Financial Highlights As of December 31 2011 *2012 2013 Revenue Bt.million 6,7486 ,965 7,711 EBITDA Bt.million 2,127 2,328 2,542 Net profit Bt.million 7828 46 1,052 EBITDA margin3 2% 33%3 3% Net margin 12%1 2% 14% Total assets Bt.million 10,988 11,330 13,630 Total liabilities Bt.million 4,9315 ,369 7,530 Total equity Bt.million 6,0565 ,961 6,099 Number of shares million 881.98 87.6 887.6 Lifestyle Book value Bt. 6.87 6.72 6.87 Earnings per share Bt. 0.90 0.96 1.18 entertainment Divendend per share Bt. 0.82 0.87 1.00 Dividend payout9 1% 91%8 5% Net interest-bearing D/E 0.42 0.40 0.70 Return on assets 7% 7% 8% Return on equity 13%1 4% 17% ) EBITDA (Bt.million EBITDA 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 MILESTONE January 2013 Contents • Opening of EGV Cinema at Lotus Mae-Sod with 4 theaters. • Opening Major Cineplex at Big C Roi-Et with 5 theaters. • On 8 January 2556, the Company established a subsidiary company, Major Holdings International Company Limited (“MHD”) as an investment company with the registered capital at 1 million Baht; the Company has the shareholding proportion at 99.96%. • Two subsidiaries decreased the registered ordinary shares: - Chiang Mai Cineplex Co., Ltd. reduced its share price from 25 baht per share to 7 baht per share for 200,000 shares, totaling Baht 3.6 million. - Udon Five Star Cineplex Co., Ltd. reduced its share price from 25 baht per share to 7 baht per share for 390,000 shares, MESSAGES GOVERNANCE Baht 7.02 million. February 2013 05 Chairman of the Board of Director 28 Good Corporate Govenance • Opening Major Cineplex at Lotus Nakhonsawan with 4 theaters. April 2013 06 Chairman of the Executive Commitee & CEO • Opening Major Cineplex at Central Plaza UbonRatchathani with 7 theaters. 37 Corporate Management Structure • Opening Major Cineplex at Lotus NongbuaLamphu with 4 theaters. PEOPLE • On 3 April 2013, the Annual General Meeting of Shareholders has approve the decrease of the registered capital from Baht Internal Control 904,500,990 to Baht 896,266,347 by eliminating the remaining registered ordinary shares amount of 8,234,643 shares at the par value 42 of THB 1 per share, at the total amount Baht 8,234,643 due to the expiration of the warrants (ESOP - W3). The company registered 08 Directors & Management Team the decrease of the registered capital at the Ministry of Commerce on 24 July 2013. Human Resources • On 3 April 2013, the Annual General Meeting of Shareholders has approved to pay the remaining dividend from the results of ORGANIZATION 44 business operation for the period of July 2012 to December 2012 at the rate of Baht 0.48 per share, totaling Baht 425.95 million. The Company has scheduled the record date on 5 March 2013 to determine the shareholders entitled to receive dividend. The 45 Related Transactions dividend payment shall be made on 2 May 2013. 12 Organization Chart May 2013 • On 3 May 2013, the company purchased 99.99% of share in Digital Projector Management Company Limited (“DPM”), which is a Group Structure 52 Major Shareholders service provider for projector and system management, totally value at Baht 5 million. 14 • On 15 May 2013, the Company purchased additional shares in PVR BluO Entertainment Limited (“PVR BluO”) to retain the General Information of Company, percentage of shareholding at 49% as of Rupee 67.30 million or equal to Baht 38.70 million. Subsidiaries, Associates & Joint Ventures 53 Employee Stock Option Program • On 15 May 2013, the company issued 3-year debentures which can be characterized as an amortization, bullet payment, unsecured, 16 with Debentureholders’ representative for Baht 800 million and the fixed interest rate was paid at 3.54% per annum. BUSINESSES CORPORATE SOCIAL RESPONSIBILITY June 2013 • Opening Major Cineplex at Robinson Sakonnakhon with 4 theaters. Corporate Social and Environment Responsibility August 2013 18 Cinema 54 • Opening Major Cineplex at The Sky Ayutthaya with 4 theaters. FINANCIALS • On 9 August 2013, the Board of Directors has approved to pay the dividend from the results of business operation for the 20 Bowling, Karaoke & Ice Skating period of January 2013 to June 2013 at the rate of Baht 0.50 per share, totaling Baht 443.78 million. The Company has scheduled the record date on 28 August 2013 to determine the shareholders entitled to receive dividend. The dividend payment shall be made on Management Discussion & Analysis Advertisng Services 57 6 September 2013. 22 September 2013 Audit Committee Report Rental & Services 59 • Opening Major Cineplex at Big C Suphanburi with 4 theaters. 23 October 2013 Responsibility Statement • Opening Major Cineplex at Lotus Klaeng with 4 theaters. Movie content 60 24 • On 3 October 2013, a subsidiary made additional investment in Subsidiary “TLO” of 0.04 million shares totalling Baht 4.00 million. The 61 Auditor’s Report acquisition resulted in the change in shareholding percentage from 80.00% to 90.00%. The difference from additional investment 25 Strategic Investment of Baht 5.21 million was recognized as “Change in parents’ ownership interest in subsidiaries” presented under shareholders’ equity. 