Notification of Record Date for Determining the Right of Unitholders to Vote in Circular Resolution of MFC-Strategic Storage Fund no. 1/2026

The Stock Exchange of Thailand · 1d ago
Schedule of unitholder meeting/Two-way communication Subject : Asking for unitholder resolution Date announced : 26-Oct-2026 Date issued of voting letters : 20-Nov-2026 Due date for receiving voting letters : 20-Dec-2026 Record date for voting right : 09-Nov-2026 Ex-meeting date : 06-Nov-2026 Significant agenda item : - Agenda 1: To consider and approve the lease proposal and the execution of the lease agreements for the cold storage of the Fund. Agenda 2: To consider and approve the installment payment plan for overdue rent and the suspension of late payment penalties under the lease agreements. Remark : 26 October 2026 To President The Stock Exchange of Thailand Ref. MFC PT 77/2026 Notification of Record Date for Determining the Right of Unitholders to Vote in Circular Resolution of MFC-Strategic Storage Fund no. 1/2026 MFC Asset Management PLC ("Management Company"), in its capacity of the management company of MFC- Strategic Storage Fund ("Fund"), hereby notifies that the investment committee no. 23/2026 on 26 October 2026 resolution for the right of unitholders to vote in circular resolution as follows. Agenda 1 Resolved to propose to the unitholders to consider and approval of the proposals and the execution of lease agreements for the 3 cold storage of the Fund Due to the current lease contract for the land, property and equipment of Agriworld, North Kaset and P.P. food supply cold storage dated 15 January 2025 ("Lease agreement") will end on 31 December 2026. The Management Company has been seeking potential tenants as well as opportunity for the sale of assets through various methods and agents. however, no interested parties have intention to lease. The Management Company received letter on 12 October 2026 specifying intention to extend the current Lease agreement along with a request to consider an installment payment plan for overdue rent and the suspension of late payment penalties. The proposal offers to extend the leases for all 3 cold storage for a period of 3+3 years, from January 1, 2027, to December 31, 2029, with an option to renew for another 3 years from January 1, 2030, to December 31, 2032. Following negotiations, the key terms and conditions of the proposal are as follows: Item Conditions Lessee Agriworld Company Limited Period 3 years, starting from January 1, 2027, to December 31, 2029, with the right to extend until December 31, 2032. Rental Rate 2027: 26,000,016.00 Baht per annual 2028: 26,780,016.48 Baht per annual 2029: 27,583,416.97 Baht per annual 2030: 28,410,919.48 Baht per annual (subject to the lessee exercising the renewal option) 2031: 29,547,356.26 Baht per annual (subject to the lessee exercising the renewal option) 2032: 30,729,250.51 Baht per annual (subject to the lessee exercising the renewal option) Maintenance condition The Fund shall provide the following maintenance budget Cold Storage Machinery Repair Budget 2027: 5 million Baht 2028: 1 million Baht 2029: 1 million Baht Building Structure Repair Budget 2027: 4 million Baht 2028: 1 million Baht 2029: 1 million Baht Cold Storage Machinery Repair Budget (subject to the lessee exercising the renewal option) 2030: 2 million Baht 2031: 2 million Baht 2032: 2 million Baht Building Structure Repair Budget (subject to the lessee exercising the renewal option) 2030: No budget 2031: No budget 2032: No budget Opinion of the Management Company The key proposal terms of the lease agreement represent the negotiated outcome achieved by the Management Company, which is considered a favorable offer after rental rates remained unadjusted for 5 years since the tenant was impacted by the COVID-19 situation. This agreement ensures that the Fund's revenue generation remains uninterrupted. Furthermore, it enables the Fund to lease out all 3 cold storages simultaneously, an outcome that would be difficult to attain with a single tenant offering to lease all 3 sites concurrently. In addition, as the Fund's assets have been in operation for more than 17 years, a substantial budget would be required to renovate them to a state that can effectively compete with modern cold storage facilities. Allocating a budget for gradual, partial renovations will prevent the Fund from incurring massive lump-sum expenditures at once while allowing it to generate rental income as usual, which will ultimately yield long-term benefits for the Fund's assets. Potential Impact to Unitholders passing the resolution (1) The Fund can continue to generate revenue seamlessly, avoiding any vacancy gap while searching for new tenants, and can lease out all 3 cold storage facilities simultaneously. (2) It helps maintain consistent returns for unitholders. (3) The Fund's assets will remain in continuous use, with designated personnel to maintain and repair them to operational standards. (4) The Fund will not incur additional costs for marketing to secure new tenants, agent commissions, or property maintenance expenses during vacancy periods. (5) The rent escalation