road, Wangmai, Pathumwan, Bangkok

Mr. Banterng Tantivit, Chairman of the Board of Directors acted as Chairman of the Meeting. Chairman of the Meeting informed the Meeting that as of 2.00 pm., shareholders and shareholders represented through proxies present in the Meeting were as follows:

➢ 249 shareholders present in person, holding altogether 8,856,212 shares. ➢ 97 shareholders granted proxy to the Company’s independent directors, holding altogether 260,493,159 shares; the proxy holders could exercise the shareholders’ voting rights for each agenda item presented by the Board. ➢ 86 shareholders granted proxy to other people, holding altogether 944,449,846 shares. ➢ Total 432 shareholders, owning a combine of 1,213,799,217 shares, either attended or gave their proxies to others to attend the Meeting.

The Company had a total of 7,702 shareholders, holding altogether 1,694,923,000 shares. The shareholders present in person and represented through proxies represented 71.6138 percent of the total shares sold; a quorum was thus constituted and the Meeting was declared open. Chairman of the Board declared the Meeting open and asked Mr. Suvait Theeravachirakul, Director and President, to introduce directors and members of the Executive Management. Mr. Suvait Theeravachirakul informed the Meeting that there were 10 directors present in the Meeting as follows:

1. Mr. Banterng Tantivit Chairman 2. Mr. Suphadej Poonpipat Vice Chairman and Chairman of the Nomination and Compensation Committee 3. Mr. Kasama Punyagupta Independent Director and Chairman of the Audit Committee 4. Mr. Pracha Jaidee Independent Director and Members of the Audit Committee and the Nomination and Compensation Committee

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5. Mr. Suwit Rojanavanich Independent Director and Member of the Audit Committee 6. Mrs. Panit Pulsirivong Independent Director and Member of the Nomination and Compensation Committee 7. Mr. Piyapong Artmangkorn Director 8. Mr. Suvait Theeravachirakul Director and President 9. Mr. Hatchapong Pokai Director 10. Mr. Atipon Tantivit Director

The number of directors attending the Meeting was proportioned to the total number of directors as 100%.

There were 6 members of the Executive Management present in the Meeting as follows:

1. Mr. Somphol Tripopnart Managing Director, Shopping Center Business 2. Ms. Yupapan Paritranun Senior Executive Vice President, Internal Audit Division 3. Mr. Apichat Kamoltham Senior Executive Vice President, Legal Division 4. Mr. Satit Saisorn Senior Executive Vice President, Operation Division 5. Mrs. Chaninchorn Predeeprompan Senior Executive Vice President, Human Resources Division 6. Mr. Wisarn Sipiyarak Senior Executive Vice President, Leasing and Tenant Relations Management Division

Chairman of the Board informed that in this Meeting, Mr. Apichat Kamoltham, Senior Executive Vice President, Legal Division, was assigned as the secretary of the Meeting in order to take the minutes. Mr. Yingyong Techarungnirun, an independent auditor who was not involved in the Company, was invited to represent the shareholders to witness the vote counting of shareholders in this Meeting.

Before the Meeting was convened, Mr. Apichat Kamoltham explained processes of the Meeting and the voting as follows: 1. The meeting process The Meeting will consider each agenda in order as listed in the Meeting invitation. The directors or related management members will present information about each agenda and provide an opportunity for the shareholders to ask questions and vote. During the vote

- 15 - collecting and counting process, the next agenda will be considered. A resolution of the previous agenda is then announced when the voting result is realized. 2. The voting process When the shareholders ask all the questions for each agenda item, in order to expedite the vote-counting process, Chair of the Meeting will ask shareholders to follow the voting process as follows: (1) The shareholders or proxies who wish to disapprove or abstain from voting on each agenda item should indicate their votes on the ballots, raise their hands and the staff will collect the ballots from the shareholders. (2) The shareholders or proxies who agree neither need to cast votes on the ballots nor have to raise their hands; they will be assumed to approve the agenda item as proposed. 3. The ballots that the shareholders receive will be based on the principle of one share equals one vote. There are 10 ballots in total. 4. The voting The shareholders and proxies are eligible to cast their vote to either approve, disapprove, or abstain from voting on each agenda item; shares cannot be split in order to divided the voting. Exceptions are made for proxy holders for foreign investors who appoint custodians in Thailand to safe-keep their clients’ securities. With these exceptions, split shares for the voting are allowed. 5. The vote counting for each agenda item’s resolution In case that a signature is not given on the ballot, or the ballot is wrongly cast, or over-voting rights are exercised; the ballot will be deemed invalid. The votes in disapproval, abstention, and voided ballots are counted. Then, the total votes cast in disapproval, abstention, and voided ballots will be deducted from the total votes of the shareholders attending the Meeting. The result will be considered the votes in approval of the agenda item. 6. In case that shareholders have questions in the Meeting The shareholders will be asked to submit their question/recommendation forms attached to the end of the ballot to the staff so that they will be used as information in preparing the Meeting’s minutes.

Chairman of the Meeting started the Meeting which was set on the agenda as follows:

Agenda item 1 To approve the minutes of the Annual General Meeting of Shareholders 2020

Chairman of the Meeting asked the Meeting to consider the minutes of the Annual General Meeting of Shareholders 2020 which was held on August 5th, 2020.

The minutes with details were delivered to each shareholder, according to the supporting document for consideration, pages 9 - 55.

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Chairman of the Meeting asked the Meeting to consider each page of the minutes and provided an opportunity for the shareholders to request amendments.

After considering every page of the minutes, no shareholders requested amendments to the minutes.

Chairman of the Meeting asked for the resolution, informing that the shareholders or proxies who wished to disapprove or abstain from voting to fill the information in the ballot for the agenda item 1, and raise the ballot for the staff to collect. For this agenda item, there were additional 16 shareholders and proxies attending the Meeting, holding altogether 177,128 shares. In total, there were 448 attendees in the Meeting, holding altogether 1,213,976,345 shares.

Resolution The agenda item 1 To approve the minutes of the Annual General Meeting of Shareholders 2020, having to have the majority of all votes of the shareholders attending the Meeting and having voting rights as follows:

Approval totaling 1,213,976,345 votes equal the percentage of 100.00000 Disapproval totaling 0 vote equals the percentage of 0.00000 Abstention totaling 0 vote equals the percentage of 0.00000 Voided totaling 0 vote equals the percentage of 0.00000

There was the total of 1,213,976,345 votes for this agenda item, equaling the percentage of 100.00000.

Conclusion The Meeting, by a unanimous vote, approved the minutes of the Annual General Meeting of Shareholders 2020.

Agenda item 2 To consider the approval of the Company’s registered capital decrease from previous registered capital of 2,194,923,000 Baht to new registered capital of 1,694,923,000 Baht by reducing 500,000,000 listed ordinary shares under the General Mandate which par value was 1 Baht per share, that the Company has not allotted the whole amount according to the resolution of the Annual General Meeting 2020.

Chairman of the Meeting announced that the Board deemed appropriate to propose the Extraordinary Meeting of Shareholders No.1/2020 to consider the approval of the Company’s registered capital decrease from the previous registered capital of 2,194,923,000 Baht to the new registered capital of 1,694,923,000 Baht, by reducing 500,000,000 listed ordinary shares under the

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General Mandate which par value was 1 Baht per share, according on the documents for consideration, pages 56 and 59.

Details of the Company’s registered capital decrease Item Before the capital The capital After the capital decrease decrease decrease Registered capital (Baht) 2,194,923,000 500,000,000 1,694,923,000 Par value (Baht per share) 1 1 1 Number of ordinary shares 2,194,923,000 500,000,000 1,694,923,000 (shares)

It was because the Board gave an opinion to propose the Meeting to consider the approval of issuing the warrants to purchase the Company’s ordinary shares No.1 (MBK-W1) on the 4th agenda and to increase the capital in order to support the shareholders’ exercise of such right to purchase ordinary shares. When the Company has not allotted shares of the capital increase under the General Mandate, by law this capital has to be decreased.

Chairman of the Meeting asked the Meeting whether anyone had questions or not.

Mr. Pramote Libratanakul, a shareholder, asked: Now, how is the Debt to Equity Ratio (D/E)?

Ms. Wanpen Rungrojchanathip, answered: The Debt to Equity Ratio as of the end of September, 2020 equals 0.92.

When no shareholders or proxies asked further questions, the shareholders or proxies who wished to disapprove or abstain from voting were asked to fill the information in the ballot for the agenda item 2, sign the ballot, and raise the ballot.

For this agenda item, there were additional 3 shareholders and proxies attending the Meeting, holding altogether 34,000,018 shares. In total, there were 451 attendees, holding altogether 1,247,976,363 shares.

Resolution The agenda item 2 To consider the approval of the Company’s registered capital decrease from previous registered capital of 2,194,923,000 Baht to new registered capital of 1,694,923,000 Baht by reducing 500,000,000 listed ordinary shares under the General Mandate which par value was 1 Baht per share, having to have not less than three fourths of all votes of the shareholders attending the Meeting and having voting rights as follows:

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Approval totaling 1,247,976,363 votes equal the percentage of 100.00000 Disapproval totaling 0 vote equals the percentage of 0.00000 Abstention totaling 0 vote equals the percentage of 0.00000 Voided totaling 0 vote equals the percentage of 0.00000

There was the total of 1,247,976,363 votes for this agenda item, equaling the percentage of 100.00000.

Conclusion The Meeting, by a unanimous vote, approved the Company’s registered capital Decrease from previous registered capital of 2,194,923,000 Baht to new registered capital of 1,694,923,000 Baht by reducing 500,000,000 listed ordinary shares under the General Mandate which par value was 1 Baht per share, as proposed by the Board.

Agenda item 3 To consider the approval of amendments to the Company’s memorandum No.4 in order to correspond to the Company’s registered capital decrease

Chairman of the Meeting announced that in order to correspond to the Company’s registered capital decrease on the agenda item 2, it was deemed that the Extraordianry Meeting of Shareholders No.1/2020 considered the approval of amendments to the Company’s memorandum No.4 The registered capital as follows: “No 4. Registered amount 1,694,923,000 Baht (One thousand six hundred capital ninety four million nine hundred and twenty three thousand Baht) Divided into 1,694,923,000 shares (One thousand six hundred ninety four million nine hundred and twenty three thousand shares) Par value 1 Baht (One Baht) Divided into Ordinary 1,694,923,000 shares (One thousand six hundred shares ninety four million nine hundred and twenty three thousand shares) Preferred --- share (--)” shares

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The Meeting was then asked to consider the approval of the amendments to the Company’s memorandum No.4 in order to correspond to the Company’s registered capital decrease.

Chairman of the Meeting asked the Meeting whether any shareholders or proxies had additional questions or not. When no shareholders or proxies asked further questions, the shareholders or proxies who wished to disapprove or abstain from voting were asked to fill the information in the ballot for the agenda item 3, sign the ballot, and raise the ballot. For this agenda item, there were additional 1 shareholder and proxy attending the Meeting, holding altogether 18,500 shares. In total, there were 452 attendees, holding altogether 1,247,994,863 shares.

Resolution Agenda item 3 To consider the approval of the amendments to the Company’s memorandum No.4 in order to correspond to the registered capital decrease, having to have not less than three fourths of all votes of the shareholders attending the Meeting and having voting rights as follows:

Approval totaling 1,247,994,863 votes equal the percentage of 100.00000 Disapproval totaling 0 vote equals the percentage of 0.00000 Abstention totaling 0 vote equals the percentage of 0.00000 Voided totaling 0 vote equals the percentage of 0.00000

There was the total of 1,247,994,863 votes for this agenda item, equaling the percentage of 100.00000.

Conclusion The Meeting, by a unanimous vote, approved the amendments to the Company’s memorandum No.4 in order to correspond to the capital decrease, as proposed by the Board.

Agenda item 4 To consider the approval of issuing warrants to purchase the Company’s ordinary shares No.1 (MBK-W1), for not exceeding 67,796,920 units, in order for the allocation to the Company’s existing shareholders in proportion to their respective shareholdings

Chairman of the Meeting assigned Mr. Suvait Theeravachirakul, Director and President, to run this agenda.

