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

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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.
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