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
______________________________________________________________________
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