To set the date for EGM no. 1/2008

Back29 October 2008

SET 28/2551

28 October 2008

Subject: To set the date for the Extraordinary General Meeting of Shareholders No. 1/2008

Attn: President of the Stock Exchange of Thailand The Stock Exchange of Thailand

The Board of Directors' Meeting No. 5/2008 of Major Cineplex Group Public Company Limited scheduled on October 28, 2008 reached a resolution with regard to the following agendas:

1. The Board of Directors reached a resolution to amend Articles of Association of the Company,Clause 8. to authorize the Board of Directors to repurchase of share of the company for financial management purpose (Treasury Stock) will be as follow;

"The Company may not acquire its own shares or take them in pledge except for the following cases.

(1) To purchase the share from dissenting shareholders voting against the resolution of the shareholders' meeting on the amendment to the Articles of Association regarding the voting rights and the rights to receive dividend viewing that such resolution is unfair; or

(2) To purchase the shares for financial management purposes while having the retained earning and excess liquidity and such share repurchase not leading to the Company's financial problem.

If the amount of the repurchased shares is not in excess of 10% of the paid up capital, the approval shall be the authority of the Board of Directors without having to seek for approval from the shareholders' meeting.

The repurchase of shares of a listed company in excess of 10% of the paid-up capital shall require an approval of its shareholders at not less than 50% of the total votes of shareholders present and entitled to vote. The repurchase period shall be as prescribed by laws.

The repurchased shares shall not be included when counting the quorum of the shareholders' meeting and shall not be entitled to voting rights and the rights to receive dividend.

The repurchased shares must be resolve within timeframe as prescribed by laws.In the case the Company does not or is unable to dispose the repurchased shares within the timeframe, the Company will reduce its capital by write off of the remaining unsold repurchased shares under the conditions and processes as prescribed by laws."

2. The Board of Directors' Meeting set the date for the Extraordinary General Meeting of Shareholders No.1/2008 at 10.00 a.m. on Wednesday, December 3, 2008 at Major Cineplex Group Public Company Limited, 6th Floor Ratchayothin (Theater no. 14), 1839 Phaholyothin Road, Kwang Ladyao, Khet Jatujak, Bangkok. The agendas for the Extraordinary General Meeting of Shareholders No. 1/2008 will be as follows:

Agenda 1:
To consider and endorse the minutes of the Annual General Meeting of Shareholders for the year 2008 on April 4, 2008.

Agenda 2:
To consider and approve the amendment of clause 8 of the Articles of Association of the Company.

Agenda 3:
Other (if any)

3. The shareholders register book for the right to receive for Extraordinary General Meeting of Shareholders No. 1/2008 shall be recorded on November 12, 2008. Also, November 13, 2008 shall be the book closing date on which the shareholders list as specified in section 225 of the Securities and Exchange Act shall be complied.

Please be informed accordingly.

 

Yours faithfully,

 

(Mr. Chattaphum Khantiviriya)
Corporate Secretary

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