Mr. Suvait Theeravachirakul informed the Meeting that the Board deemed appropriate that the Extraordinary Meeting of Shareholders No.1/2020 considered the approval of issued the warrants to purchase the Company’s ordinary shares No.1 (MBK-W1) for not exceeding 67,796,920

- 20 - units in order for the allocation to the Company’s existing shareholders in proportion to their respective shareholdings. According to background information about the warrants of MBK-W1 appeared on the documents for consideration, pages 62-67, providing details as follows:

Name of Warrants Warrants to purchase ordinary shares of MBK Public Company Limited No.1 (BMK-W1) Types of Warrants Named certificate and transferable Allocation Method • The warrants were issued and allocated to the existing shareholders of MBK Public Company Limited (“the Company”) in proportion to their respective shareholdings for free of charge, at the ratio of 25 existing shares per 1 unit of the warrant. • Any fractions resulting from the calculation based on the warrants’ allocation of each shareholder will be rounded down. The Board of Directors, or any director who has authority to act on behalf of the Company, or any person that the Board of Company or an authorized director appoints to act as its agent; will consider the exercise of warrants’ necessary terms and conditions. Number of warrants offered for sale Not exceeding 67,796,920 units Offered price per unit 0 Baht (Zero Baht) Term of warrants Not more than 3 years since the issuance date of the warrants Number of shares to support the Not exceeding 67,796,920 shares (The par value is 1 warrants Baht per share.) Exercise ratio 1 unit of warrants per 1 ordinary share, except for change of the exercise ratio according to the rights adjustment. Exercise price 3 Baht The Board of Directors, or any director who has authority to act on behalf of the Company, or any person that the Board of Company or an authorized director appoints to act as its agent; will determine the exercise price and relevant details.

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If the exercise price is adjusted, the exercise price will be not less than the Company’s par value at that time. Warrant issuance date The Board of Directors, or any director who has authority to act on behalf of the Company, or any person that the Board of Company or authorized director appoints to act as its agent; will consider the warrant issuance date. The Company anticipates that the warrants will be issued within the 4th quarter of 2020. Exercise date Every 15th of January, February, March, April, May, June, July, August, September, October, November, and December of every year throughout the term of the warrants. In case that the exercise date is the Company’s holiday, the exercise date will be postponed to the next working day. The Company anticipates the first exercise date will be on January 15th, 2021. The last exercise date of MBK-W1 will be November 15th, 2023. (It lasts not more than 3 years since the issuance date of the warrants.) In case that the last exercise date is on the Company’s holiday, the exercise date will be postponed to the next working day. The Board of Directors, or any director who has authority to act on behalf of the Company, or any person that the Board of Company or authorized director appoints to act as its agent; will determine the last exercise date and its relevant details. Notification for the intention to exercise The warrant holders who wish to exercise their rights to the warrants purchase the Company’s ordinary shares will deliver the notification of the intention to exercise the warrants between 9.30 am and 3.30 pm within 5 working days prior to each exercise date, except for the last exercise date in which its notification period is between 9.30 am and 3.30 pm within 15 working days prior to the last exercise date. When the warrant holders notify the intention to exercise their rights to purchase the Company’s ordinary shares according to MBK-W1, such notification for the intention to exercise the warrants cannot be withdrawn.

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Warrant registrar Thailand Securities Depository Company Limited Secondary market of warrants The Company will list MBK-W1 on Stock Exchange of Thailand (SET). Secondary market of ordinary shares The Company will list new ordinary shares reserved for the reserved for the exercise of warrants exercise of MBK-W1 on SET. Objective of the warrants’ issuance and To provide returns to shareholders instead of dividends, benefits of the allocation of new ordinary resulting that the Company can maintain its working capital shares gained by the Company and reinforce its financial strength for business operations.

Benefits of the capital increase gained In case the warrant holders exercise their rights to purchase by shareholders ordinary shares according to their warrants and they are the Company’s shareholders. The Company’s shareholders will gain relevant benefits resulting from that the Company can use capital gained from exercising the rights to purchase the Company’s ordinary shares according to the warrants. Moreover, the shareholders who exercise their rights to purchase ordinary shares according to MBK-W1 will have the same rights as the Company’s all shareholders such as the right to receive dividends, the right to attend the Meeting of Shareholders, and the right to vote at the Meeting of Shareholders.

The Company would issue and allot MBK-W1 to the Company’s shareholders who had names on the record date on October 22nd, 2020. However, the right determination was subject to change and depended on the approval of this Extraordinary Meeting of Shareholders.

The Board of Directors, or any directors who had authority on behalf of the Company, or any person the Board or an authorized director appointed to act as an agent had the authority to run the operation. (a) To determine rules, conditions, and other details necessary for and relevant to the issuance and allocation of MBK-W1.

(b) To operate and sign permission documents and necessary documents relevant to the issuance of MBK-W1, as well as contacting and submitting permission, clemency requests, such documents and evidence to public agencies or agencies relevant to the issuance MBK-W1, and

- 23 - listing MBK-W1 and capital increased ordinary shares resulting from the exercise of right according to MBK-W1 on SET. ( c) To have authority to have necessary operations relevant to the issuance and appropriation of MBK-W1 in this time.

Mr. Suvait Theeravachirakul asked the Meeting whether anyone had questions or opinions or not.

Mr. Wasan Pongputhamon, a shareholder, inquired as follows: 1. For asking permission for the issuance and the allocation of MBK-W1 for the Company’s shareholders with the determination of names who have rights for the appropriation of MBK-W1 (the Record Date), whether normally the record date should be set and approved first by the Meeting of Shareholders and the record date then should be announce later in order to open the opportunity for the shareholders to consider whether they want to purchase more ordinary shares or not. 2. For the appropriation method of MBK-W1 to MBK’s existing shareholders in proportion to the shareholdings, free of charge, for the calculation of the 25 existing ordinary shares for 1 unit of the warrants. In the calculation, if there are fractions, will such fractions be rounded down or not? And how?

Chairman of the Meeting answered as follows: 1. According to guidelines of SET for the Record Date, 2 ways could be done. To determine the rights for shareholders at the same time or names or shareholders who had rights for the allocation of MBK-W1 (the Record Date) could be arranged after the resolution of the Meeting of Shareholders. For such case, the Board of Directors considered that such operation would help the issuance and the appropriation of MBK-W1 faster. However, the Company gave report to SET so that the shareholders were informed and considered the shares quite long time in advance. 2. For the appropriation of MBK-W1 for the ratio 25 existing ordinary shares for 1 unit of the warrants, if there were fractions resulted from the calculation, they would be rounded down. These rounded down fractions affected the shareholders less because most shareholders held their shares in hundreds, when divided by 25, the number of shares was without a remainder.

Mr. Suvait Theeravachirakul, Director and President, further answered the 1st question: The Company reported the resolution of the Board of Directors No.10/2020: The determination of the date of the Extraordinary Meeting of Shareholders No.1/2020, the capital increase, and the issuance of MBK-W1 for shareholders in proportion to shareholdings to SET on

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October 7th, 2020 in order to inform the shareholders and list names on the shareholder register book in order to indicate who had rights to attend the Extraordinary Meeting of Shareholders No.1/2020 and who had rights to have the appropriation of MBK-W1 (the Record Date) on October 22nd, 2020. The shareholders would approximately have 2 weeks to consider such information about purchasing or selling the shares. When no shareholders or proxies asked further questions, the shareholders or proxies who wished to disapprove or abstain from voting were asked to fill the information in the ballot for the agenda item 4, sign the ballot, and raise the ballot. For this agenda item, there were additional 9 shareholders and proxies attending the Meeting, holding altogether 2,005,220 shares. In total, there were 461 attendees, holding altogether 1,250,000,083 shares.

Resolution Agenda item 4 To consider the approval of the issuance of the warrants to purchase the Company’s ordinary shares No.1 (MBK-W1) not exceeding 67,796,920 units in order to allocate the Company’s existing shareholders in proportion to shareholdings and assign the Board of Directors, or any director who had the authority on behalf of the Company, or any person who the Board or an authorized director assigned to act as an agent to run operations as proposed, having the majority of all votes of shareholders attending the Meeting and having voting rights as follows:

Approval totaling 1,249,999,083 votes equal the percentage of 99.99992 Disapproval totaling 0 vote equals the percentage of 0.00000 Abstention totaling 1,000 0 votes equals the percentage of 0.00008 Voided totaling 0 vote equals the percentage of 0.00000

There was the total of 1,250,000,083 votes for this agenda item, equaling the percentage of 100.00000.

Conclusion The Meeting, by the majority of 99.99992% of all votes of the shareholders attending the Meeting and having voting rights, approved the issuance of the Company’s warrants to purchase ordinary shares No.1 (MBK-W1) not exceeding 67,796,920 units in order to allocate the Company’s existing shareholders in proportion to shareholdings, as proposed by the Board. Agenda item 5 To consider the approval of the Company’s registered capital increase in order to support the exercise of right to purchase ordinary shares according to the Company’s warrants, from previous registered capital of 1,694,923,000 Baht to new registered capital of 1,762,719,920 Baht, by issuing new ordinary shares not exceeding 67,796,920 share with the par value of 1 Baht per share. - 25 -

Chairman of the Meeting informed the Meeting that the Board of Directors deemed appropriate to propose the Extraordinary Meeting of Shareholders No.1/2020 to consider the approval of the Company’s registered capital increase in order to support the exercise of right to purchase ordinary shares according to the Company’s warrants, from previous registered capital of 1,694,923,000 Baht to new registered capital of 1,762,719,920 Baht, by issuing new ordinary shares not exceeding 67,796,920 shares with the par value of 1 Baht per share, as appeared in documents for consideration, pages 56 - 61.

Details of the Company’s registered capital increase in order to support the exercise of right to purchase ordinary shares according to MBK-W1 as follows:

Item Before the The capital After the capital capital increase increase increase Registered capital (Baht) 1,694,923,000 67,796,920 1,762,719,920 Par value (Baht per share) 1 1 1 Number of ordinary shares 1,694,923,000 67,796,920 1,762,719,920 (shares)

Chairman of the Meeting asked the Meeting whether any shareholders or proxies had additional questions or not. When no shareholders or proxies asked further questions, the shareholders or proxies who wished to disapprove or abstain from voting were asked to fill the information in the ballot for the agenda item 5, sign the ballot, and raise the ballot. For this agenda item, there were additional 1 shareholder and proxy attending the Meeting, holding altogether 18,500 shares. In total, there were 452 attendees, holding altogether 1,247,994,863 shares.

Resolution Agenda item 5 To consider the approval of the Company’s registered capital increase in order to support the exercise of right to purchase ordinary shares according to the Company’s warrants, from previous registered capital of 1,694,923,000 Baht to new registered capital of 1,762,719,920 Baht, by issuing new ordinary shares not exceeding 67,796,920 share with the par value of 1 Baht per share, having to have not less than three fourths of all votes of the shareholders attending the Meeting and having voting rights as follows:

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Approval totaling 1,249,890,183 votes equal the percentage of 99.99121 Disapproval totaling 108,900 votes equals the percentage of 0.00871 Abstention totaling 1,0000 votes equals the percentage of 0.00008 Voided totaling 0 vote equals the percentage of 0.00000

There was the total of 1,250,000,083 votes for this agenda item, equaling the percentage of 100.00000.

Conclusion The Meeting, by the majority of 99.99121% which was not less than three fourths of all votes of the shareholders attending the Meeting and having voting rights, approved the Company’s registered capital increase from the previous registered capital of 1,694,923,000 Baht to the new registered capital of 1,762,719,920 Baht, by issuing new ordinary shares not exceeding 67,796,920 shares, with the par value of 1 Baht, as proposed by the Board.

Agenda item 6 To consider the approval of the Company’s registered capital increase under the General Mandate from the previous registered capital of 1,762,719,920 Baht with the par value of 1 Baht

Chairman of the Meeting informed the Meeting that the Board of Directors deemed appropriate to propose the Extraordinary Meeting of Shareholders No.1/2020 in order to consider the approval of the Company’s registered capital increase under the General Mandate from the previous registered capital of 1,762,719,920 Baht to the new registered capital of 2,262,719,920 Baht, by issuing 500,000,000 capital increased ordinary shares with the par value of 1 Baht, as appeared in the documents for consideration, pages 56 - 61.