under the proposed lease terms will enhance long-term returns for unitholders. Potential impact to Unitholders do not pass the resolution (1) The Fund's benefit-seeking activities (revenue generation) from its assets will be disrupted. The Fund will require an uncertain amount of time to find new tenants to replace the existing one for all 3 cold storage facilities, directly impacting the Fund's cash flow. Furthermore, there is a risk that the Fund may be unable to secure new tenants or may only find tenants interested in leasing a single facility, which could adversely affect the Fund's ability to pay distributions to unitholders. (2) During the vacant period, the Fund will still incur fixed expenses, such as property insurance premiums, basic maintenance/repair costs to prevent the degradation of machinery and refrigeration systems, and land and building taxes, which will become direct expense burdens on the Fund. (3) Assets that are unmanaged or left unused for an extended period tend to deteriorate faster than usual. This would require significantly higher capital expenditures to restore their condition prior to securing a new lease or in the event of a purchase offer. (4) Voting against the proposed lease agreement terms will force the Fund to enter a procurement process to find a new lessee who can offer superior terms, which carries high uncertainty. Considering the Management Company's past efforts, no interested parties have made contact. (5) If no lessees can be secured, the Fund may be compelled to liquidate its assets and subsequently dissolve the Fund. The proceeds realized from such forced asset sales may not reflect their true fair market value. Property Investment Committee Resolution Committee's resolution accepting the propose condition from the Lessee and to propose to unitholders for consideration and approval of the Lease agreement extension for the land, property, and equipment of the 3 cold storages and to grant the Management Company to conduct the following: (1) To negotiate terms and conditions as well as engage in the Lease agreement and any other binding agreement to achieve unitholder's resolution (2) To engage in any amendment of condition set forth within the agreement to reflect the utmost benefit to the unitholders considering that the amendment shall not be deem to have serious implication. Resolution This Agenda requires affirmative votes of the Unitholders representing majority units of the attending Unitholders entitled to vote. The vote count for this agenda shall not include those that may be of conflict of interest from Agriworld Company Limited and its related parties. Agenda 2 Resolved to propose to the unitholders for consideration and approval of the installment payment plan for overdue rent and the suspension of late payment penalties under the lease agreements. The Fund has entered in to lease agreement of land, property and equipment of Agriworld cold storage, North Kaset cold storage and P.P. Food Supply cold storage ("Lease Contract") with Agriworld Company Limited ("Lessee") from 16 July 2024 to 31 December 2026. The Management Company received letters from the Lessee on the 12 October 2026, the lessee requested the Fund to consider renewing the lease agreements, as well as approving overdue rent installment payments and suspending late payment penalties. As the Fund is required to obtain approval from the unitholders to consider approving the installment payment plan for overdue rent and the suspension of late payment penalties, the Management Company deems it appropriate to propose that the unitholders of the Fund consider and approve the installment payment plan for overdue rent and the suspension of late payment penalties for the 7-month period from February 2026 to August 2026, amounting to a total value of 15,697,509.66 baht, to be paid in 18 installments, as well as the suspension of late payment penalties under the lease agreements, which will result in the Fund foregoing interest income from late payment penalties by approximately 1,677,005.11 baht Opinion of the Management Company In 2025, the lessee experienced sudden business difficulties that impacted its financial liquidity, preventing full and timely rental payments. This was due to a simultaneous departure of many subtenants and obstacles in securing new subtenants, as competitors possessed newer and more modern assets and utility systems, thereby affecting the lessee's revenue. Throughout this period, the lessee did not intend to default on its obligations or cease rental payments entirely, but rather made partial payments based on its available liquidity, such as paying half of the monthly rent or full payments in certain months. However, the cumulative effect of these partial payments resulted in overdue rent accumulating over a total period of 7 months, from February to August 2026, amounting to a total of 15,697,509.66 baht Meanwhile, the lessee has continuously made partial default interest payments to the Fund and has never previously submitted a request for a waiver of late payment penalties. The lessee has therefore expressed its intention to the Fund to request