Untitled - BTS Group Holdings

Untitled - BTS Group Holdings

Untitled - BTS Group Holdings

Mrs. Pichitra Mahaphon Independent Director / Member of the Audit Committee Director Absent at the Meeting -None- Member of the Advisory Board Present at the Meeting ProfessorDr.AmornChandara-Somboon Chairman of the Advisory Board Executives Present at the Meeting Mr. Surayut Thavikulwat Chief Financial Officer Mr. Daniel Ross Chief Investment Officer Mrs. Duangkamol Chaichanakajorn Accounting Director Ms. Chawadee Rungruang Financial Controller Advisors Present at the Meeting Mr. Paradon Leosakul Legal Advisor, The Capital Law Office Limited Ms. Thitiporn Prasertpakdee Legal Advisor, The Capital Law Office Limited Ms.Waraporn Prapasirikul Auditor,EYOfficeLimited Mr.Pornanan Kitjanawanchai Auditor,EYOfficeLimited Ms.SumesaTangyoosuk Auditor,EYOfficeLimited The Secretary to the Meeting informed the Meeting about the general information regarding the capital and shares of the Company as of the recorddate for determiningthe names of shareholderswho shall be entitled to attend the 2018 Annual General Meeting of Shareholders of June 14, 2018, as follows: Registered Capital 65,671,897,428.00 Baht Divided into 16,417,974,357 shares Paid-up Capital 47,380,891,572.00 Baht Issued Shares 11,845,222,893 shares Par Value per Share 4 Baht The Company had a total of 71,777 shareholders, where 71,503 shareholders were Thai shareholders holding an aggregate of 9,450,810,018 shares, or representing 79.79% of the total issued shares of the Company, and 274 shareholders were foreign shareholders holding an aggregate of 2,394,412,875 shares, or representing 20.21% of the total issued shares of the Company.

In this Meeting, there were 2,029 shareholders present in person and by proxy, holding an aggregate of 6,896,172,998 shares, or representing 58.219% of the total issued shares of the Company. A quorum was, therefore, duly formed according to the Company’s Articles of Association, which stated that there must be no less than 25 shareholders attending a meeting in person and by proxy, and they must collectively hold no less than one-third of the total issued shares of the Company. After the commencement of the Meeting, there were additional shareholders present in person and by proxy. Asaresult,thenumberofshareholdersattendingtheMeetingincreasedfromthecommenc ementoftheMeeting

to 2,394 shareholders holding altogether 6,957,299,255 shares, or representing 58.7351 % of the total issued shares of the Company. The Company had adjusted the number of votes of the shareholders attending the Meeting in each agenda item to be in line with the actual attendance and the Company’s good corporate governance practice. The Secretary to the Meeting then informed the Meeting that in this Meeting, the Company would use the barcode system for the registration and vote count, and further informed the Meeting about the voting procedures and the vote count method as detailed in the Invitation to the Meeting.

In addition, the Secretary to the Meeting advised the Meeting that prior to casting votes on each agenda item, the attendees would have an opportunity to make inquiries or give opinions in relation to such agenda item as appropriate. In the event that an inquiryor anopinionwasnot directlyrelatedto the agendaitem, the attendeeswererequestedto make such an inquiry or give such an opinion during the agenda item on “other business”. The Secretary to the Meeting informed the Meeting that the Company had also invited the shareholders to proposeagenda items in accordance with the Company’scriteriain advanceduringthe period from December 25, 2017 to March 31, 2018 as published on the Stock Exchange of Thailand’s website and the Company’s website on December 22, 2017.

However, no shareholders had proposed any agenda item for the Meeting. The Secretary to the Meeting informed the Meeting that Ms. Thitiporn Prasertpakdee, a representative from the Capital Law Office Limited, would witness the vote count, and, in order to promote the Company’s good corporate governance, invited the minority shareholders to witness the vote count. Ms. Wachinee Plubplueng, a shareholder attending the Meeting in person, volunteered as the representative of the minority shareholders to witness the vote count.

Mr. Keeree Kanjanapas, the Chairman of the Board of Directors and the Chairman of the Executive Committee, acted as the Chairman of the Meeting (the “Chairman”), declared the Meeting open and proceededto conduct the Meeting in accordance with the agenda items as specified in the Invitation to the Meeting as follows. Agenda Item 1 Message from the Chairman to the Meeting TheChairmanwelcomedandexpressedhisappreciationtoallshareholdersattendingthe Meetingandreported to the Meeting that the Group’s performance in the past year had increased to a satisfactory level. Net profit was Baht 4,416 million increased by 120.4% and net profit (excluding extraordinary items) was Baht 2,515 million increasedby77.5%.TheperformanceofCompany’scorebusinessesforthepastfiscalyea rcouldbesummarized as follows.

Mass Transit Business: Last year, the Group had entered into the concession contract for the MRT Pink Line Project (Khae Rai-Min Buri) and the concession contract for the MRT Yellow Line Project (Lat Phrao-Samrong), including the provisions regarding the extensions thereof, with the Mass Rapid Transit Authority (the “MRTA”). Thereafter, the MRTA had issued a Notice to Proceed for the MRT Pink Line Project and the MRT Yellow Line Project on June 29, 2018. Both projects were currently under the construction process and were expected to becompletedwithinthenext3-4years.Afterthefullserviceoperation oftheMRTNorthernGreenLineExtension Project (Mo Chit-Saphan Mai-Khu Khot), the MRT Southern Green Line Extension Project (Bearing-Samut Prakarn), the MRT Pink Line Project and the MRT Yellow Line Project, the Group would have a total route of approximately 133.5 kilometers.

The expected ridership would be approximately 2 million trips per day. The Group also expected its 46 new rolling stock, which was ordered 2 years ago, to be delivered this year, with the first rolling stock arriving Thailand in August 2018.

The Group was interested to participate in the bidding of the High-Speed Rail Project Linking 3 Major Airports, i.e.DonMuangInternationalAirport,SuvarnabhumiInternationalAirport,andU-Tapa oInternationalAirport, having a total track length of 220 kilometers, consisting of 9 stations, including the development of the State Railway of Thailand’s (the “SRT”) property, namely the land around Makkasan Station with a total area of approximately

150 rai, and the land surrounding Sriracha Station with a total area of approximately 25 rai. The project value was approximately Baht 220,974 million with the subsidy from the public sector of not exceeding Baht 119,425.75 million on a net present value basis.

