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".
______________________________________________________________________
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"full details" in attached file.
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