an installment payment plan for the overdue rent, commencing from December 30, 2026, to May 31, 2028, spanning 18 installments, alongside a request to suspend late payment penalties effective as of December 30, 2026. Granting the overdue rent installment plan and the suspension of late payment penalties will help mitigate the risk of breach of lease agreements, thereby ensuring uninterrupted business operations. Furthermore, the Fund's assets will continue to be maintained by the lessee, who remains contractually obligated to care for, maintain, and repair the leased properties to keep them in operational condition. This arrangement also reduces the likelihood of the debt turning into bad debt and avoids legal litigation proceedings, which are anticipated to be time-consuming and costly. Moreover, approving the installment payment plan and suspending late payment penalties will assist the lessee in restoring its liquidity while it actively submits proposals to renew the lease agreements with the Fund. In the event of litigation, such lease renewal negotiations would likely be suspended. If the lessee's liquidity issues ultimately render it unable to continue leasing the Fund's properties, securing a new tenant to lease all 3 cold storage facilities simultaneously would be difficult to accomplish. In the past, the lessee had negotiated an installment plan for overdue rent and successfully fulfilled all payments under the agreed schedule, demonstrating the lessee's financial responsibility and discipline. Potential impact to Unitholders passing the resolution (1) The Fund will forgo other income derived from late payment interest during the period from December 30, 2026, to May 31, 2028, amounting to a total of approximately 1,677,005.11 baht. Consequently, dividend distributions to unitholders are estimated to decrease by approximately0.0276 baht per unit. (2) Total Net Asset Value (NAV) will be reduced by 0.0276 per unit, or approximately 0.26% of the Net Asset Value (calculated based on the NAV as of June 30, 2026). (3) Increased likelihood of the lessee renewing the contract, enabling the Fund to secure continuous and uninterrupted revenue. Potential Impact to Unitholders do not pass the resolution (1) The lessee may experience severe liquidity issues, rendering it unable to pay rent to the Fund. Consequently, the Fund may be required to recognize expected credit losses (allowance for doubtful accounts) amounting to a total of 15,697,509.66 baht, resulting in a decrease in the Fund's Net Asset Value by 0.2682 baht per unit, or approximately 2.43% of the Net Asset Value (calculated based on the NAV as of June 30, 2026). (2) The Fund may need to enter into legal proceedings, which are time-consuming and involve additional costs, with the inherent risk of failing to recover the full outstanding amount. (3) Securing a new lessee to lease all 3 cold storage simultaneously cannot be easily accomplished, leaving the Fund burdened with the responsibility of bearing property maintenance expenses. Property Investment Committee Resolution Resolved to propose to the unitholders for consideration and approval of the installment payment plan for overdue rent from February to August 2026, totaling 7 months and amounting to 15,697,509.66 baht, to be paid in 18 installments from December 30, 2026, to May 31, 2028, along with the suspension of late payment penalties, with the penalty calculation capped as of December 30, 2026. Resolution This Agenda requires affirmative votes of the Unitholders representing majority units of the attending Unitholders entitled to vote. The vote count for this agenda shall not include those that may be of conflict of interest from Agriworld Company Limited and its related parties. Agenda 3 Resolved to approve the dispatch of the Request for Unitholders to Vote in Circular Resolution of MFC-Strategic Storage Fund no. 1/2026 The Investment Committee has resolved to approve the dispatch of the Request for Unitholders' Resolution No. 1/2026 of MFC-Strategic Storage Fund on November 20, 2026, with the following agenda: Agenda 1: To consider and approve the lease proposal and the execution of the lease agreements for the cold storage of the Fund. Agenda 2: To consider and approve the installment payment plan for overdue rent and the suspension of late payment penalties under the lease agreements. The Management Company hereby informs the date determining the list of Unitholders entitled to receive the request for resolution (record date) to be on 9 November 2026 and will send the letter requesting resolution from the Unitholders together with the supporting documents to the Unitholders on 20 November 2026. The schedule to return the voting to the management company is on 20 December 2026. The management company will notify the resolution through the Stock Exchange of Thailand on 21 December 2026. Please be informed accordingly, Yours, Sincerely, (Mr. Rachata Trachuwanich) Executive Vice President Property Fund & Infrastructure Department Tel. 02-649-2000 ______________________________________________________________________ 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.