At present, the Group was in the process of conducting a feasibility study for the investment in this project. The Group was well-equipped with experience and expertise, and was confident of its high competitiveness. Media Business: VGI Global Media Public CompanyLimited (“VGI”) had shifted its business strategy from being solely an offline media service provider to an offline-to-online media solutions (O2O Solutions) provider by integrating offline and online media. On July 5, 2018, the shareholders’ meeting of VGI had approved the acquisition of shares in Kerry Express (Thailand) Limited (“Kerry”), Thailand’s leading logistic service provider, resulting in VGI holding 23% of the total shares of Kerry.

Synergies with the strategic partners such as LINE, AIS and Kerry, as well as data analysis compiled by Rabbit Group, would enable VGI to offer a new media platform to fully respond to the customers’ needs. The Company presently held directly and indirectly 73.12% of the total shares of VGI. VGI’s current market capitalization was approximately Baht 58,439.4 million, which was the highest in comparison with other listed companies in the media sector (information as of July 20, 2018). As a result of the various synergies with its strategic partners, the Group firmly believed that VGI’s profitability would increase approximately 2-3 times in the next 3 years.

Property Business: FY 2017/18 was such a transformative change for the Group’s property business due to the entire business transfer of a subsidiary which engagedin the propertybusiness to U City Public CompanyLimited (“U City”). After the completion thereof, U City became the global property management company, as well as the vehicle for the Group’s property development and investment. The Company presently held 38.99% of the total shares of U City. With U City’s past performance and a number of new projects in the pipeline, the Group firmly believed that U City would be able to generate satisfactory returns to the Group, as its major shareholder, in the near future, as well as becoming a contributory factor to the Group’s property business growth.

In addition, the Group adhered to its commitment to operate its business on the principles of good corporate governance with the focus on social, community, and environmental development. The Group continued to organizeits CSR activities “Next Station Happiness” in orderto create long-termvalues to the shareholdersand other stakeholders, as well as increasing the organization’s sustainable growth. As a result of the Group’s commitment, the Group received the following assessment results and awards in the previous year: (1) Result of the Corporate Governance Report of Thai Listed Companies conducted by the Thai Institute of Directors (IOD): The Company and VGI were 2 of 110 companies that received the result of the 2017 corporate governance assessment in the 5-star group; (2) The Company and VGI were awarded “Listed Companies with Outstanding Achievement in Business Sustainability (ESG100)” for the year 2018.

This award was for listed companies that demonstrated outstanding environmental, social and governance (ESG) achievement; and (3) The Company was awarded “Thailand Top Company Award 2018”, out of a total of 13 companies that received the awards, organized by the University of the Thai Chamber of Commerce, Business Plus Magazine, and ARIP Public Company Limited.

Asregardstheanti-corruption,theGroupwascommittedtooperateitsbusinesswithloy alty,honesty, transparency and fairness and would not tolerate any forms of corruption. The Company had been awarded the certification of membership of Thailand’s Private Sector Collective Action Coalition Against Corruption since January 22, 2016 and would renew such certification in September 2018. In addition, the Chairman, on behalf of the Board of Directors, Executives and staff conveyed his sincere apologies for the disruption of BTS SkyTrain service during the end of June 2018. The Group was aware of the inconveniencescaused to all stakeholdersand had taken urgent actions to fix the problems,for both short-term

and long-term,in orderto quickly resume the normal passenger service. In this regard,the Grouphad replaced the radio communications equipment of the signaling system and upgraded the signal noise filters on all trains. All installation had been completed. This agenda item was for acknowledgement and no casting of votes was required. * * After Agenda Item 1, the Chairman assigned the Secretary to the Meeting to conduct the Meeting from Agenda Item 2 onwards. Agenda Item 2 To consider and adopt the Minutes of the 2017 Annual General Meeting of Shareholders The Secretary to the Meeting informed the Meeting that the Company had prepared the Minutes of the 2017 Annual GeneralMeeting of Shareholdersheld on July 25, 2017,and submitted a copy of the said minutes to the Stock Exchange of Thailand within 14 days from the meeting date and publicized the same on the Company’s website.

The details were as set out in the Invitation to the Meeting on pages 22-53. TheSecretaryto the Meetinggave the Meetingan opportunityto expressopinionsandmake inquiriesabout the agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to adopt the Minutes of the 2017 Annual General Meeting of Shareholders held on July 25, 2017 as proposed, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,955,851,256 99.9973 Disapproval 186,200 0.0026 Abstention 486,461 - Invalid Voting Cards 0 0.0000 Total (2,338 shareholders) 6,956,523,917 - * * Agenda Item 3 To consider and approve the report on the results of the Company’s business operation for the fiscal year ended March 31, 2018 The Secretary to the Meeting invited the executives who are in charge of the core business units to inform the Meeting of their performance, which can be summarized as follows.

Mass Transit Business: Mr. Surapong Laoha-Unya, the Director and Chief Executive Officer of Bangkok Mass Transit System Public Company Limited (“BTSC”), reported to the Meeting that in FY 2017/18, the fare of the coremasstransitnetworkincreasedby 2.8%YoYtoapproximatelyBaht6,800million.TheCompanyrecognized services revenue from the provision of electrical and mechanical works and the train procurement service for the MRT Northern and Southern Green Line Extension Projects in the amount of Baht 5,800 million, which was accordingtotheprogressof workcompletion.TheridershipforFY2017/18increasedby 1.3%YoYto241million trips and the average fare increased by 1.4% YOY to Baht 28.3 per trip due to the fare adjustment in October 2017.As regardsthe investment in BTS Rail Mass Transit GrowthInfrastructureFund(“BTSGIF”),the Company,

as the one-third unit holder of BTSGIF, received the share of net profit in the amount of Baht 949 million, an increaseof0.4%YoY,andthedividendintheamountofBaht1,553million,whichwas equivalenttothedividend yield at the rate of approximately 7.5%. As mentionedby the Chairman,the MRTPink LineProject andthe MRT YellowLineProject werecurrentlyunder the construction process. On October 10, 2017, Northern Bangkok Monorail Company Limited and Eastern Bangkok MonorailCompanyLimited, the companiesjointly established by the Company,Sino-ThaiEngineering & ConstructionPublicCompanyLimitedandRatchaburiElectricityGeneratingHoldingPu blicCompanyLimited with the shareholding ratio of 75%, 15% and 10%, respectively, had entered into a syndicated loan agreement among Bangkok Bank Public Company Limited, the Siam Commercial Bank Public Company Limited and KrungThaiBank Public Company Limited in the aggregate amountof up to Baht 63,400 million for the financing of boththeMRTPinkLineProjectandthe MRTYellowLineProject.Asregardstheprogressof the MRTNorthern and Southern Green Line Extension Projects, the Group expected that the MRT Southern Green Line Extension Project would be fully operated within December 2018, following the first operation of Samrong Station since April 3, 2017, and the MRT Northern Green Line Extension Project which was currently under the construction process would be opened for commercial operation in 2019.