62 Financial Statement November 2013 26 Risk Factors • Opening Major Cineplex at Robinson Saraburi with 6 theaters. Notes to the Financial Statement • Opening Major Cineplex at Central Festival Chiangmai with 10 theaters, for digital 2D, 3D, 4DX and three-dimensional IMAX 71 plus an ice-skating rink. December 2556 • Opening the new brand, Hatyai Cineplex at Central Festival Hatyai with 10 theaters, for digital 2D, 3D, 4DX and three-dimensional IMAX with a 15-lane bowling and 10 karaoke rooms under the Blu-O Rhythm and Bowl plus an ice-skating rink. • During the year ended 31 December 2013, the Company made an additional investment in M Picture Entertainment Public Company Limited (“MPIC”) of 165.89 million shares for a total of consideration of Baht 426.87 million. Consideration paid included cash payment of Baht 383.43 million (mainly through tender offer) and exchange of ordinary shares of subsidiary “TLO” and joint venture “MKB” totaling amount Baht 43.44 million. The acquisition resulted in the change in shareholding percentage from 67.86% to 91.37%. • Gradual change of the investing fund in Siam Future Development Public Company Limited (from January – December 2013) by additional purchase of 102.97 million shares (7.80 baht per share), equivalent to 526,84 million baht while selling 30.52 million shares at the amount 313.03 million baht, The Company received a share dividend of 29.48 million. The cause resulted in the change in shareholding percentage from 20.49% to 23.72 %. 02 ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 03 MESSAGES SOMCHAINUK ENGTRAKUL MESSAGES CHAIRMAN OF THE BOARD OF DIRECTOR The year 2013 was evident in underscoring the leading role of Major in entertainment industry. Major had largest branch expansion and introduced new technology to cater moviegoers with better experience. It also developed other relevant businesses to unleash its potentials. At present, digital communication provides fimovie - lovers with quick access to movie information. Evidently, new- generation people prefer consuming information from online media and they tend to spend more and even more time with online social networks. Accordingly, many movies are introduced and promoted via various channels of online media. Such methods are able to enhance popularity of the movies, even before the production is completed. In this backdrop, Major adapts ourselves into Digital Platform the new dimension of digital entertainment world. This is the synchronization with the new industry trend of movie digitalization. “BUILDING MOVIE CULTURE For 2013 policy, Major plans to deepen the root of principal business for robust growth and continues to play an important role to promote Thai movie industry to flourish in both quantity and quality. It also plans to expand the branches to other BY INNOVATION” provinces. This will be the foundation for the further growth of this industry as a whole. On behalf of the management team, I wish to express my thankfulness to our clients, staffs, shareholders, business alliances and other parties concerned for their trust, assistance and support in all fronts. I am deeply grateful in your confidence in us and continue to believe that such cooperation will be endless. Best regards, SOMCHAINUK ENGTRAKUL CHAIRMAN OF THE BOARD OF DIRECTOR 04 ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. ANNUAL REPORT 2013 MAJOR CINEPLEX GROUP PLC. 05 MESSAGES ChairmanVicha of the Poolvaraluk Executive Committee & CEO MESSAGES In 2013, Major enjoyed continued impressive top line We will continue to be the leader, using global standards, and bottom line growth, strengthening its market position to provide the best technology, design, comfort and service for and stability even further. Our gross revenue grew significantly our customers to secure continued growth. We are very largely due to growing public interest in Thai produced films appreciative of the support of our dedicated Thai customers and our phenomenal expansion, adding 66 new theaters enabling us to obtain remarkable improvements in both our top in strategic locations in Thailand. The expansion was mostly and bottom line during a year that many considered challenging. in other provinces out of Bangkok with the desirable combination of high consumer demand and low operating Finally, on behalf of the Executive Committee, I wish to extend overhead. We reached out to small provinces and cities my heartfelt gratitude to all shareholders and partners for their like Mae Sot (Tak), Rot Et, Nong Bua Lam Phu, Sakon confidence in us and their belief in us to build a strong future Nakhon, Prachin Buri, Suphan Buri, while we increased our together.