Details of the Company’s registered capital increase under the General Mandate

Item Before the capital The capital increase After the capital increase increase Registered capital 1,762,719,920 500,000,000 2,262,719,920 (Baht) Par value ( Baht per 1 1 1 share) Number of ordinary 1,762,719,920 500,000,000 2,262,719,920 shares (share)

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The Company’s such registered capital increase was to respond to the conservative policy on financial management. If any situation beyond expectation arises in the future, the Company is able to have backup from its conservative financial policy so that it can have flexibility and does not have an effect on normal operations. The Meeting was then asked to consider the approval of the Company’s registered capital increase under the General Mandate from the previous registered capital of 1,762,719,920 Baht to the new registered capital of 2,262,719,920 Baht by issuing 500,000,000 new ordinary shares with the par of 1 Baht.

Chairman of the Meeting asked the Meeting whether anyone had questions or opinions or not.

Mr. Pramote Libratanaskul, a shareholder, asked: As informed, the Company has its Debt to Equity Ratio at 0.92. Why does the Company want to increase its capital by issuing MBK-W1? If the capital increase is needed, whether it can be done through loans instead in order to maintain the Debt to Equity Ratio to equal to or close to 1 or not?

Chairman of the Meeting answered: For this time, loans taking is inappropriate because of the effect of the outbreak of Corona Virus 2019 (COVID-19) which has been outspreading throughout the world. Nowadays, it is cannot clearly anticipated whether there will be the outbreak’s second wave in Thailand or not. The production and distribution of vaccine to various countries have to take quite long time because the production has to start first in US. However, Thai government allows Siam Bioscience Company Limited to be the the producer and developer of such vaccine. However, with the limited production capacity, it may produce the volume of vaccine for the whole Thai citizens inadequately. Until back to normal and situations can be controllable, it is anticipated that it may take more than a year. Therefore, the Board of Directors has to have conservative financial management because many businesses of the Company have not recovered yet such as the Hotel and Tourism Business and the Shopping Center Business. Except for the Financial Business, micro finance and hire purchase for motorcycles have increasing growth. The Company then has financial backup for the business expansion of such businesses by utilizing converting the warrants (MBK-W1) into ordinary shares. The Company will have increased capital of approximately 200 million Baht only.

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For this agenda item, there were additional 3 shareholders and proxies attending the Meeting, holding altogether 4,102,002 shares. In total, there were 464 attendees, holding altogether 1,254,102,085 shares.

Resolution Agenda item 6 To consider the approval of the Company’s registered capital increase under the General Mandate from the previous registered capital of 1,762,719,920 Baht to the new registered capital of 2,262,719,920 Baht, by issuing 500,000,000 new ordinary shares with the par value of 1 Baht, having not less than three fourths of all votes of the shareholders attending the Meeting and having voting rights as follows:

Approval totaling 1,254,101,880 votes equal the percentage of 99.99998 Disapproval totaling 205 votes equals the percentage of 0.00002 Abstention totaling 0 vote equals the percentage of 0.00000 Voided totaling 0 vote equals the percentage of 0.00000

There was the total of 1,254,102,085 votes for this agenda item, equaling the percentage of 100.00000.

Conclusion The Meeting, by the majority of 99.99998 which was not less than three fourths of all votes of the shareholders attending the Meeting and having voting rights, approved the Company’s registered capital increase under the General Mandate from the previous registered capital of 1,762,719,920 Baht to the new registered capital of 2,262,719,920 Baht, by issuing 500,000,000 new ordinary shares with the par value of 1 Baht, as proposed by the Board.

Agenda item 7 To consider the approval of amendments to the Company’s memorandum No.4 in order to respond to the Company’s registered capital increase

Chairman of the Meeting informed the Meeting that in order to respond to the Company’s registered capital increase on the agenda items 5 and 6, it was deemed appropriate to ask the Extraordinary Meeting of Shareholders No.1/2020 to consider the approval of amendments to the Company’s memorandum No.4 The registered capital in order to respond to the Company’s registered capital increase as follows:

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“No. Registered Amount 2,262,719,920 Baht Two thousand two 4 capital hundred sixty two million seven hundred nineteen thousand nine hundred and twenty Baht) Divided into 2,262,719,920 shares (Two thousand two hundred sixty two million seven hundred nineteen thousand nine hundred and twenty shares) Par value 1 Baht (One Baht) Divided into Ordinary shares 2,262,719,920 shares (Two thousand two hundred sixty two million seven hundred nineteen thousand nine hundred and twenty shares) Preferred shares --- share (--)”

The Meeting was asked to consider the approval of amendments to the Company’s memorandum No.4 in order to respond to the registered capital increase.

Chairman of the Meeting asked the Meeting whether anyone had questions or opinions or not. When no shareholders or proxies asked further questions, the shareholders or proxies who wished to disapprove or abstain from voting were asked to fill the information in the ballot for the agenda item 7, sign the ballot, and raise the ballot. For this agenda item, there were additional 1 shareholder and proxy attending the Meeting, holding altogether 1 share. In total, there were 465 attendees, holding altogether 1,254,102,086 shares.

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Resolution Agenda item 7 To consider the approval of amendments to the Company’s memorandum No.4 in order to respond to the registered capital increase, by not less than three fourths of all votes of the shareholders attending the Meeting and having voting rights as follows:

Approval totaling 1,254,102,086 votes equal the percentage of 100.00000 Disapproval totaling 0 vote equals the percentage of 0.00000 Abstention totaling 0 vote equals the percentage of 0.00000 Voided totaling 0 vote equals the percentage of 0.00000

There was the total of 1,254,102,086 votes for this agenda item, equaling the percentage of 100.00000.

Conclusion The Meeting, by a unanimous vote, approved the amendments to the Company’s memorandum No.4 in order to respond to the registered capital increase, as proposed by the Board.

Agenda item 8 To consider the approval of the appropriation of the Company’s capital increased ordianry shares, for an amount of not exceeding 67,796,920 shares, in order to support the exercise of right to purchase ordinary shares according MBK-W1 which was issued for the Company’s existing shareholders in proportion to shareholdings

Chairman of the Meeting assigned Mr. Suvait Theeravachirakul, Director and President, to run this agenda item. Mr. Suvait Theeravachirakul informed that in order to correspond to the Company’s registered capital increase on the agenda item 5, it was deemed appropriate that the Extraordinary Meeting of Shareholders No.1/2020 considered the approval of the appropriation of the Company’s capital increased ordinary shares, for an mount of not exceeding 67,796,920 shares, in order to support the exercise of right to purchase ordinary shares according to MBK-W1 which would be issued for the Company’s existing shareholders in proportion to shareholdings. The details would be what were mentioned on the agenda item 4. Details of the allocation of capital increased ordinary shares were attached to the report of the capital increase (F53-4) as appeared in the documents for consideration, pages 56 - 61. Chairman of the Meeting asked the Meeting whether anyone had questions or opinions or not. When no shareholders or proxies asked further questions, the shareholders or proxies who wished to disapprove or abstain from voting were asked to fill the information in the ballot for the agenda item 8, sign the ballot, and raise the ballot.

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For this agenda item, there were additional 1 shareholder and proxy attending the Meeting, holding altogether 6 shares. In total, there were 466 attendees, holding altogether 1,254,102,092 shares.

Resolution Agenda item 8 To consider the approval of the appropriation of the Company’s capital- increased ordianry shares, for an amount of not exceeding 67,796,920 shares, in order to support the exercise of right to purchase ordinary shares according MBK-W1 which was issued for the Company’s existing shareholders in proportion to shareholdings, having the majority of all votes of the shareholders attending the Meeting and having righting votes as follows:

Approval totaling 1,254,102,092 votes equal the percentage of 100.00000 Disapproval totaling 0 vote equals the percentage of 0.00000 Abstention totaling 0 vote equals the percentage of 0.00000 Voided totaling 0 vote equals the percentage of 0.00000

There was the total of 1,254,102,092 votes for this agenda item, equaling the percentage of 100.00000.

Conclusion The Meeting, by a unanimous, approved the appropriation of the Company’s capital- increased ordinary shares, for an mount of not exceeding 67,796,920 shares, in order to support the exercise of right to purchase ordinary shares according to MBK-W1, as proposed by the Board.

Agenda item 9 To consider the approval of the appropriation of the Company’s capital increased ordinary shares in order to support the registered capital increase under the General Mandate, for an amount not exceeding 500,000,000 shares, with the par value of 1 Baht

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• The appropriation of capital increased ordinary shares, for an amount of not exceeding 500,000,000 shares or 29.50% of paid-up capital, in order to be offered to the existing shareholders in proportion to shareholdings.

The authorization was given to the Board of Directors so that the Board would consider the allocation and offering for sale for one time or divided into several parts for several times, as well as authority to run necessary operations relevant to the offering of such capital increased ordinary shares such as determining the date for rights entitlement (XR Date), objectives of the offering of capital increased ordinary shares, determining the offering price, the offering’s period, the appropriation’s ratio, the appropriation method and payment method, changes of the offering’s period, subscription, receiving payment for capital increased ordinary shares, determining conditions and details of the offering of the capital increased ordinary shares as deemed appropriate, amendments to words or statements in documents, the report of General Meeting of Shareholders, the memorandum and/or request, and/or any operations in order to comply with the registrar’s order for the application of the Company’s registered capital increase submitted to the Department of Business Development, the Ministry of Commerce, in terms according to payments of subscribers each time, including taking capital increased ordinary shares to be listed on SET, and submitting documents as evidence to the Securities and Exchange Commission (SEC), the Stock Exchange of Thailand (SET), the Ministry of Commerce, and other relevant agencies. For the appropriation of capital increased ordinary shares for shareholders under the General Mandate, it had to be done within the date which the Company held the next Annual General Meeting or within the date stipulated by law to hold the next Annual General Meeting. It depended on which date came first, as appeared in the document for consideration, pages 56 and 58.

Chairman of the Meeting asked the Meeting whether anyone had questions or opinions or not. When no shareholders or proxies asked further questions, the shareholders or proxies who wished to disapprove or abstain from voting were asked to fill the information in the ballot for the agenda item 9, sign the ballot, and raise the ballot. For this agenda item, there were additional 1 shareholder and proxy attending the Meeting, holding altogether 5,000 shares. In total, there were 467 attendees, holding altogether 1,254,107,092 shares.

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Resolution Agenda item 9 To consider the approval of the appropriation of the Company’s capital increased ordinary shares in order to support the registered capital increase under the General Mandate, for an amount not exceeding 500,000,000 shares, with the par value of 1 Baht, having the majority of all votes of the shareholders attending the Meeting and having voting rights as follows:

Approval totaling 1,246,192,014 votes equal the percentage of 99.36887 Disapproval totaling 7,915,078 votes equals the percentage of 0.63113 Abstention totaling 0 vote equals the percentage of 0.00000 Voided totaling 0 vote equals the percentage of 0.00000

There was the total of 1,254,107,092 votes for this agenda item, equaling the percentage of 100.00000.

Conclusion The Meeting, by the majority of 99.36887% of all votes of the shareholders attending the Meeting and having voting rights, approved the appropriation of the Company’s capital increased ordinary shares in order to support the registered capital increase under the General Mandate, for an amount not exceeding 500,000,000 shares, with the par value of 1 Baht, as proposed by the Board.

Agenda item 10 Other considerations (if any)

Chairman of the Meeting asked the Meeting that there were no other items for consideration, then, whether any shareholders had questions or opinions or not.

Mr. Piyapong Prasatthong, a shareholder, inquired: How does the situation of the outbreak of Corona virus 2019 (COVID-19) have an impact on the Company since the closing of shopping centers until now because foreigners have not come back for normal travelling? Therefore, how much is MBK’s income affected?