Media Business: Mr.KavinKanjanapas,the DirectorandChairmanof theExecutiveCommittee of VGI,reported to the Meeting that in FY 2017/18, media business revenue increased by 29.7% YoY to Baht 3,902 million. Revenue breakdown for transit media, outdoormedia, office building and other media, and digital services was 58%, 24%, 9% and 9%, respectively. Thepastfiscal year wasanotheryearof solidprogressfor mediabusiness.VGI hadshifted its businessstrategy andestablisheditself asamarketleaderinThailandprovidingintegratedoffline-to-onlinesolutions(O2O) ,which could fully respond to the customers’ needs and seamlessly connect all communication, resulting in the launch of the “Station Sponsorship” campaign.

Last year, VGI had successfully used the campaign to introduce 9 brands on 11 BTS stations. This innovation had increased the communication effectiveness by creating impact and awareness through offline media, enabling engagement between brands and target audience with online mediachannels,throughtheuseof consumers’behavioranalysis,andactivatingconversionvia onlinepayment system.

VGI Group was still committed and continued to mark several developments from the past year. The details were as follows: (1) Transitmedia: besidesthe“StationSponsorship”campaign,whichgeneratedrevenueof Baht336million to VGI Group, it was also granted the rights to install advertising space on 19 stations of the MRT Sungai Buloh-Kajang Line in Kuala Lumpur, Malaysia, as well as the advertising media inside and outside 25 trains; (2) Office building media: in the previous year, VGI Group was granted the rights to install and manage digital screensin 12 additionaloffice buildings.As of March31, 2018,therewere174office buildingsunderVGI Group’s management; (3) Outdoor media: through the investment in Master Ad Public Company Limited (“MACO”), which had acquired 70% of the total shares of Comass Co., Ltd., a company engaging in outdoor media business with its media network comprising of 113 static billboards and 7 digital billboards covering the central business district of Bangkok and other provinces; (4) Aviation media: through the investment in Aero Media Group Co., Ltd.

(“AERO”), which had secured additional rights to operate inflight media, reaching a total of 80 airplanes in its portfolio, including Air Asia, Thai Lion Air and Nok Air, as well as the rights to operate aviation media in 14 airports in Thailand and 1 airport in Myanmar;

(5) Product sampling: through the investment in Demo Power (Thailand) Co., Ltd., which was granted the rights to product demonstration on 34 BTS stations; and (6) Digital services business: through the investment in BSS Holdings Co., Ltd. and Bangkok Smartcard System Co.,Ltd.,whichhad currentlyover8.9 RabbitCardsin thesystem and2.9millionusersof Rabbit- LINE Pay, an increase from 1.7 million users in the past year. Details of the report on the results of the Company’s business operation for the fiscal year ended March 31, 2018 were as set out under Section 4.4 “Management Discussion & Analysis” of the Annual Report 2017/18.

TheSecretaryto the Meetinggave the Meetingan opportunityto expressopinionsandmake inquiriesaboutthe agenda item. The shareholders expressed their opinions and made inquiries, and responses to the same were given, as summarized at the end of this agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item.

Resolution: The Meeting considered and resolved to approve the report on the results of the Company’s business operation for the fiscal year ended March 31, 2018 as proposed, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,951,928,184 99.9973 Disapproval 184,500 0.0026 Abstention 5,084,745 - Invalid Voting Cards 0 0.0000 Total (2,382 shareholders) 6,957,197,429 - * * Agenda Item 3 – Comments/Inquiries/Responses Inquiry Mr.

Sirivat Voravetvuthikun made an observation that the Group’s media business model in the forms of offline and online was similar to that of Alibaba and Focus Media in China, and further asked why the Company’s market capitalization and share price did not increase during the past 5 years given the additional investments in VGI and U City. Response The Chairman explained that the market capitalization of the subsidiaries and associated companiessuchasVGI,BTSGIFandUCity, basedontheshareholdingratiooftheCompany, were approximately Baht 40,000 million, Baht 22,000 million and Baht 6,000 million, respectively.

These amounts reflected the actual value and corresponded to the market capitalization of the Company, which was approximately Baht 100,000 million.

Inquiry Mr. Boonchuay Tangwattanasirikul asked (1) whether the revenues generating from the MRT Pink Line Project and the MRT Yellow Line Project in the future would be considered as extraordinary items; (2) whether the difference of approximately Baht 70,000 million between the registered capital of Northern Bangkok Monorail Company Limited and Eastern Bangkok Monorail Company Limited in the amount of approximately Baht 3,500 million each, and the investment cost of these two companies in the aggregate amount of approximately Baht 96,000 million, would require the procurement of loan in full amount; (3) whether the public

sectorwouldgraduallypaythesubsidyforthe civilworksintheamountofapproximatelyBaht 47,000 million, i.e. Baht 4,700 million per year within the period of 10 years; and (4) the benefits that the Company would obtain from the entry into the entire business transfer transaction of a subsidiary which engages in the property business to U City, and the synergy with Sansiri Public Company Limited (“SIRI”). Response The Chairman and Mr. Surapong Laoha-Unya, jointly explained that (1) the revenues generating from the MRT Pink Line Project and the MRT Yellow Line Project would not be consideredas extraordinaryitems since it would derive from the ordinarycourseof business.

Northern Bangkok Monorail Company Limited and Eastern Bangkok Monorail Company Limited would recognize the profit from the operations of the MRT Pink Line Project and the MRT Yellow Line; while the Company would receive returns in the form of dividend; (2) according to the Terms of Reference of the MRT Pink Line Project and the MRT Yellow Line Project, prior to the service operation, Northern Bangkok Monorail Company Limited and Eastern Bangkok Monorail Company Limited were required to have the registered capital in the amount of Baht 14,000 million each. On October 10, 2017, both companies had entered into the syndicated loan agreements with the banks; (3) after the opening for commercial operation of the MRT Pink Line Project and the MRT Yellow Line Project, the public sector wouldgraduallypaythesubsidytoNorthernBangkokMonorailCompanyLimitedandEaster n BangkokMonorailCompanyLimitedwithintheperiodof 10yearsor equivalenttotheaverage amount of approximately Baht 4,000 million per year; and (4) the Company wished to partner with experts in the property business, and foresaw that U City had some potential and was transforming into the right direction.

Prior to the entry into the entire business transfer transaction with U City, the Company partnered with SIRI for the development of residential projectsor condominiumalongthe mass transit routes.Theprojectsreceivedgoodfeedback and started to recognize some profit. This showed the success of the synergy between the Company, which was well-known, and SIRI, the marketing expert. Inquiry Mr. Rittichai Charoenporn asked about (1) the ratio between the net profit margin of the installation of electrical and mechanical works and the operation and maintenance services and the Company’s net profit because the revenue of Company increased dramatically; and (2) whether the MRT Pink Line Project and the MRT Yellow Line Project had any chance of making a loss.

