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08 Apr 2026 20:08

Resolutions of the Board of Directors Approving a Connected Transaction and an Acquisition of Assets, and Convening the Extraordinary General Meeting of Shareholders No. 1/2026

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Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 08-Apr-2026 Shareholder's meeting date : 09-Jun-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 22-Apr-2026 meeting Ex-meeting date : 21-Apr-2026 Significant agenda item : - Connected transaction Type of meeting : Electronic meeting Venue of the meeting : The meeting control system for live broadcasting will be at The MC GROUP Public Company Limited, Studio room, 1st floor, 4 Sukhaphiban 2 Soi 7, Prawet District, Bangkok Agenda Item : 1 Agenda Detail : To consider and approve the acquisition of land from a connected person and the construction of a Packing Center, which constitutes a connected transaction and an acquisition of assets. Type : To Consider and approve Board's Resolution : The Board of Directors (excluding interested directors) has considered the details of the transaction and is of the opinion that entering into such transaction is appropriate, reasonable, and in the best interests of the Company and its shareholders as a whole. The Board therefore deems it appropriate to propose that the shareholders' meeting consider and approve the purchase of land from a related party and the construction of a packing center, which constitute a related party transaction and an acquisition of assets. Agenda Item : 2 Agenda Detail : To consider other agenda Type : To Consider and approve Board's Resolution : The Board has opinion that the agenda to consider other businesses (if any) should be included in every shareholders' meeting for shareholders to ask questions, discuss and/or provide suggestions to the Board ______________________________________________________________________ Connected transaction The Company intends to purchase five plots of vacant land, with a total area of 5 rai, 2 ngan, and 93 square wah, located on Sukhapiban 2 Road, Soi 15, Prawet Subdistrict, Prawet District, Bangkok, for the development and construction of a Packing Center to support business expansion, from Ms. Sunee Seripanu (the "Seller"), who is a director and major shareholder of the Company, holding 46.06% of the Company's total issued shares, at a total purchase price of THB 123,800,000. As the Seller is a major shareholder and director of the Company, the acquisition of such land constitutes a connected transaction under the category of transactions relating to assets or services pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions (including any amendments or replacements) and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546 (including any amendments or replacements) (collectively referred to as the "Connected Transaction Notifications"). The transaction size is equivalent to 5.49% of the Company's Net Tangible Assets based on the consolidated financial statements as of 31 December 2025. Accordingly, the Company is required to obtain approval from the shareholders' meeting, with votes of not less than three-fourths of the total votes of shareholders attending the meeting and eligible to vote, excluding shareholders with vested interests. Details are provided in the attachment titled "Information Memorandum on the Connected Transaction and Acquisition of Assets". ______________________________________________________________________ Acquisition or disposition of assets The purchase of land and construction of the Packing Center constitute an acquisition of assets by a listed company under the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Significant Transactions Constituting an Acquisition or Disposition of Assets (including any amendments or replacements) and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (including any amendments or replacements) (collectively referred to as the "Acquisition and Disposition Notifications"). Based on the calculation, the maximum transaction size is 7.01% of the Company's total assets according to the latest consolidated financial statements as of 31 December 2025. Therefore, the transaction size is lower than 15%, and the Company is not required to disclose information to the Stock Exchange of Thailand under the above-mentioned regulations. However, the Company considers it appropriate to propose the transaction for shareholders' approval under both the connected transaction criteria and the acquisition of assets criteria, in order to ensure that shareholders receive complete information and to enhance transparency in the Company's operations. Details are provided in the attachment titled "Information Memorandum on the Connected Transaction and Acquisition of Assets". ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.