Mr. Suvait Theeravachirakul, Director and President, answered: Mr. Suvait reported the performance of the Company’s business operations for 9 months, ending on September 30th, 2020, with details as follows:

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The Income Statement Unit : Million Baht

For 9 months, ending on September 30th 2020 2019 Increased/ Decreased 1) Income from operations 6,218 7,743 (1,525) (20%) 2) Profit from operations 493 1,146 (653) (57%) 3) Profit share (loss) from investments in (308) 573 (881) (154%) associated companies and joint venture 4) Other income 568 404 164 41% 5) Financial expenses (474) (261) (213) (82%) 6) Corporate income tax (151) (267) 116 43% 7) Net profit (loss) 128 1,595 (1,467) (92%) 8) Loss/ (profit) of stakeholders who do (32) 8 (40) (500%) not have power to control over subsidiaries 9) Net profit (loss) of shareholders’ 96 1,603 (1,507) (94%) equity 10) Net profit (loss) per share (Baht) 0.07 1.21 (1.14) (94%)

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Income from Business Operations- According to each business unit Unit : Million Baht

Business unit For 9 months, ending September 30th 2020 2019 Increased/ Decreased 1 The Shopping Center 1,864 2,942 (1,078) (37%) Business 2 The Hotel and Tourism 393 967 (574) (59%) Business 3 The Golf Business 240 349 (109) (31%) 4 The Real Estate 165 269 (104) (39%) Business 5 The Food Solution 1,325 1,499 (174) (12%) Business 6 The Financial Business 1,843 1,704 139 8% 7 The Other Business 387 10 377 3,770% (AAA) 8 The Corporate 1 3 (2) (67%) Supporting Center Total 6,218 7,743 (1,525) (20%)

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EBITDA – According to each business unit Unit : Million Baht

For 9 months, ending September 30th Business unit 2020 2019 Increased/ Decreased 1 The Shopping Center 956 1,722 (766) (44%) Business 2 The Hotel and Tourism (75) 242 (317) (131%) Business 3 The Golf Business 51 114 (63) (55%) 4 The Real Estate (8) (23) 15 65% Business 5 The Food Solution 15 (13) 28 215% Business 6 The Financial Business 616 547 69 13% 7 The Other Business 171 6 165 2,750% (AAA) 8 The Corporate (12) 3 (15) (500%) Supporting Center Total 1,714 2,598 (884) (34%)

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EBIT – According to each business unit Unit : Million Baht

For 9 months, ending September 30th Business unit 2020 2019 Increased/ Decreased 1 The Shopping Center 26 596 (570) (96%) Business 2 The Hotel and Tourism (216) 34 (250) (735%) Business 3 The Golf Business (15) 45 (60) (133%) 4 The Real Estate (20) (35) 15 43% Business 5 The Food Solution (4) (36) 32 89% Business 6 The Financial Business 604 533 71 13% 7 The Other Business 131 6 125 2,083% (AAA) 8 The Corporate (13) 3 (16) (533%) Supporting Center Total 493 1,146 (653) (57%)

From such performance, the business units which have been affected are as follows:

The Shopping Center Business has been quite affected by the order for closing the shopping centers, resulting in the profit’s decrease in approximately 766 million Baht, particularly MBK Center which its main services users are foreigners who until now cannot come back to Thailand. Therefore, MBK Center has been rather highly affected. The Hotel and Tourism Business has been directly affected by the country’s lockdowns. Particularly, Patumwan Princess Hotel which main guests are foreign tourists. However, the hotel situated in Phuket has gained income but not fully recovered yet. The Golf Business in Phuket does not have many golfers, while golf courses in Patum Thani have been affected by previous lockdowns. Now, they are re-open but not fully recovered. Their income decreases by approximately 10%.

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The Food Solution Business Mah Boonkrong rice business has not been much affected, while food court business has been affected by the order for closing during COVID-19. The Financial Business Credit services have continuous growth and tend to expand more in the future. The Company has tried to reduce costs, including employees’ costs, which led to cut costs of more than 240 million Baht. Regarding public utility, the Company could save approximately 70 million Baht, while the Group’s advertisement budget could be saved by more than 600 million Baht. Moreover, Chulalongkorn University considered to decrease rental fee for MBK for approximately 196 million Baht and in the 3rd quarter, the rental fee was reduced by approximately 137 million Baht.

Mr. Niti Chotejitiseth, a shareholoder, inquired: For Tokyu Department Store cancelled the space rental in MBK Center, I would like to know how the Company plans to do? And whether are there any new tenants for replacement or not?

Mr. Suvait Theeravachirakul, Director and President, answered: Tokyu Department Store notified to cancel the space rental before the termination of the renewed lease contract. According to the lease contact, the tenant had to inform the Company 1 year in advance before the termination of the lease contract. When it was affected by COVID-19 situation and political unrest, Tokyu Department Store decided to cancel the contract. Initially, the Company would take care of such space in order to continue opening, as well as planning to renovate MBK Center. Previously, MBK Center focused on depending less on foreign tourists. The Company planned to renovate spaces inside the Center to match changing situations better by adjusting products and services to satisfy Thai customers more and also support foreign tourists.

Mr. Niti Chotejitiseth, a shareholoder, inquired: Income in the 3rd quarter was higher than income in the 2nd quarter but why was profit in the 3rd quarter less than profit in the 2nd quarter?

Ms. Wanpen Rungrojchanathip answered: In the 2nd quarter, net profit was 37 million Baht, while in the 3rd quarter, net loss was 122 million Baht because in the 2nd quarter, the Company paid decreased rental fee to Chulalongkorn University. This decreased rental fee was used to adjust the costs in the financial statement in the 2nd quarter, while in the 3rd quarter, the Company also received decreased rental fee from Chulalongkorn University but notification was delayed. Therefore, the decreased rental fee could not be recorded in the financial statement in the 3rd quarter. However, such decreased rental would be used as the costs’ reduction in the financial statement in the 4th quarter instead. - 39 -

Mr. Niti Chotejitiseth, a shareholoder, inquired: Whether does the Board of Director plan to run other additional business or not?

Mr. Suvait Theeravachirakul, Director and President, answered: The Board of Directors has regularly considered new business but during this time, there is no new business plan.

Mr. Niti Chotejitiseth, a shareholoder, inquired: When is it expected when the foreign tourist will come back to consume services?

Mr. Suvait Theeravachirakul, Director and President, answered: In overall, it was expected that it would be fully recovered to be back normal around in 2022 because there would be vaccine for COVID-19 but a quite long time for recovery was expected.

Mr. Piyapong Prasatthong, a shareholder, asked: How can the income’s proportion of MBK Life Assurance Public Company Limited help business?

Mr. Suvait Theeravachirakul, Director and President, answered: Investments from life insurance business would be recorded by Mark to Market method (the calculation of value of net assets which reflect the fair value of market price.) and by more allowance for doubtful accounts because it invested in airlines’ corporate bonds which caused a decrease in investments.

Mr. Tongkorn Nonsirweerachai, a shareholder, inquired: 1. For MBK Center, now what is the percentage of rental occupancy because there are a lot of empty space? 2. For Tokyu Department Store which will close down in January 2021, I would like to know will it close down permanently or can the Company find another tenant to replace Tokyu Department Store? 3. For the opening of Siam Premium Outlets Bangkok during COVID-19, how much is it affected? 4. When will be the due date of the lease contract for space rental between MBK Center and Property Management of Chulalongkorn University (PMCU)?

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Mr. Suvait Theeravachirakul, Director and President, answered: 1. The rental spaces inside MBK Center, nowadays, the rental occupancy rate is approximately 82% of all spaces. The spaces on the 5th and the 6th floors are temporarily closed for renovation for co-working spaces. Main of the spaces are renovated to be educational institutes. It is anticipated that they will be open within January 2021. Today, MBK Center reduces rental fees at the average of approximately 50%. The Property Management of Chulalongkorn University reduces the rental fees by approximately 40-50% as well. 2. For the management of rental space of Tokyu Department Store, the Company initially plans to have space management in order to provide continuous services without leaving it as an empty space. 3. For the opening of Siam Premium Outlets Bangkok, during first 2 months, it was welcome better than expectation because at that time, there were lockdowns. Travelling outbound could not be done and this led quite a lot of customers. During the 3rd and the 4trh months, it was found that the number of customers was lower than expectation. 4. The lease contract between MBK Center and Chulalongkorn University will remain approximately 13 years and will terminate in 2033.

Mr. Kriangkrai Kowitvisit, a shareholder, asked as follows: 1. How much does income gained from Tokyu Department Store’s rental fee? 2. The hire purchase of motorcycles, nowadays, several companies try to enter the competition. I would like to know which strategy MBK will use in order to gain advantage in the long term because some companies begin to use the AI technology to support the system more. 3. Whether is such credit under supervision of Bank of Thailand or not? I would like to be informed what is the ratio of allowance for doubtful accounts to non-performing loans (Coverage Ratio).

Mr. Suvait Theeravachirakul, Director and President, answered: 1.The rental fee paid by Tokyu Department Store was approximately 6 million Baht per month. For such amount, it is expected that MBK can be able to continue management. 2. For hire purchase of motorcycles business, the Company has its policy to provide more services in areas which the Company is expert at management, screening performing loans, and controlling and following non-performing loans efficiently.

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Mr. Suphadej Poonpipat, Vice Chairman and Chairman of the Nomination and Compensation Committee, answered the 3rd question: Hire purchase of motorcycles is not under supervision of Bank of Thailand. The Company has operated this business more than 10 years and dominated the market continuously. This market’s size is more than 8,000 million Baht but has not spread all over the country like other companies. The Company has considered offering credit by employing the Credit Scoring system for screening debtors. The system provides flexibility and changeability according to each area. This year, it is anticipated that profit of more than 200 million Baht will be earned. For the coverage ration and allowance for doubtful accounts will be set according to accounting standards as International Financial Reporting Standard (IFRS9), providing for customers who have outstanding debts for over 6 months.

Mr. Piyapong Prasatthong, a shareholder, asked: From the agenda item 6 To consider the approval of the Company’s registered capital increase under the General Mandate, whether does the Company have its objective to use capital in order to increase business growth or not?

Mr. Suvait Theeravachirakul, Director and President, answered: In case that the Company increases its capital by issuing the Company’s warrants, if every shareholder exercises their rights, the Company will gain approximately 200 million Baht from its convertible warrants. The Company will reserve this amount of money. If such money is used to for the investment in business, it may not be sufficient for the investment. Therefore, this is not an objective of the capital increase to invest in business growth. For capital increase under the General Mandate for an amount of 500 million Baht as requested is reserved for any case beyond expectation occurs in the future, the Company will use this money as backup for its conservative financial management in order to provide flexibility without affecting normal operations.

Mr. Parinya Thianworn, a shareholder, inquired: Now, how is the situation of Siam Piwat Company Limited’s investment in the Shopping Center Business?

Mr. Suvait Theeravachirakul, Director and President, answered: For Siam Piwat Company Limited’s Shopping Center Business in terms of Siam Paragon, Siam Center, Siam Discovery all urban shopping centers, in a big picture, have been affected quite a lot because of the situation of COVID-19 causing a sharp decrease in foreign tourists but have been better than MBK Center’s situation. Icon Siam has also been affected. Shopping centers in the suburbs - 42 - such as Paradise Park and the Nine Center was been affected only when being closed by the government’s order. When they are re-open, customers come back to use services at almost back to normal.

Mr. Wasan Pongputhamon, a shareholder, inquired: 1. According to the previous General Meeting of Shareholders, the management team informed that part of hotels would be adapted to provide services as apartments in order to generate more income. I would like to be informed how the operations were. 2. For the hotels’ available guestrooms, has the Board of Directors considered to provide these guestrooms for the project called “We travel together”? 3. Whether does the Hotel and Tourism Business have a plan to adapt the hotels to be an alternative state quarantine or not? 4. Income from the Auto Auction had not quite growth, while other companies, in turn, had much growth. What was the cause? 5. Whether will the half reduction of rental fees for MBK Center’s tenants remain till the year’s end or not? Or are the rental fees already rebounded? 6. For the lease contract of Tokyu Department Store, whether does the Company extend its term of leasing or not? How? And when Tokyu Department Store cancelled the lease contract 1year before the termination of the lease contract, whether does the Company have a plan or not?

Mr. Suphadej Poonpipat, Vice Chairman and Chairman of the Nomination and Compensation Committee, answered as follows: 1. Patumwan Princess Hotel, with all 455 guestrooms, has provided part of the Hotel’s approximately 60 guestrooms as serviced apartments on the Hotel’s 9th-14th floors. In past 2 months after the Hotel’s reopening, there were not many guests because there was fierce competition, it took quite time to conduct marketing, and high price if compared with other hotels. The Hotel also has had a management plan in order to cut costs. 2. Now, the Hotel has already participated in the project called “We travel together.” However, most guests are Thai people who come to stay overnight in Bangkok usually find guestrooms at not too high price level. The Hotel has also reduced the price, when compared with other hotels at the same level, but cannot reduce the price sharply because it cannot cover the Hotel’s costs. Different to hotels upcountry, they can reduce the price quite a lot.