Response The Chairman explained that the revenue from the installation of electrical and mechanical works and the operationand maintenanceservices was BTSC’s incomefrom its contractwith KrungthepThanakomCompanyLimited.TheCompanywouldrecognizethesameinthe form of profit allocated by BTSC through the dividend payment, which was according to the progress of work completion; and (2) after the opening for commercial operation of the MRT Pink Line Project and the MRT Yellow Line Project, Northern Bangkok Monorail Company LimitedandEasternBangkokMonorailCompanyLimitedwouldreceivefare-boxrevenuean d subsidy for the civil works from the public sector which would be paid in the amount of approximately Baht 4,000 million per year within the period of 10 years.

The Company was confidentoftheinvestmentintheseprojects.Inaddition,theCompanywouldreceivere venue fromBTSC,whichwouldbeengagedasaserviceproviderfortheoperationandmaintenance services of the MRT Pink Line Project and the MRT Yellow Project. * *

Agenda Item 4 To consider and approve the Company and its subsidiaries’ report and consolidated financial statements for the fiscal year ended March 31, 2018 The Secretary to the Meeting invited Mr. Surayut Thavikulwat, the Chief Financial Officer, to report the details of this agenda item to the Meeting. Mr. Surayut Thavikulwat reported to the Meeting the significant figures as stated in the Company and its subsidiaries’ report and consolidated financial statements for the fiscal year ended March 31, 2018 as follows: Consolidated Financial Statements Fiscal Year Ended March 31, 2017 2018 Total Assets (Baht Million) 93,631 106,057 Total Liabilities (Baht Million) 48,449 59,702 Total Shareholders’ Equity (Baht Million) 45,182 46,355 Total Revenues (Baht Million) 8,815 16,987 Net Profit - a portion attributable to equity holders of the Company (Baht Million) 2,003 4,416 Recurring Net Profit - a portion attributable to equity holders of the Company (Baht Million) 1,417 2,515 Earnings per Share - a portion attributable to equity holders of the Company (Baht/Share) 0.17 0.37 Recurring Earnings per Share - a portion attributable to equity holders of the Company (Baht/Share) 0.12 0.21 DetailsontheCompanyanditssubsidiaries’reportandconsolidatedfinancialstateme ntsforthefiscalyearended March 31, 2018 were as set out under Section 6.2 “Independent Auditor’s Report”, Section 6.3 “Audited Financial Statements”, and Section 6.4 “Notes to the Consolidated Financial Statements” of the Annual Report 2017/18.

The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. The shareholders expressed their opinions and made inquiries, and responses to the same were given, as summarized at the end of this agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item.

Resolution: The Meeting considered and resolved to approve the Company and its subsidiaries’ report andconsolidatedfinancialstatementsforthe fiscalyear endedMarch31,2018asproposed, with a simple majority vote of the shareholders attending themeetingand casting their votes, excluding abstentions from the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,951,960,510 99.9968 Disapproval 213,800 0.0030 Abstention 5,119,445 - Invalid Voting Cards 2,000 0.0000 Total (2,393 shareholders) 6,957,295,755 - * *

Agenda Item 4 – Comments/Inquiries/Responses Inquiry Ms.

Suporn Pathumsuwanwadee expressed her opinion and provided suggestions that (1) the dividend rate should be in line with the numberof BTS SkyTrain’sridership, and (2) as regardsthedisruptionofBTSSkyTrainservice,theCompanyshouldrapidlysolvethepro blems in order to avoid complaints from the society. Response The Chairman explained that (1) the Company presently paid the dividend at the dividend payout ratio of almost 90%, and (2) the Company understood the inconveniences caused to all passengers and had tried its best to find the solutions, as well as providing compensation measures for passengers affected by the train service delays.

Inquiry Mr. Rittichai Yipcharoenporn asked about the increase of the net profit pursuant to the consolidated financial statements in the amount of approximately Baht 2,000 million. Response Mr. Surayut Thavikulwat explained that the increase of the net profit mostly came from the entryintotheentirebusinesstransfertransactionofasubsidiarywhichengagesinthe property businesstoUCity, inwhichtheCompanyrecognizedtheprofitintheamountofapproximately Baht 1,900 million. Inquiry Mr. Somsak Likitkanchanakul made an observation that the Company used the cost method to account for investments in subsidiaries, joint ventures and associates in the separate financial statements.

However, the TAS 27 (revised 2016) Separate Financial Statements stipulated an additional option for the Company to account for investments under the equity method, which would better reflect the performance of the Company, and further asked for the year in which most of the loss incurred and resulted in the negative unappropriated retained earnings of approximately Baht 9,416 million.

Response Mr. Surayut Thavikulwat explained that the unappropriated retained earnings was negative due to the elimination method for the preparation of the consolidated financial statements, which was an accounting technique. For example, in 2013, the Company sold the net fare- box revenue to BISGIF and recognizedthe profit of approximately Baht 20,000 million. Since the Company held 33.33% of the total units in BTSGIF, the Companyhad to deduct 1/3 of the profit and accounted the remaining amount of approximately Baht 13,497.5 million in the consolidated financial statements.

Inquiry Mr.

Somsak Likitkanchanakul made an observation that such explanation might be incorrect becausetheseparatefinancialstatementsaccountedtheprofitfromBTSGIFofapproxim ately Baht 20,000 million and the distribution of dividend, which had already been made, in the amount of approximately Baht 20,000 million. However, the Company had deducted such dividend amount from the unappropriated retained earnings in the consolidated financial statements,resultingintheCompanyhavingaccumulateddeficitofapproximatelyBaht 9,416 million. Therefore, the Company should consider deducting such dividend amount from the shareholders’equity in the consolidatedfinancialstatements and clearlyspecify the rationale in the notes to the consolidated financial statements.

Given the accumulated deficit in the Company’s consolidated financial statements, it resulted in the Company’s shares being unattractiveforinvestorstomakemoreinvestment.Moreover,theCompanymightnotbea ble tomakethedividendpaymentaccordingtoSection115of thePublicLimitedCompaniesAct. Response The Chairman thanked the shareholder for the suggestions and would reconsider the accumulated deficit issue with the Company’s auditors.

Inquiry Mr. Boonchuay Tangwattanasirikul asked about the financial statements as follows: (1) the securities which the Company invested in since the investment in derivative instruments increased from approximately Baht 123 million to approximately Baht 2,200 million; (2) the increaseofadvances tocontractorsandforacquisitions ofassets fromapproximately Baht3,000 million in the previous year to approximately Baht 10,000 million, and (3) the negative net cash used in operating activities of approximately Baht 9,000 million.

Response Mr. Surayut Thavikulwat explained that (1) since the saving interest rate for the past period wasnot very high,the Companychoseto investin derivativeinstrumentswhichofferedbetter returnswithalowrisk;(2)theadvancestocontractorsandforacquisitionsofassetsin creased from the expenses of the MRT Pink Line Project and the MRT Yellow Line Project during the period when Northern Bangkok Monorail Company Limited and Eastern Bangkok Monorail Company Limited had not yet received the Notice to Proceed from the MRTA.

On June 29, 2018, the MRTA had issued the Notice to Proceed.Therefore,the Company would be able to record this item as work in progress in the next fiscal year; and (3) the IFRIC Interpretation 12: ServiceConcessionArrangementsstipulatedthattheCompanyshouldrecordtheinvestm ent in the MRTPink LineProjectandtheMRT YellowLineProjectas operatingcashflow. Thiswas different from the past period which was recorded as investment cashflow. Inquiry Mr. Pronnapong Udomthong asked why the debt-to-equity ratio stated in the Annual Report 2017/18was lower than the calculatedratio. In 2017/18,the Company had liabilities pursuant totheconsolidatedfinancialstatementsofapproximatelyBaht59,702millionandshar eholders’ equity of approximatelyBaht 46,355million.

The Company’sdebt-to-equityratio should be at one times. Nonetheless, the Annual Report stated that on March 31, 2018, the Company had the debt-to-equity ratio at 0.37 times.

Response Mr. Surayut Thavikulwat explained that the debt-to-equity ratio stated in the Annual Report wascalculatedbyeliminating2unrelateditems,i.e.(1)liquidassets, suchascashforinvestment, and (2) non-interest-bearing liabilities. Suggestion Mr. Basant Kumar Dugar expressed his opinion and provided suggestions which could be translated in summary as follows: (1) appreciation for the management and operation of the Company which reflected in the growth of the market capitalization, the performanceand the good financial status of the Company; and (2) in the event that the market interest rate was low, the Company might consider using cash to repay the existing loan and refinance with lower interest rate which would be beneficial to the Company.

Inquiry Mr. Weerachai Kiatwimol asked about (1) the Mangmoom Cards which could not be used with BTS SkyTrain system and whether such would affect the determination of the maximum fare price, the revenueand the share price of the Company in the future; (2) the average age of the directors at around 70-80 years old which was quite high; and (3) the progress of the construction of Saphan Taksin Station and the construction of a new station located next to Chong Nonsi Station. Response The Chairman explained that (1) in the past, the Rabbit Card Project was initiated from the public sector’s request for collaboration from the service providers, for example, the Ministry of Transport, Bangkok Metropolitan Administration (“BMA”), the State Railway of Thailand, and bus service providers, etc.

Each service provider would hold shares in the joint venture company operating the Rabbit Card Project on a pro rata basis to their respective number of passengers. Nonetheless, other service providers were not interested to participate in the project at that time. The Group would be pleased to join the Mangmoom Card Project to facilitate the passengers. Meanwhile, the Group would also improve the Rabbit Cards to be

used with other mass transit system as well; (2) even though the ages of some directorswere quitehigh,they wereall qualifiedpersonswith knowledgeandexpertisein management,and a strong commitment to develop the businesses of the Group firmly into the future; and (3) at present, the expansion of Saphan Taksin Station, which was the bottleneck station, was pending approval for the environmental impact assessment (EIA). The Company would be responsible for the construction costs and had already purchased the new rolling stocks to accommodate the additional service. Moreover, the Company had a plan to construct Sueksa Witthaya Station, a new station located next to Chong Nonsi Station in order to provide more convenience to the passengers.

Inquiry Mr. Saroj Chittibophitr asked (1) why BTS SkyTrain fare table included Sueksa Witthaya Station as one station in the fare calculation base since Sueksa Witthaya Station had not yet been constructed; and (2) why the Company had to additionally construct Sueksa Witthaya Station since Chong Nonsi Station was not far from Surasak Station. Response Mr. Surapong Laoha-Unya explained that (1) BTS SkyTrain fare was calculated based on the averagedistance.SincetheroutepassedSueksaWitthayaStation,thefarecalculation included SueksaWitthayaStationinthecalculationbase.Atpresent,theconstructionofSueksa Witthaya Station had been approved for the environmental impact assessment (EIA).

Upon BMA’s instructiontocommencetheconstruction,theCompanywouldbeabletoproceedimmediat ely; and (2) the Company calculated the average distance between each station to determine the constructionofanewstation.ThedistancefromSueksaWitthayaStationtoSurasakStat ionwas approximately 800-900 meters, which was the average distance standard. The Chairman further explained that the construction of Sueksa Witthaya Station had been planned since the commencement of BTS SkyTrain construction 20 years ago. At that time, theCompanyforesawthattheremightnotbemanypassengersaroundSueksaWitthayaStati on andputsuchinvestmentonhold.Currently,thereweresomedemandfrompassengersaroun d Sueksa Witthaya Station to use BTS SkyTrain.

Therefore, the Company would proceed to construct an additional station to facilitate the passengers. Inquiry Mr. Sirivat Voravetvuthikun asked (1) given the current average BTS SkyTrain passengers of approximately 660,000 per day and following the construction of the new stations, which would be completed in 2019, what the percentage of increased passengers would be and whether the service revenue would increase accordingly; and (2) given that the Company had made additional investment through its subsidiaries, such as VGI, which should result in more dividend income, what the percentage of expected dividend would be comparing to FY 2017/18.

Response The Chairmanexplained that since 2017, the averagegrowth of businesses under the Group was not less 25 percent per year. However, the Company would not receive revenues from the new stations in the extension lines since they belonged to BMA. However, the Company would gain more revenuesfrom the operationand maintenanceservices providing to BMA in the extension lines. The Company expected that in 2019, the businesses under the Group would grow on an average not less than 25%. Inquiry Acting Sub Lt. Prasert Sawadpong asked (1) whether the Company had a discount policy for elderly people and what the criteria was; (2) whether the names of Karn Kaha Station and Bearing Station should be changed because they did not reflect their real locations; and (3) why the locations of BTS SkyTrain stations in the MRT Southern Green Line Extension Project were very far from each other, which would result in the passengers’ inconvenience.

Response Mr. Surapong Laoha-Unya explained that (1) the Company had Senior Rabbit Cards for elderly people, where they would get 50% discount for the fare price by showing their identification cards at all BTS SkyTrain stations in order to get the Senior Rabbit Cards; (2) the Company was not involved in the names of the stations. The MRT and BMA named Karn Kaha Station and Bearing Station, respectively. However, the Company would inform the MRT and BMA of the suggestion; and (3) the MRT was responsible for determining the locations and the construction of the MRT Southern Green Line Extension Project.