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3. The Board of Directors has not have a policy to adapt the Hotel to be an alternative state quarantine because it will have an impact on existing guests. Also, because the Hotel’s location is around the shopping center’s area, this is inappropriate. Moreover, the concept of the alternative state quarantine for hotels upcountry is very sensitive to communities and local organizations such as Subdistrict Administrative Organizations (SAOs) which usually disagree with this concept.

Mr. Suvait Theeravachirakul, Director and President, answered: 4. The Company’s Auto Auction Business has much better revenue. Overall, the business can grow well, not inferior to other companies. I would like to further give a report on the Hotel and Tourism Business regarding high costs which appeared on the report. In the financial statement in the 3rd quarter of 2020, the reduced rental fee being considered by Property Management of Chulalongkorn University was not recognized. The reduction cannot be done within 1 time but such reduction has to be gradually recognized. 5. The space’s rental fees within MBK Center, until now, have been averagely reduced by 50% for tenants. This reduction may remain until the end of this year in order to relieve the burden of MBK Center’s tenants. In the future, if possible, some potential tenants may be asked for cooperation for rental fees to rebound.

Chairman of the Meeting answered the 6th question: For Tokyu Department Store, the seizure of the deposit and other details have been under negotiation. The Company is rather affected. However, lately Tokyu Department Store may not be a highlight to attract both Thai and foreign customers. Therefore, it can be viewed as an appropriate period to improve such area.

Ms. Pojnarin Kaewmanee, a shareholder, inquired: From the income statement regarding the Food Solution Business, the turnover was quite good. Therefore, whether does the Company possibly focus on expanding the Food Solution Business further or not? Nowadays, many restaurants are guaranteed by Michelin stars. Is it possible to attract tourists or other target groups of customers to come in because Michelin Stars is the world-class standard by utilizing existing resources in order to earn more profits?

Chairman of the Meeting answered: The Company may not be particularly skillful at the food business, which is different from the rice business. The food business has fierce competition. For running food courts, nowadays, 2 food courts are available Food Legends by MBK on the 6th floor of MBK Center and Samyan Food Legends by MBK located at Samyan Mitrtown which does not earn much profit because of the current situation - 44 - causing fewer foreign tourists. Therefore, building business which depends on foreigners is inappropriate at this time, as well as a number of competitors of the food court business increase and some Thai people change their consumption behavior. Therefore, the Company has to develop business operation plans continuously.

Mr. Sirichai Thanalapcharoen, a shareholder, asked: For the lease contract between MBK Center and Chulalongkorn University, I would like to know that after 13 years, whether will the contract renew or not? How is a tendency in the future? How much will the renewal of the lease contract take risk?

Chairman of the Meeting answered: Now, it is not set in the business plan whether there is the renewal of the lease contract with Chulalongkorn University because it takes quite long time. The possibility to renew the lease contract is rather high. Chulalongkorn University does not probably run management by itself. The new lease contract does not specify negotiations like the first lease contract. It may have an open bid for price. MBK possibly has advantage of this bid. Is there any attendee who wants to propose other issues to the Meeting for consideration?

(If any, according to Public Limited Companies Act, shareholders whose shares have to counted altogether not less than one third of all shares 564,974,333.33 shares propose for consideration, the Meeting then can consider proposed issues.)

Chairman of the Meeting thanked all shareholders who attended the Meeting and had confidence in the Board of Directors for business operations.

Eventually, if there were no further questions or any suggestions made by the shareholders, Chairman of the Meeting then declared the Meeting adjourned.

The Meeting was adjourned at 3.34 pm.

Sign Chairman of the Meeting (Mr. Banterng Tantivit)

Sign Secretary of the Meeting (Mr. Apichat Kamoltham) Minutes Taker

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Supporting Document

Annual General Meeting of Shareholders for the year 2021

Agenda 5 To appoint the directors to replace those whose tenures end

1. In line with Article 17 of the Company’s Articles of Association, one-third of the total number of the directors will retire by rotation at the annual ordinary meeting. If the number of the directors is not divisible by three, the number close to one third will be used. At the Annual General Meeting of Shareholders for the Year 2019, there are four retiring directors. These include, Mr. Kasama Punyagupta, Mr. Suwit Rojanavanich, Mr. Suvait Theeravachirakul and Mr.Hatchapong Phokai

2. Criteria and method of selecting the directors of the Company: Candidates must have at least a Bachelor’s degree and must be selected by the Company’s Nomination and Remuneration Committee.

3. Definition and Qualifications of Independent Directors; MBK Public Company Limited has defined the definition of the independent directors which comply with the minimum rules of Securities and Exchange Commission, Thailand (SEC) and The Stock Exchange of Thailand (SET).

Qualifications of Independent Directors;

1. Not to hold more than 1 percent of the voting shares of the Company, subsidiaries, joint-venture companies, major shareholders, or people who have control authority of the Company. In any respect, shareholding of people who have connections with such independent director is counted.

2. Not to be or used to be a director who take part in being an executive, an officer, an employee, a consultant being paid a fixed salary or having control authority of the Company, subsidiaries, joint-venture companies, major shareholders, or people who have control authority of the Company, with the exception of being discharged from mentioned above characteristics not less than 2 years before the appointment date. In any respect, the prohibition does not include a case that an independent director used to be a government officer or a consultant for the government sector which is a major shareholder or has control authority of the Company.

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3. Not to be related by blood or by legal registration as a parent, a spouse, siblings, children, and including spouses of children of an director, an executive, a major shareholder, a person who has control authority, or a person who is appointed as an director, an executive or a person having control authority of the Company or its subsidiaries.

4. Not to have a business relationship with the Company, subsidiaries, joint-venture companies, major shareholders, or people who have control authority of the Company which may render an director to be unable to give an independent opinion, including not to be or used to be a shareholder with significance or a person who has control authority of people who have a business relationship with the Company, subsidiaries, joint-venture companies, major shareholders, or people who have control authority of the Company, with the exception of being discharged from mentioned above characteristics not less than 2 years before the appointment date.

5. Not to be or used to be an auditor of the Company, subsidiaries, joint-venture companies, shareholders, people who have control authority of the Company, and not to be a shareholder with significance, a person who has control authority, or a partner in an audit firm where auditors of the Company, subsidiaries, joint-venture companies, shareholders, or people having control authority work for, with the exception of being discharged from mentioned above characteristics not less than 2 years before the appointment date.

6. Not to be or used to be a provider for any professional service, including legal or financial consulting which its consulting fee is paid for more than THB 2 million per year from the Company, subsidiaries, joint-venture companies, shareholders, or people who have control authority of the Company, and not to be a shareholder with significance, a person who has control authority, or a partner of such professional services provider, with the exception of being discharged from mentioned above characteristics not less than 2 years before the appointment date.

7. Not to be a director whom is appointed to be a representative of a director of the Company, major shareholders, or shareholders who are related to major shareholders. Mr. Kasama Punyagupta, Mr. Suwit Rojanavanich, Ms. Suvait Theeravachirakul and Mr. Hatchapong Phokai should be re-appointed to continue their positions as Directors. These 4 nominated Directors have full qualifications according to the Public Limited Company Act B.E.2535 and their knowledge and experiences in businesses related to the Company’s operations can help contribute to the development of the Company. They are appropriate for working as the Company’s Directors. The Board considered that the appointment of

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Mr. Kasama Punyagupta, Ms. Suvait Theeravachirakul and Mr. Hatchapong Phokai to continue their positions as Directors in the companies which operate the same businesses as the Company will not cause any damages to the Company.

The said persons, who have been elected as the director of the company, have passed the screen process of the Board of Directors that to be qualified persons. Due to the Board of Directors have considered any persons who will take a position as Audit Committee but no one has qualified. Therefore, the Directors have nominated Mr. Kasama Punyagupta, who has taken a position of Audit Committee about 3 years and Mr. Suwit Rojanavanich who has taken a position of Audit Committee about 2 years as Audit Committee once again. He has skill and experience in the position of Audit Committee and can freely advise accordance with the concern rule. Hence, Mr. Kasama Punyagupta and Mr. Suwit Rojanavanich has nominated as Audit Committee for 3 years and will expire on 2024 A.D And when Mr. Kasama Punyagupta take a position of the Audit Committee until the end of this term he’ll take this position in aggregate 6 years and Mr.Suwit Rojanavanich the end of this term he’ll take this position in aggregate 5 years

The Committee proposes to the Annual General Meeting of Shareholders for election as a Director. History and properties appear in the supporting document.

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Biographies of the retired directors and to be proposed as the Independent Director

Name-Surname Mr. Kasama Punyagupta Independent Director and Chairman

Age 59 years old Appointment date as the Director June 1, 2018 Number of year as the Director 3 years

Academic Achievement - MBA major in international Business, Bridgeport University, Connecticut, U.S.A. Details of Training Program from IOD Course

2004 - Directors Certification Program (DCP)

Equity Stake in the Company - None –

Expert - Management of financial account

Career experience in the past 5 years In listed Companies Jul.2019-Present - Independent Director and Chairman of the Audit committee MBK Apr. 2018 - Jun. 2019 - Independent Director and Member of the Audit Committee MBK 2018 - Present - Chaiman Strategic and Investment Committee The Erawan Group Public Company Limited 2014 - 2017 - Advisor Strategic and Investment Committee The Erawan Group Public Company Limited 2014 - 2016 - Director The Strategy and Reform Committee Thai Airways International Public Company Limited 2004 - 2014 - Chief Executive Officer The Erawan Group Public Company Limited

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In non-listed Companies 2014 - 2017 - Director Restructuring Plan Screening Subcommittee of State Enterprise Policy Commission - Independent Director Executive Committee and Investment Committee Vayupak Fund and Vayupak Fund1 2014 - 2016 - Director and Chaiman Risk Management Committee Zen Corporation Group Company Limited

Attendance in meetings during Year 2020 The Board of Directors’ meetings : 11/12 Times (100%) The Audit Committee’s meetings : 15/15 Times (100%) The Good Corporate Governance Committee meeting : 1/1 Times (100%)

Current Status: As a Director of The Erawan Group Public Company Limited which make which make in the Hotel business but its not couse any damages.

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Biographies of the retired directors and to be proposed as the Independent Director

Name-Surname Mr.Suwit Rojanavanich Director

Age 63 years old Appointment date as the Director July 1,2019 Number of year as the Director 2 years

Academic Achievement - MBA Major in Banking and Finance, North Texas State University, Texas, U.S.A. - BA Major in Accounting Theory, Chulalongkorn University, Bangkok, Thailand Details of Training Program from IOD Course

2012 - Directors Certification Program (DCP)

Equity Stake in the Company- 289,000 shares, equivalent to 0.017% of the Company’s paid up shares

Expert - Management of financial account.

Career experience in the past 5 years In listed Companies Jul. 2019 - Present - Independent Director and Member of the Audit Committee MBK

In non-listed Companies Oct. 2017 - Sep. 2018 - Director-General Fiscal Policy Office, Ministry of Finance 2015 - 2017 - Director-General Public Debt Management Office, Ministry of Finance 2014 - 2015 - Inspector General Ministry of Finance 2013 - 2014 - Bond Market Advisor Public Debt Management Office, Ministry of Finance

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Attendance in meetings during Year 2020 The Board of Directors’ meetings : 12/12 Times (100%) The Audit Committee’s meetings : 15/15 Times (100%) The Good Corporate Governance Committee meeting : 1/1 Times (100%)

Current Status: He isn’t a director in another business which manage the same business and not cause any damages.