* * Agenda Item 5 To consider and approve the dividend payment for the fiscal year ended March 31, 2018 The Secretary to the Meeting invited Mr. Surayut Thavikulwat, the Chief Financial Officer, to report the details of this agenda item to the Meeting.

Mr. Surayut Thavikulwat reported to the Meeting the dividend payment for the fiscal year ended March 31, 2018 to the Meeting as follows. The Company has a policy to pay dividends at the rate of no less than 50% of the net profit after income tax in accordance with the separate financial statements where the Company will pay dividends in the following fiscal yearbytakingintoconsiderationthecashflowfromthebusinessoperation.Theannounc ementofannualdividend paymentmustbe approvedby theAnnualGeneralMeetingofShareholders.However, the BoardofDirectorsmay deem it appropriate to pay interim dividends should the Companyhave sufficient profit and working capital for the businessoperationaftersuchinterimdividendpayment.Inthisregard,theBoardofDir ectorshastheresponsibility to inform the shareholders of such payment in the subsequent shareholders’ meeting.

The Board of Directors takes various factors into account when considering paying dividendsto the shareholders, namely the Company’s performance, liquidity, current cash flow, and financial status; regulations or conditions regarding dividend payment as set forth in the loan agreements, bonds, any contracts imposing liabilities on the Company, or other agreements or contracts that the Companyis obliged to complywith; future businessplan and capital investment requirement; and other factors as the Board of Directors deemed appropriate. Moreover, the Company is subject to the Public Limited Companies Act B.E.

2535 (1992) (as amended), which provides that the Company may not pay dividends should the Company still have accumulated deficit despite having net profit in such particular year. Additionally, the Public Limited Companies Act B.E. 2535 (1992) (as amended) further requires that the Company sets aside at least 5% of the annual net profit after deducting accumulated deficit brought forward (if any) as a legal reserve until such legal reserve reaches at least 10% of the registered capital. In addition to the legal reserve, the Board of Directors may consider setting aside other types of reserves as it may deem appropriate.

Thereafter, Mr. Surayut Thavikulwat informed the Meeting that, according to the operating results and the financial position of the Company pursuant to the separate financial statements for the fiscal year ended March 31, 2018, the Company had a net profit in the amount of Baht 4,760.8 million and unappropriated retained earnings in the amount of Baht 12,597.5 million. Therefore, the Meeting was requested to consider and approve the dividend payment for the fiscal year ended March 31, 2018 at the rate of Baht 0.35 per share (35 Satang per share) or equivalent to thetotal dividendpaymentintheamountofapproximatelyBaht4,145.3millionfromsuch netprofit, which was in line with the Company’s dividend payment policy.

In addition, Mr. Surayut Thavikulwat requested the Meeting to acknowledge that the Company had made an interim dividend payment to the shareholders on February 2, 2018 at the rate of Baht 0.165 per share (16.50 Satang per share) or equivalent to the amount of Baht 1,954.0 million, as well as acknowledging that the Company had set aside funds for the legal reserve in the amount of Baht 238.0 million (equivalent to 5% of the

annual net profit as required by law), and requested the Meeting to consider and approve the final dividend payment at the rate of Baht 0.185 per share (18.50 Satang per share) or equivalent to the dividend to be paid in the amount of approximately Baht 2,191.4 million (total dividend less Baht 1,954.0 million interim dividend already paid). The Company would pay the final dividend to the shareholders of the Company whose names appear in the shareholders’ register book on the record date of August 2, 2018, on which the names of the shareholders entitled to receive the dividend payment would be determined, and set thedividend payment date on August 16, 2018.

Details on the tax credit claims for the final dividend by the individual shareholders under the criteria of Section 47 bis of the Revenue Code are as follows: (1) For the dividend of Baht 0.0848 per share (8.48 Satang per share), which would be payable from the annual net profit of the Company that is subject to the corporate income tax at the rate of 20% of the net profit,individualshareholdersareentitledtoclaimthetaxcreditsattherateof20/8 0timesofthedividend received; and (2) For the dividend of Baht 0.1002 per share (10.02 Satang per share), which would be payable from the dividend revenues derived from business entities that are exempted from the corporate income tax calculation base, individual shareholders cannot claim any tax credits therefrom.

In this regard, shareholders who are disqualified to receive the dividend under the law will not be entitled to the dividend payment.

A comparison of the dividend payments in the 3 fiscal years was as follows: Items Fiscal Year ended March 31, 2016 2017 2018 Net Profit (separate financial statements) Baht6,555.0million Baht4,423.8 million Baht4,760.8 million Unappropriated Retained Earnings (separate financial statements) Baht13,229.9 million Baht11,454.9 million Baht12,597.5 million Number of Shares - Interim Dividend - Final Dividend 11,830.4 million shares 11,836.7 million shares 11,837.1 million shares 11,842.5 million shares 11,842.2 million shares Approx.11,845.2millionshares* Total DividendperShare - Interim Dividend - Final Dividend Baht0.68per share Baht0.34per share Baht0.34per share Baht0.34per share Baht0.165per share Baht0.175per share Baht0.35per share Baht0.165 per share Baht0.185per share Total Dividend Baht8,046.8 million Baht4,025.6million Baht4,145.3million* Dividend Payout Ratio 122.8% 91.0% 87.1%* * Calculated from the total number of paid-up shares of the Company in the amount of 11,845.2 million shares after the exercise of the BTS-W4 Warrants.

The Company was able to determine the exact number of the newly issued ordinary shares as a result of the exercise of such warrants of the Company on June 14, 2018 as per the announcement of the foregoing on the website of the Stock Exchange of Thailand.

The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. The shareholders expressed their opinions and made inquiries, and responses to the same were given, as summarized at the end of this agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to approve the dividend payment for the fiscal year ended March 31, 2018 from the net profit of the Company pursuant to the separate financial statements at the rate of Baht 0.35 per share (35 Satang per share) or equivalent to the total dividend payment in theamount of approximately Baht 4,145.3 million, and the final dividend payment at the rate of Baht 0.185 per share (18.50 Satang per share) or equivalent to the dividend to be paid in the amount of approximately Baht 2,191.4 million to the shareholders of the Company as proposed, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,956,545,794 99.9968 Disapproval 220,200 0.0031 Abstention 533,261 - Invalid Voting Cards 0 0.0000 Total (2,394 shareholders) 6,957,299,255 - In addition, the Meeting acknowledged the interim dividend payment on February 2, 2018 at the rate of Baht 0.165 per share (16.50 Satang per share) or equivalent to the amount of Baht 1,954.0 million and the allocation of funds as the legal reserve in the amount of Baht 238.0 million as reported.

* * Agenda Item 5 – Comments/Inquiries/Responses Inquiry Mr. Somsak Likitkanchanakul made an observation that at present, the Company chose the cost method to account for investments in subsidiaries, joint ventures and associated companies in the separate financial statements, resulting inthe Company having the retained earnings in the amount of Baht 12,597.5 million pursuant to the separate financial statements. However, if the Company chose the equitymethod to account for investments, it would cause the Company to have accumulated deficit and, consequently, could not make the dividend payment pursuant to Section 115 of Public Limited Company Act.

Response Miss Waraporn Prapasirikul, the auditor from EY Office Limited, explained that according to TAS 27 (revised 2016) Separate Financial Statements, an entity may choose either the cost methodortheequity methodtoaccountforinvestments. Bothmethodswerecorrectaccording to the accounting principles. In this regard, the Company chose to account for the investments under the cost method in the separate financial statements and explicitly disclosed the accounting policy in the notes to the consolidated financial statements. Mr. Paradon Leosakul, the legal advisor from The Capital Law Office Limited, further explained that the Company did not have accumulated deficit and had retained earnings

pursuant to the separate financial statements. Therefore, the Company could pay the dividend according to the laws. * * Agenda Item 6 To determine the directors’ remuneration The Secretary to the Meeting informed the Meeting that the Board of Directors, through the Nomination and Remuneration Committee, had considered the directors’ remuneration by taking into account the Company’s operatingresults,thesizeofthebusiness,andtheresponsibilitiesofthedirectorsi ncomparisonwith other listed companies on the Stock Exchange of Thailand with a similar market capitalization and other listed companies within the same industry, and requested the Meeting to determine the directors’ remuneration for 2018 and the directors’ bonus for the fiscal year ended March 31, 2018 as follows.

(1) Monetary Remuneration Fixed Remuneration: To pay at the same rate as the previous year as follows: Monthly Remuneration Year 2017 Year 2018 ChairmanoftheBoardofDirectors Baht 80,000 / month Baht 80,000 / month Chairmanof the Audit Committee Baht 67,000 / month Baht 67,000 / month Directors Baht40,000 / person / month Baht40,000/ person / month Meeting Allowance Year 2017 Year 2018 Board of Directors None None Audit Committee Chairmanof the Audit Committee Baht 20,000 / attendance Baht 20,000 / attendance Membersof the Audit Committee Baht20,000/person/attendance Baht20,000/person/attendance Other Sub-Committees None None Directors’ Bonus: To pay the directors’ bonus in the total amount of Baht 22.0 million as consideration for theBoardof Directors’performanceforthefiscalyearendedMarch31, 2018.Thedirectors’bonuswould be allocatedas agreedamongthe directorsafter approvalby the shareholders’meeting.Such directors’ bonus was the same amount as that of the previous year.

Fiscal Year Ended March 31, 2017 Fiscal Year Ended March 31, 2018 Baht 22.0 million Baht 22.0 million (2) Others Benefits -None- The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item.

Resolution: The Meeting considered and resolved to approve the directors’ remuneration for 2018 and the directors’ bonus for the fiscal year ended March 31, 2018 as proposed, with a vote of no less than two-thirds of the total number of votes of the shareholders attending the meeting, including abstentions in the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,923,321,693 99.5116 Disapproval 33,079,788 0.4754 Abstention 890,774 0.0128 Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 100.0000 * * Agenda Item 7 To consider the election of directors to replace those who will retire by rotation The Secretary to the Meeting informed the Meeting that, according to the Public Limited Companies Act B.E.

2535(1992)(as amended) andArticle 14. of the Company’sArticlesof Association,at least one-thirdof the total number of directors must retire by rotation at the Annual General Meeting of Shareholders in each year and if it should be impossible for the number of directors to be divided into three, the number nearest to one-third must retire and the retired directors would be eligible for re-election. At present, the Company had 14 directors in total. There were 5 directors who were due to retire by rotation at the 2018 Annual General Meeting of Shareholders, namely: Name Position (1) Dr. Paul Tong Director (2) Professor Lt.

Gen. Phisal Thepsithar* Independent Director (3) Mr. Cheong Ying Chew, Henry* Independent Director (4) Mr. Chulchit Bunyaketu Director (5) Dr. Karoon Chandrangsu Director * Professor Lt. Gen. Phisal Thepsithar and Mr. Cheong Ying Chew, Henry had held the position of independent director of the Company for 18 years and 8 years, respectively. In order to be in line with the recommendations of the Thai Investors Association and the minority shareholders, the 5 directors who were due to retire by rotation temporarily left the meeting room during the consideration of this agenda item.

Thereafter,theSecretarytotheMeetinginformedtheMeetingthattheNominationandRe munerationCommittee (by the members of the Nomination and Remuneration Committee having no conflict of interest) had reviewed the qualifications of the 5 directors who were due to retire by rotation at the 2018 Annual General Meeting of Shareholders and viewed that these 5 persons had full qualifications and did not have any prohibited characteristics under the Public Limited Companies Act B.E. 2535 (1992) (as amended), the Securities and Exchange Act B.E. 2535 (1992) (as amended), and the relevant regulations. In addition, the Nomination and Remuneration Committee had considered the qualifications of Professor Lt.

Gen. Phisal Thepsithar, Mr. Cheong Ying Chew, Henry, and Dr. Karoon Chandrangsu and viewed that they are suitable and qualified under the Definition of Independent Director of the Company. Therefore, the Meeting was requested to consider the

re-electionofthese5personsasthedirectorsoftheCompanyforanothertermofoffice. Inthisregard, Professor Lt. Gen. Phisal Thepsithar, Mr.Cheong Ying Chew, Henry, and Dr. Karoon Chandrangsu would hold the position asindependentdirector oftheCompany.Theprofilesandworkexperienceofthese5personsandtheDefinition of Independent Director of the Company were as set out in the Invitation to the Meeting on pages 54-64. The Secretary to the Meeting further informed the Meeting that, in compliance with the principles of good corporategovernance, the Company invited the shareholders to nominate candidates tobe elected as directors at the 2018 Annual General Meeting of Shareholders during the period from December 25, 2017 to March 31, 2018 as per the details disclosed on the Stock Exchange of Thailand’s website and the Company’s website on December 22, 2017.

Nonetheless, no shareholders nominated any candidates for election as directors of the Company. Furthermore, in compliance with the best practice guidelines for shareholders’ meetings of the Office of Securities and Exchange Commission and the Company’s good corporate governance, the election of each director would be conducted individually, and all voting cards, whether approval, disapproval, or abstention, would be collected.