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Biographies of the retired directors and to be proposed as the Director

Name-Surname Mr.Suvait Theeravachirakul Director and President

Age 62 years old Appointment date as the Director November 1,/2000

Number of year as the Director 20 years

Academic Achievement - Master of Business Administration, Wagner College, New York, U.S.A. - Chief Executive Program, Class 10 Capital Market Academy (CMA) - Anti-Corruption Strategic Management course for Senior Executives Dharmasakti Anti-Corruption Institute - Top Executive Program in Energy Literacy Thailand Energy Academy (TEA) - Top Excutive Program in Commerce and Trade Commerce Academy, University of the Thai Chamber of Commerce (TEPCoT)

Details of Training Program from IOD Course 2010 - Successful Formulation & Execution of Strategy(SFE) 2006 - Audit Committee Program (ACP) 2001 - Directors Certification Program (DCP)

Equity Stake in the Company - 1,463,500 shares, equivalent to 0.086% the Company’s paid up shares

Expert - Administrative Management, Accounting, Finance and Investment

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Career experience in the past 5 years In listed Companies 2002 - Present - Director Member of the Executive Committee and CEO MBK 2009 – Present - President MBK Dec. 2017 - Present - Vice Chairman of the Board of Directors Patum Rice Mill and Granary Public Company Limited 2009 - Present - Vice Chairman of the Executive Committee Patum Rice Mill and Granary Public Company Limited 2016 - Present - Member of the Compensation and Nomination Committee Patum Rice Mill and Granary Public Company Limited Apr. 2019 - Present - Independent Director and Chairman Member of the Audit committee Dohome Public Company Limited Jun. 2020 - Present - Independent Director and Member of the Audit Committee Kiattana Transport Public Company Limited 2017 - Present - Independent Director and Chairman Member of the Audit committee Thai Rung Union Car Public Company Limited 2005 - Present - Member of Risk Management Committee Thai Rung Union Car Public Company Limited 2005 - 2017 - Independent Director and Member of the Audit Committee Thai Rung Union Car Public Company Limited 2007 - 2019 - Independent Director and Member of the Audit committee IFS Capital (Thailand) Public Company Limited 2007 - Jul. 2018 - Chairman of the Executive Committee Royal Orchid Hotel (Thailand) Public Company Limited 2000 - 2007 - Member of the Executive Committee Royal Orchid Hotel (Thailand) Public Company Limited

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In non-listed Companies 2003 - Present - Director MBK Resort Public Company Limited 2003 - Present - Director Siam Piwat Company Limited Siam Piwat Holding Company Limited Present - Chairman of the Board of Directors and Director The Subsidiaries and associates of MBK

Attendance in meetings during Year 2020 The Board of Directors’ meetings : 12/12 Times (100%) The Executives Committee meetings : 12/12 Times (100%) The Good Corporate Governance Committee meeting : 1/1 Times (100%)

Current Status : As a Director of MBK Resort Public Company Limited which make Golf course, Siam Piwat Company Limited which make in the lease real estate business, and that be subsidiary of MBK business which manage the same business and not cause any damages.

Remark: He is a director of subsidiaries and associates of MBK

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Biographies of the retired directors and to be proposed as the Director

Name-Surname Mr. Hatchapong Phokai Director

Age 60 years old Appointment date as the Director November 1,2000 Number of year as the Director 20 years

Academic Achievement - Master of Business Administration, Chulalongkorn University

Details of Training Program from IOD Course 2004 - Directors Accreditation Program (DAP)

Equity Stake in the Company - None –

Expert - Real estate management

Career experience in the past 5 years In listed Companies 2000 - Present - Director MBK

In non-listed Companies 2003 - Present - Director MBK Resort Public Company Limited Present - Director The Subsidiaries and associates of MBK 2000 - 2007 - Director NFS Asset Management Company Limited 1999 - 2004 - Director Thanachart Securities Public Company Limited

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Attendance in meetings during Year 2020 The Board of Directors’ meetings : 12/12 Times (100%) The Good Corporate Governance Committee meeting : 1/1 Times (100%) Current Status: As a Director of MBK Resort Public Company Limited which make in Golf course business that be subsidiary of MBK which manage the same business and not cause any damages. Remark: He is a director of subsidiaries and associates of MBK

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Supporting Document Annual General Meeting of Shareholders for the year 2021

Agenda 6 To appoint the directors to replace those whose tenures end

The remuneration paid to directors from 1 January 2020 to 30 December 2020

Position Meeting Stipends Other Benefits Committee Allowances (Baht) (Baht) (Baht) Board of Directors 2,028,125 1,999,125 565,632.12 Executive Committee 1,181,250 Audit Committee 472,500 630,000 Compensation and Nomination Committee 145,000

Total 2,500,625 3,955,375 565,632.12

The total position allowances and meeting stipends will amount to Baht 6,456,000 The other benefits is Baht 565,632.12 The grand total is Baht 7,021,632.12

Remark The 2020 Annual General Meeting of shareholder approval the total position allowances and meeting stipends will amount Baht 3,500,000 The other benefits is Baht 1,600,000 The grand total is Baht 5,100,000

The remuneration paid to directors from 1 May 2021 to 30 April 2022 which is being proposed to the shareholders for approval at the Annual General Meeting for the Year 2020 as follows:

Position Meeting Other Benefits Committee Allowances (Baht) Stipends (Baht) (Baht) Board of Directors 1,947,000 1,947,000 1,200,000 Executive Committee 1,050,000 Audit Committee 420,000 560,000

Compensation and Nomination Committee 840,000 Reserved Remuneration of Committe 236,000 400,000 Total 2,367,000 4,633,000 1,600,000

The total position allowances and meeting stipends will amount to Baht 7,000,000 The other benefits is Baht 1,600,000 The grand total is Baht 8,600,000

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Supporting Document Annual General Meeting of Shareholders for the year 2020

Agenda 7 To appoint auditors and determine the audit fees for the fiscal year 2020

• To appointment of EY Office Limited as the original series. The company's accounting. The list follows:

certified Years of auditing For the No. Names auditor Company No. Ms. Gingkarn Atsawarangsalit 2 years (for the year ended 1 4496 December 31, 2019 -2020 )

never signed in the Company's 2 Mr. Chayapol Suppasedtanon 3972 financial statement

Ms. Orawan Techawatanasirikul never signed in the Company's 3 4807 financial statement

Ms. Sumana Punpongsanon never signed in the Company's 4 5872 financial statement

One of the above auditors has the authority to audit and certify the financial statements for the year ended December 31, 2021. It is also the auditors of the subsidiaries and associated companies.

• Auditor’s fees :

For the fiscal year 2021, EY Office Limited proposes the auditor’s fees of THB 2,154,268 (Two million one hundred and fifty-four thousand two hundred sixty-eight Baht only) These could be compared with the auditor’s fees for prior year as follows:

For the year ended For the year ended Audit Fees December 31, 2020 December 31, 2021

1st Quarter 291,508 302,353

2nd Quarter 291,508 302,353

3rd Quarter 291,507 302,354

Annual Year Audit 1,279,745 1,360,590

Total 2,154,268 2,559,000

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• Relationship with the Company The auditors who are proposed to the shareholders for appointment do not have any relationship or conflict of interest with the Company, its subsidiaries, its executives, its major shareholders, or persons related to the above parties.

• Being the auditors of the Company’s subsidiaries and associated companies In view of the fact that its subsidiaries and associated companies belong to MBK Public Company Limited’s Group, the Company also appoints EY Office Limited as the auditor for the fiscal year 2021

The company is planning and meeting entrance prior to the audit and coordination with the external auditor the auditor of the company and the parent of subsidiaries and associated companies, then the audit offices of the same affiliation. In order to ensure that the financial statements were prepared according to the schedule

For the fees of other services, in the past fiscal year, the Company, its subsidiaries and associated companies have used other services of the auditing firm to which the certified auditor belonged.

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(F 53-4)

Capital increase report form MBK Public Company Limited March 23, 2021

As MBK Public Company Limited (“MBK”) reported the Meeting’s resolution of the Board of Directors, No.3/64 on March 3, 2021, capital increase and the allocation of shares in order to support the issuance of MBK-W2. And on March 17, 2021, the Company adjusted amount of issued units of MBK-W2 after shareholders exercise their rights to the conversion of MBK-W1 warrants on March 15, 2021. On March 23, 2021, the Company had already known the market price per share of the Company’s ordinary shares for use in calculating the adjustment of MBK-W1’s rights. Therefore, the Company will re- report the adjusted the exercise price and exercise ratio to ensure that the benefits of the MBK-W1 Warrant Holders are not less than the existing status in accordance with the conditions on the exercise of the Warrants as stipulated in the “Terms and Conditions Governing the Rights and Obligations of the Issuer and Holders of the Warrants to Purchase the Newly Issued Ordinary Shares of MBK Public Company Limited No. 1 (MBK-W1) (the “Terms and Conditions of MBK-W1”)” set forth.

1. Capital Decrease and Increase 1.1 Capital decrease Resolution from Board of Directors Meeting resolves to approve decrease of the Company’s registered capital from THB 2,262,719,920 to new registered capital of THB 1,762,719,920 by reducing the ordinary shares reserved for the increase of registered capital under the General Mandate which have been not allocated in the whole amount of 500,000,000 shares 1.2 Capital increase Resolution from Board of Directors Meeting resolves to approve increase of the Company’s registered capital from THB 1,762,719,920 to new registered capital of THB 2,332,784,733 by issuing ordinary shares amounting of 570,064,813 shares (par value of THB 1) by following details

Type of capital increase Type of share Number of shares Par Value Total (shares) (Baht/share) (Baht)  Specify the purpose of utilizing Ordinary Share 70,064,813 1.00 70,064,813 proceeds  General Mandate Ordinary Share 500,000,000 1.00 500,000,000

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2. Allotment of new shares 2.1 If specifying the purpose of utilizing proceeds

Allotted to Number of Ratio Sale price/ Subscription and Note share (share) (old: new) Exercise Price payment (Baht/share) period 1) To accommodate Not more than Exercise Ratio Exercise Price The exercise of the Please see the adjustment of 1,805,244 new (Existing): 1 unit (Existing) : THB rights to purchase Notes rights under warrants ordinary shares of the Warrants to 3 per share the newly issued Below No. 1) to purchase the 1 newly issued Exercise Price ordinary shares of newly issued ordinary share. (New): THB the Company ordinary shares of Exercise Ratio 2.9045 per under the MBK-W1 MBK Public (New): 1 unit of share. Please Warrants shall be Company Limited the Warrants to see Remark in accordance with No. 1 (the “MBK-W1 1.0329 newly No. 2) the conditions on Warrants”) issued ordinary the exercise of the share. Please see Warrants as Remark No. 2) stipulated in the Terms and Conditions Governing the Rights and Obligations of the Issuer and Holders of the Warrants to Purchase the Newly Issued Ordinary Shares of MBK Public Company Limited No. 1 (MBK-W1) (the “Terms and Conditions of MBK- W1”)

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Allotted to Number of Ratio Sale price/ Subscription and Note share (share) (old: new) Exercise Price payment (Baht/share) period 2) To allocate for Not more than Allocation Ratio: 25 The MBK-W2 The exercise Please see the exercise of 68,259,569 new ordinary shares to 1 Warrants will of the rights to Notes the Company’s ordinary shares unit of warrant be issued at no purchase the Below No. 3) warrants to (any fractions offering price, newly issued purchase resulting from the (zero Baht) at ordinary shares ordinary shares calculation an Exercise of the Company No. 2 (MBK-W2), based on the Price THB 3 under the which will allocation ratio such MBK-W2 be issued to fraction of shares Warrants shall existing shall be rounded be in shareholders of down) accordance the Company in with the proportion to conditions on their respective the exercise of shareholdings the Warrants as stipulated in the Terms and Conditions Governing the Rights and Obligations of the Issuer and Holders of the Warrants to Purchase the Newly Issued Ordinary Shares of MBK Public Company Limited No. 2

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Allotted to Number of Ratio Sale price/ Subscription and Note share (share) (old: new) Exercise Price payment (Baht/share) period (MBK-W2) (the “Terms And Conditions”)

Note : The Board of Directors’ Meeting No. 3/21 held on March 3, 2021 approved to propose to the 2021 Annual General Meeting of Shareholders to consider and approve the increase of the Company’s registered capital from the existing registered capital of THB 1,762,719,920 to THB 1,832,784,733 by issuing not exceeding 70,064,813 newly issued ordinary shares with a par value of THB 1 per share and the allocation of such newly issued ordinary shares, the details of which are as follows: 1) The allocation of not exceeding 1,805,244 newly issued ordinary shares with a par value of THB 1 per share to accommodate the adjustment of rights of the MBK-W1 Warrants. 2) The Company calculates the exercise price (new) and exercise ratio (new) of the MBK-W1 Warrants, after the exercise of the MBK-W1 Warrants on March 15, 2021 3) The allocation of not exceeding 68,259,569 newly issued ordinary shares with a par value of THB 1 per share to reserve for the issuance of the Company’s warrants to purchase ordinary shares No.2 (MBK-W2) in the amount of not more than 68,259,569 units for allocation to existing shareholders of the Company in proportion to their respective shareholdings at no offering price, (zero Baht) at the ratio of 25 ordinary shares to 1 unit of warrant (any fractions resulting from the calculation based on the allocation ratio set forth shall be rounded down), with a term of not more than 3 years from the issuance date, having an exercise ratio of 1 unit of warrant per 1 ordinary share at an exercise price THB 3 (the “Exercise Price”), (the “MBK-W2 Warrants”) the Company will allocate the MBK-W2 Warrants to the shareholders according to the relevant law and regulation, the details with regards to the issuance of the MBK-W2 Warrants are determined in the supporting document from pages 70 - 75 In this regard, the Company has set the date for determining the names of the shareholders who shall be entitled to receive the MBK-W2 Warrants on March 25, 2021 (Record Date). However, the determination of such right remains uncertain and subject to an approval of the AGM.

The Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors shall be authorized to actions (a) determine the terms and conditions and any other details in relation to the issuance and offering of the MBK-W2 Warrants; (b) proceed with and sign applications and evidences that are necessary for or relevant to the issuance and offering of the MBK-W2 Warrants, including contacting and filing applications, waiver requests, documents, and such evidences with the relevant government authorities or agencies, as well as listing the MBK-W2 Warrants and newly issued shares occurred from the exercise of the MBK-W2 Warrants on the Stock Exchange of Thailand (“SET”); and (c) undertake any other actions that are necessary for or relevant to this issuance and allocation of the MBK-W2 Warrants;

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4) The Company’s plan in case there is a fraction of shares remaining 4.1 In the event that there is an adjustment to the exercise ratio upon the occurrence of event pursuant to the conditions concerning the right adjustment as stipulated in the Terms and Conditions of MBK-W1 or he Terms and Conditions of MBK-W2 resulting in a fraction of shares that will be allocated under the MBK-W1 Warrants or the MBK-W2 Warrants, such fraction of shares shall be rounded down. 4.2 In the event, there is a fraction of shares derived from the calculation under the MBK-W2 Warrants’s exercise ratio, such fraction of shares shall be disregarded.

2.2 General Mandate Allotted to Type of share Number of share Percentage of Note (Shares) paid-up capital 1.Right Offering: Ordinary share Not more than 29.40 - RO 500,000,000

Note : Percentage of paid-up capital on the date that the Board of Directors resolves to increase capital under a General Mandate

Which must be completed within the next date of the Meeting of Shareholders which be determined by the Company or within the date of the Annual General Meeting of Shareholders which be determined by the law, whichever date is earlier..

3. Schedule of the Shareholders’ meeting to approve the capital increase and the allocation of the newly issued shares The Annual General Meeting of Shareholders for the year 2021 set the date on April 21, 2021 at 2.00 p.m., at the Jamjuree Ballroom, Pathumwan Princess Hotel, 444 Phayathai Rd., Wangmai, Pathumwan, Bangkok 10330. The determine the list of shareholders entitled to attend the Annual General Meeting of Shareholders for the year 2021 (Record Date) on March 25, 2021

4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) 4.1 The Company is required to register the decrease and increase of registered and paid-up capital and the amendment of its Memorandum of Association with the Department of Business Development, Ministry of Commerce. 4.2 The Company is required to obtain an approval from the Stock Exchange of Thailand for accepting Warrants to be securities listed in the Stock Exchange Thailand. 4.2.1 The newly issued ordinary shares of the Company from the exercise of the MBK-W1 Warrants which has been issued, including the additional shares to accommodate the rights adjustment of the MBK-W1 Warrants.

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4.2.2 The warrants to purchase the newly issued ordinary shares of MBK Public Company Limited No. 2 (MBK-W2) issued to the existing shareholders of the Company on a pro rata basis to their respective shareholdings. 4.2.3 The newly issued ordinary shares of the Company from the exercise of right under the MBK-W2 Warrants.

5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 5.1 The Company will decrease its registered capital to cancel the unissued ordinary shares. 5.2 The Company will issue and allocate the newly issued ordinary shares at the amount not exceeding 1,805,244 shares in accommodate the rights adjustment of the MBK-W1 Warrants in order to preserve the interests of the warrant holders and not to be less favorable than those currently available to them. 5.3 The Company will issue and allocate the MBK-W2 Warrants at the amount not exceeding 68,259,569 units in order to enhance financial flexibility for future investment including an investment in purchasing.

6. Benefits which the company will receive from the capital increase/share allotment This capital increase will enhance the financial strengths and increase liquidity for the company’s operation.

7. Benefits which shareholders will receive from the capital increase/share allotment In the event, the warrant holders exercise their rights under the Warrants to purchase the ordinary shares and become shareholders of the Company, the shareholders would gain the benefits from the fact that the Company will be able to utilize such proceeds In addition, the shareholders who exercise the right to purchase ordinary shares under the MBK-W1 and/or MBK-W2 Warrants shall receive all the same rights as the Company’s existing shareholders, such as the right to receive dividends, the right to attend and to vote in the shareholders meeting.

8. Other details necessary for shareholders to approve the capital increase/share allotment

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Control Dilution = Number of shares reserved to accommodate the Warrants Issued This Time / (Number of paid-up shares + Number of shares reserved to accommodate the Warrants Issued This Time) = 68,259,569 / (1,706,489,234 + 68,259,569)

= Approximately of 3.85 percent

(2) Price Dilution Both in the case that all of the MBK-W2 Warrants are fully exercised, but the warrant holders who exercise the Warrants are not the shareholders of the Company, the price per share will be diluted by 3.02* percent from the market price based assumption of THB 13.89 per share, the calculation is based on the weighted average closing price of the past ten business days prior to the Board of Directors' meeting on March 3, 2021. *Calculated by market price THB 13.89 subtract Post-offering market price THB 13.47 Divided by market price THB 13.89

Post-offering market price = (Market price x Paid-up shares) + (Exercise price x Number of shares received after conversion) / (Number of Paid-up shares + Total shares offered) = (13.89 x 1,706,489,234) + (3 x 68,259,569)/ (1,706,489,234 + 68,259,569) = THB 13.47

Price Dilution = Market price - Post-offering market price / Market price = (13.89 – 13.47) / 13.89 = Approximately of 3.02 percent

(3) Earnings per Share Dilution In the event that all of the MBK-W2 Warrants are fully exercised, earnings per share will be diluted by 3.85* percent, comparing to the shareholding before the issuance and allocation of the Warrants, calculated by the following method.

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Earning Per Share Dilution

= (Pre-allocation earnings per share* – Post-allocation earnings per share**) / Pre-allocation earnings per share = (0.11238 – 0.10805) / 0.11238 = 3.85 percent * Pre-allocation earnings per share = Net profit / (Number of paid-up shares or equivalent to 191,768,094 / 1,706,489,234

** Post-allocation earnings per = Net profit / (Number of paid-up shares + Number of shares reserved to accommodate the Warrants Issued This Time) or equivalent to 191,768,094 / (1,706,489,234 + 68,259,569)

9. Schedule of action where the board of directors of the company passes resolutions approving the capital increase/ share allotment

Procedure Date/Month/Year • The Board of Directors’ Meeting No.3/21 March 3, 2021 • The record date for the purpose of determining the eligible March 25, 2021 shareholders to attend the Annual General Meeting of Shareholders for the year 2021 and entitled to receive the MBK-W2 Warrants (Record Date) • The Annual General Meeting of Shareholders for the year 2021 April 21, 2021 • Register the capital reduction and capital increase and the Within 14 days from the date of amendment of the Company’s Memorandum of Association the Annual General Meeting of with the Department of Business Development, Ministry of Shareholders for the year 2021 Commerce has the resolution to approve the capital increase • Listing the MBK-W2 Warrants on the SET Will be informed accordingly • Date to allotment new ordinary shares to existing shareholders Will be determined after (General Mandate) obtained the approval from this the Annual General Meeting of Shareholders for the year 2021

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The Company hereby certifies that the information contained in this report from is true and complete in all respects.

Signed……………………………………………………….…………Authorized Company Director (Mr. Suvait Theeravachirakul)

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Key Features of the Warrants to Purchase Ordinary Shares of MBK Public Company Limited No. 2 (MBK-W2)

Category of Warrants : Warrants to purchase ordinary shares of MBK Public Company Limited No. 2 (“MBK-W2 Warrants”) Type of Warrants : Transferable warrants, with the name of bearer Offering Method : • To be offered to the existing shareholders of MBK Public Company Limited (the “Company”) in proportion to their respective shareholdings at no cost, at the ratio of 25 ordinary shares per 1 unit of warrant • Any fractions resulting from the calculation based on the allocation ratio such fraction of shares shall be rounded down Details of warrant subscription and any other necessary conditions shall be determined by the Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors. Number of the Warrants : Not more than 68,259,569 units issued and allocated Offering Price per Unit : 0 Baht (Zero Baht) Term of Warrants : Not more than 3 years from the issuance date of warrants Ordinary shares reserved for : Not more than 68,259,569 shares (with a par value of 1 Baht per the exercise of Warrants share) Exercise Ratio : 1 unit of warrant per 1 ordinary share with the exception for the case of the adjustment of exercise ratio in accordance with the adjustment conditions Exercise Price : THB 3 Exercise Price and relevant details shall be determined by the Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors. In the event of the adjustment of Exercise Price, the Exercise Price shall not be lower than the par value of shares in the Company at the time.

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Issuance date : To be determined by the Board of Directors or the authorized directors or the person authorized by the Board of Directors or by the authorized directors, which is expected to be within the second quarter of 2021. Period for notification of intention : On the 15th of January, February, March, April, May, June, July, of exercise warrants August, September, October, November, December of each calendar year through the term of Warrants. In the event, the Exercise Date is not a Business Day, such Exercise Date shall be postponed to the next Business Day. The first Exercise Date is expected to be on July 15, 2021. The last Exercise Date will be on the expiration date of MBK-W2 Warrants which will be on May15, 2024 (Not more than 3 years from the issuance date). In the event, the last Exercise Date is not a Business Day, such last Exercise Date shall be postponed to the next Business Day. The last Exercise Date and relevant details shall be determined by the Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors. Notification of intention of : The Warrant Holders who wish to exercise their rights to purchase exercise warrants ordinary shares of the Company shall deliver a notification of the intention to exercise the Warrants during 9:30 hrs. until 15:30 hrs. within the period of 5 Business Days prior to each Exercise Date, except for the last Exercise Date in which the notification of the intention to exercise the Warrants shall be delivered during 9:30 hrs. until 15:30 hrs. within the period of 15 Business Days prior to the last Exercise Date. The intention to exercise MBK-W2 Warrants shall be irrevocable upon the Exercise Notice being served.

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Events that require the : When the Company adjusts the exercise price and/or the exercise issuance of new shares ratio (or adjusting the number of units of Warrants in lieu of adjusting to accommodate the the exercise ratio) pursuant to the conditions concerning the rights adjustment rights adjustment as stipulated in the Terms and Conditions Governing the Rights and Obligations of the Issuer and Holders of the Warrants to Purchase the Ordinary Shares of MBK Public Company Limited No.2 (MBK-W2) (the “Terms and Conditions”), which resemble the events stipulated in Clause 11(4) (b) of the Notification of the Capital Market Supervisory Board No. TorChor. 34/2008. Re: Application for and Approval of Offer for Sale of Newly Issued Share Warrants and Newly Issued Underlying Shares dated December 15, 2008 (as amended). Warrant Registrar : Thailand Securities Depository Company Limited Secondary Market for the : The Company will apply to list the MBK-W2 Warrants on the Stock Warrant Exchange of Thailand Secondary Market for the : The Company will apply to list the new ordinary shares to be issued Ordinary Shares from the upon exercising the Warrants on the Stock Exchange of Thailand Exercise of Warrants Purposes of issuing the warrants : It is a type of return to shareholders instead of cash dividend and benefits that the Company payment, that would be able to maintain Company’s working capital would gain from the allocation of and strengthen the Company’s financial position for operation of the newly issued shares Company’s business Expected benefits to : In the event, the warrant holders exercise their rights under the shareholders from the capital Warrants to purchase the ordinary shares and become increase shareholders of the Company, the shareholders would gain the benefits from the fact that the Company will be able to utilize such proceeds In addition, the shareholders who exercise the right to purchase ordinary shares under the MBK-W2 Warrants shall receive all the same rights as the Company’s existing shareholders, such as the right to receive dividends, the right to attend and to vote in the shareholders meeting

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Impact for Shareholders: 1. The ordinary shares to be issued upon exercising the Warrants will have the same rights and benefits as that of the already issued and fully paid-up ordinary shares in every aspect. Any rights to be vested upon being shareholders from the exercise of the Warrants will be effective from the day that the Ministry of Commerce accepts to register the change of paid-up capital of the Company for the new ordinary share issued upon exercising the Warrants.

2. The dilution effect to the Company’s shareholders can be determined as follows:

(1) Control Dilution In the event that all of the MBK-W2 Warrants are fully exercised but warrant holders who exercise the MBK-W2 Warrants are not the shareholders of the Company, the shareholding of the existing shareholders of the Company will be diluted as follows: Control Dilution = Number of shares reserved to accommodate the Warrants Issued This Time / (Number of paid-up shares + Number of shares reserved to accommodate the Warrants Issued This Time) = 68,259,569 / (1,706,489,234 + 68,259,569)

= Approximately of 3.85 percent

= THB 13.47

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Price Dilution = Market price - Post-offering market price / Market price = (13.89 – 13.47) / 13.89 = Approximately of 3.02 percent

Earning Per Share Dilution

= (Pre-allocation earnings per share* – Post-allocation earnings per share**) / Pre-allocation earnings per share = (0.11238 – 0.10805) / 0.11238 = 3.85 percent

* Pre-allocation earnings per share = Net profit / (Number of paid-up shares or equivalent to 191,768,094 / 1,706,489,234

Adjustment of right of warrant: The Company will adjust the Exercise Price and exercise ratio during the term of MBK-W2 Warrants upon the occurrence of any of following events with the aim to protect the interest of the holders of MBK-W2 Warrants: 1. The Company changes the par value of its shares as a result of a consolidation or split of the issued shares of the Company. 2. The Company offers to sell its new ordinary shares to the existing shareholders and/or public and/or private placement at the net price per share lower than 90% of the market price of the Company’s shares. 3. The Company offers to sell its newly issued securities which can be converted to shares in the Company or right to purchase shares in the Company (e.g. convertible debentures or warrants) to the existing shareholders and/or public and/or private placement by fixing the net price per newly issued

- 74 - reserved shares lower than 90% of the share price calculated in reliance on the market price of the Company’s ordinary shares.

4. The Company pays out whole or partial dividend by means of share dividends to the shareholders of the Company. 5. The Company pays dividend in cash in exceeding of 90% of net profit of the Company consolidated financial statements at any fiscal year. 6. Any other similar event to those of clause 1 to clause 5 above which results in the deterioration of the interest of the holders of MBK-W2 Warrants.

The Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors is authorized to determine the terms and conditions, and details of the MBK-W2 Warrants relating to the adjustment of conversion ratio and Exercise Price.

Other Condition: The Board of Directors or the authorized directors or any person designated by the Board of Directors or by the authorized directors shall be authorized to actions (a) determine the terms and conditions and any other details in relation to the issuance and offering of the MBK-W2 Warrants; (b) proceed with and sign applications and evidences that are necessary for or relevant to the issuance and offering of the MBK-W2 Warrants, including contacting and filing applications, waiver requests, documents, and such evidences with the relevant government authorities or agencies, as well as listing the MBK-W2 Warrants and newly issued shares occurred from the exercise of the MBK-W2 Warrants on the Stock Exchange of Thailand (“SET”); (c) undertake any other actions that are necessary for or relevant to this issuance and allocation of the MBK-W2 Warrants.

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Proxy appointment relating to attendance and Guidelines on registration of the Annual General Meeting of Shareholders

Shareholder Attending the Meeting in Person ➢ The shareholder is required to present his or her identification card, official identification card of civil servant, or passport (in case of a foreigner) when he or she registers for the meeting. ➢ In case there is an amendment to the first and/or last names of the shareholder, with the names being different from the ones appearing on the share register book, the shareholder is required to present evidence supporting the amendment.

Proxy Holder Attending the Meeting In case of individual shareholder (1) The proxy holder presents a proxy form accompanying the notice of the meeting, which is duly completed and signed by the shareholder and the proxy holder. (2) The proxy holder presents a photocopy of his or her identification card or passport (in case of a foreigner) which is duly certified as true and correct by the shareholder. (3) When registering for the meeting, the proxy holder presents his or her identification card, official identification card of civil servant, or passport (in case of a foreigner).

In case of Thai juristic person (1) The proxy holder presents a proxy form accompanying the notice of the meeting, which is duly completed and signed by the authorized signatory of the juristic person and the proxy holder. (2) The proxy holder presents a photocopy of the company registration certificate which is duly certified as true and correct by the authorized signatory of the juristic person. (3) When registering for the meeting, the proxy holder presents his or her identification card, official identification card of civil servant, or passport (in case of a foreigner).

In case of non-Thai juristic person (1) The company registration certificate may be issued by the state agency of the country in which the juristic person is located or by the authorized officer of the juristic person. The certificate must have details about the name of the juristic person, its authorized signatories, conditions and limitations imposed on the signing of documents, as well as the location of the headquarters of the juristic person.

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(2) For any document whose original copy is not in English, an English translation of the document has to be provided. The translation has to be certified as true and correct by the representative of the juristic person.

The Company has sent you a copy of Proxy Form B prescribed by the Ministry of Commerce. The form is clear and has many details. The shareholder who is unable to attend the meeting in person may appoint a proxy to attend the meeting on behalf of the shareholder. Or the shareholder may appoint any of the following independent directors proposed by the Company in the proxy form, to act as proxy for the shareholder.

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Profile of Independent Director for Appointment of Proxy

1. Name-Surname : Ms.Panit Pulsirivong Position in the Company Independent Director and Member of the Nomination Compensation Committee

Age 73 years old Address 96 Moo 3 Viphavadi-Rangsit Road Laksi District, Bangkok Postal Code 10210

2. Name-Surname : Mr. Pracha Jaidee Position in the Company Independent Director and Member of the Audit Committee and Member of the Compensation

Age 66 years old Address 310/171 Prachachuen Village

Phatthanakan Road 57

Sub-district and Prawet Bangkok Postal Code 10250

Remarks:

The Both Independent Directors mentioned above. Stakeholders in Item 6 which be agenda about to approve the remuneration and the Pension for the Board of Directors

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Attendance of the Annual General Meeting of Shareholders 2021 (AGM) MBK Public Company Limited April 21, 2021

Shareholder of MBK /Proxy Holder ↓ Registration counter (starts 12:30 p.m.) ↓ Submit Individual documents and Proxy Letter ↓ Sign for registration ↓ Receives the ballot ↓ Enter the Meeting Room ↓ The Chairman opens the Meeting (02:00 p.m.) ↓ The Chairman presents the meeting agendas ↓ The voting will be in an open conduct, the one who disapprove of or abstain from any particular agenda, can raise hand and fill in the ballot, then give it to the staff. ↓ Total the votes ↓ The Chairman announces the voting result to the Meeting

- 79 - Clauses relating to shareholder meetings in the Articles of Association of MBK Public Company Limited

Chapter 5 Shareholder Meetings

Clause 30. The Board of Directors has to hold an Annual General Meeting within Four months after the Company’s accounting year ends. Any shareholder meeting other than this Annual General Meeting will be called an Extraordinary General Meeting. The Board of Directors will call a shareholder meeting as an Extraordinary General Meeting whenever appropriate. The Company’s shareholder meeting can be held as an electronic meeting. It can be held through digital media by facilitating meeting attendees to disclose their identities in order to attend the electronic meeting before the meeting’s attendance. The attendees are facilitated in order that they can vote openly or secretly. All meeting attendees’ log files are stored as evidence and they conform with technological safety standards stipulated by law. Regulations, rules, and approaches of an electronic meeting act within the relevant law. One or several shareholders whose collective shares are not less than 10% of all issued shares can sign up for a request that the Board will call a shareholder meeting as an Extraordinary General Meeting whenever possible. Any subject and its reasons also have to be clearly stated in such request. In this case, the Board of Directors has to hold a shareholder meeting within 45 days after receiving the request from the shareholders. In case that the Board of Directors does not hold a meeting within a specified period of time according to Paragraph 3, the shareholders who sign up or other shareholders whose collective shares reach an amount of shares as prescribed can call a meeting by themselves within 45 days after a due date according to Paragraph 3. In this case, it is considered that the shareholder meeting is called by the Board of Directors and the Company has to be responsible for necessary expenses resulting from holding the meeting as well as facilitating the meeting as appropriate. In case of a shareholder meeting called by shareholders according to Paragraph 4, when a number of shareholders attending the meeting cannot form a quorum stipulated in no. 34 of these articles of associations, the shareholders according to Paragraph 4 have to take shared responsibility for expenses resulting from such meeting for the Company.

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Clause 31. The annual ordinary general meeting of shareholders should at least deal with the business as follows: (1) Acknowledgement of the board of directors’ report on the Company’s performance and financial status for the past fiscal year. (2) Approval of the balance sheet and the income statement, (3) Approval of the appropriation of the profit, (4) Election of directors replacing the ones who retire by rotation, (5) Appointment of an auditor and determination of the audit fees.

Clause 32. For calling a shareholder meeting, the Board of Directors provides a letter of invitation to a meeting specifying its venue, date, time, agenda, and subjects which will be proposed to the meeting. They have to be clearly specified that they are proposed for acknowledgement, or approval, or consideration depending on each case. The Board of Directors’ opinions about such subjects (if any) are also provided. The letter of invitation to the meeting as well as relevant documents are sent to shareholders and a registrar not less than seven days before the meeting date. The invitation to the meeting is announced in the newspaper for three consecutive days and at least three days before the meeting date. When a shareholder meeting is held as an electronic meeting, the Board of Directors may send a letter of invitation and a meeting-accompanied documents through an electronic mail. Rules and approaches to sending a letter of invitation through an electronic mail act within the relevant law. A venue prepared to be used for a meeting according to Paragraph 1 has to be in the area where the Company’s Head Office or the Company’s branch is situated, or nearby provinces.

Clause 33. Shareholders may authorize other persons as proxies to attend and vote at any shareholder meeting on their behalf. The proxy appointment has to be in writing and in the form as required by the law. The proxy form has to be delivered to the chairman of the board of directors or the person appointed by the chairman at the meeting venue before the proxy holder attends the meeting.

Clause 34. In order to constitute a quorum, there shall be shareholders and proxies (if any) attending at a shareholder meeting amounting to not less than twenty-five persons or not less than one half of the total number of shareholders and in either case such shareholders shall hold shares amounting to not less than one-third of the total number of shares sold of the Company.

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At any shareholder meeting, if one hour has passed since the time specified for the meeting and the number of shareholders attending the meeting is still inadequate for a quorum as defined in the previous paragraph, and if such shareholder meeting was called as a result of a request by the shareholders, such meeting shall be cancelled. If such meeting was not called as a result of a request by the shareholders, the meeting shall be called once again and the notice calling such meeting shall be delivered to shareholders not less than seven days prior to the date of the meeting. In the subsequent meeting, a quorum is not required.

Clause 35. The chairman of the board of directors shall be the chairman of shareholder meeting. If the chairman of the board of directors is not present at a meeting or cannot perform his duty, the vice-chairman shall be the chairman of the meeting. If there is no vice-chairman or there is a vice- chairman who is not present at the meeting or cannot perform his duty, the shareholders present at the meeting shall elect one shareholder to be the chairman of the meeting.

Clause 36. The chairman of the shareholder meeting has the duty to conduct the meeting in compliance with the articles of association of the company relating to meetings (if any) and to follow the sequence of the agenda specified in the notice calling for the meeting, provided that the meeting may pass a resolution allowing a change in the sequence of the agenda with a vote of not less than two-thirds of the number of the shareholders present at the meeting.

Clause 37. At shareholder meeting, a final decision shall be reached or a resolution shall be passed by voting. Regardless of how the votes are cast, one share always equals to one vote. Unless stipulated otherwise, a resolution of the shareholder meeting shall require, in an ordinary event, the majority vote of the shareholders who attend the meeting. In case of a tie vote, the chairman of the meeting shall cast a deciding vote although he or she is not a shareholder. Any shareholder having special interests in the agenda requiring a voting shall have no right to cast a vote on the item, except for the item on the election of directors, on which the shareholder can cast his or her vote with no prohibition imposed on the voting.

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