The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution to elect each director individually. Resolution: The Meeting considered and resolved to approve the re-election of (1) Dr. Paul Tong, (2) Professor Lt. Gen. Phisal Thepsithar, (3) Mr. Cheong Ying Chew, Henry, (4) Mr. Chulchit Bunyaketu and (5) Dr. Karoon Chandrangsu, who were due to retire by rotation as the directors of the Company for another term of office.

In this regard, Professor Lt. Gen. Phisal Thepsithar, Mr. Cheong Ying Chew, Henry, and Dr. Karoon Chandrangsu would hold the position as independent director of the Company as proposed, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, details of which were as follows: (1) Dr. Paul Tong Votes Number of Votes Percentage Approval 6,593,853,381 94.7867 Disapproval 362,654,679 5.2131 Abstention 784,195 - Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 - (2) Professor Lt. Gen.

Phisal Thepsithar Votes Number of Votes Percentage Approval 6,449,008,584 92.7043 Disapproval 507,517,164 7.2955 Abstention 766,507 - Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 -

(3) Mr. Cheong Ying Chew, Henry Votes Number of Votes Percentage Approval 6,545,020,723 94.0845 Disapproval 411,501,237 5.9153 Abstention 770,295 - Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 - (4) Mr. Chulchit Bunyaketu Votes Number of Votes Percentage Approval 6,625,361,695 95.2394 Disapproval 331,165,765 4.7604 Abstention 764,795 - Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 - (5) Dr. Karoon Chandrangsu Votes Number of Votes Percentage Approval 6,627,126,689 95.2700 Disapproval 329,012,414 4.7298 Abstention 1,153,152 - Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 - * * Agenda Item 8 To consider and approve the appointment of auditors and the determination of audit fee for the fiscal year ending March 31, 2019 The Secretary to the Meeting informed the Meeting that, in compliance with Section 120 of the Public Limited Companies Act B.E.

2535 (1992) (as amended), which required that auditors be appointed and audit fee be determined at the Annual General Meeting of Shareholders every year, the Audit Committee had selected auditors in accordance with the criteria of the Public Limited Companies Act B.E. 2535 (1992) (as amended) and the relevant Notifications of the Capital Market Supervisory Board. In this regard, the Audit Committee had reviewedthe performanceof the auditors of EY Office Limitedfor the previous year and viewed that the auditors of EY Office Limited were independent and qualified to act as the auditors of the Company, and that they had performed their duties responsibly.

Therefore, the Meeting was requested to consider and approve the appointmentof the auditors of EY Office Limited as the Company’sauditors for the fiscal year ending March31, 2019, where any of the following auditors shall be authorized to review and give opinion on the Company’s financial statements:

(1) MissWarapornPrapasirikul:CertifiedPublicAccountant(Thailand)No.4579(whosign edtheCompany’s financialstatements from the fiscal year endedMarch31, 2017to the fiscal year endedMarch31, 2018); and/or (2) MissSirapornOuaanunkun:CertifiedPublicAccountant(Thailand)No.3844(whosigned theCompany’s financialstatements from the fiscal year endedMarch31, 2012to the fiscal year endedMarch31, 2016); and/or (3) Mrs.ChonlarosSuntiasvaraporn:Certified PublicAccountant(Thailand)No. 4523(whohasneversigned the Company’s financial statements).

None of the proposed auditors had any relationship with or any interest in the Company, subsidiaries, executives, major shareholders, or any related persons thereof, and, therefore, they were independent to audit and give opinion on the Company’s financial statements.

In addition, neither Miss Waraporn Prapasirikul nor Mrs. ChonlarosSuntiasvarapornhadaudited,reviewed,or given opinionon theCompany’sfinancialstatements for 5 consecutive fiscal years. As for Miss Siraporn Ouaanunkun, though she had audited, reviewed, and given opinions on the Company’s financial statements for 5 consecutive fiscal years, she already ceased her role as the Company’s auditor for more than 2 fiscal years. Therefore, all of the proposed auditors possessed the qualificationsas requiredby the relevantNotifications of the Capital Market SupervisoryBoard.The profiles and work experience of the 3 auditors were as set out in the Invitation to the Meeting on pages 65-67.

Moreover, the Audit Committee had considered the proposed audit fee of EY Office Limited for the fiscal year ending March 31, 2019 and viewed that it was appropriate and suitable for the scope of audit. Therefore, the Meetingwasrequestedto consideranddeterminetheauditfeeof theCompanyforthefiscal yearendingMarch 31, 2019 in the amount of not exceeding Baht 5.35 million, an increase of Baht 0.75 million from the previous fiscal year. This was because there were 50 companies under BTS Group’s consolidated financial statements. Although the number of subsidiaries decreased following the completion of the entire business transfer transaction of Unicorn Enterprise Company Limited (formerly a wholly-owned subsidiary of the Company) to U City Public Company Limited in March 2018, the auditors were still required to audit those companies as associated companies of the Company, which was a more complicated work.

In addition, there was a new accountingstandard (TFRS 15 Revenue from Contractswith Customers) which would becomeeffective in 2019 and,hence,requiredthe reviewof BTSGroup’simpactevaluationfrom2018onwards.All of theseconsequently affected the quantity of works and the auditing period of the auditors.

Details of the Company’s audit fee in comparison with the previous year were as follows: Auditors’ Fee Fiscal Year ended March 31, 2018 2019 Fee for the audit of the year-end financial statements Baht 2,400,000 Baht 2,800,000 Fee for the review of the interim financial statements (for the periods ending June 30, September 30, and December 31) Baht 1,200,000 (Baht 400,000 per quarter) Baht 1,350,000 (Baht 450,000 per quarter) Fee for the review of the consolidated financial statements (for the periods ending June 30, September 30, December 31 and March 31) Baht 1,000,000 (Baht 250,000 per quarter) Baht 1,200,000 (Baht 300,000 per quarter) Total Baht 4,600,000 Baht 5,350,000

The Secretary to the Meeting further informed the Meeting that the auditors of EY Office Limited would be the auditors of the Company’s subsidiaries for the fiscal year ending March 31, 2019 (and for the fiscal year ending December 31, 2018 for Master Ad Public Company Limited (“MACO”) and its subsidiaries), except for 2 subsidiaries, i.e. MACO Outdoor Sdn Bhd, which was incorporated in Malaysia and had appointed Leslie Yap & Co.,alocalfirm,as its auditor,andVGIGlobalMedia(Malaysia)SdnBhd,whichwas incorporatedinMalaysia and had appointed Crowe Horwath, a local firm, as its auditor. The preliminary audit fee of the subsidiaries of the Company for the fiscal year ending March 31, 2019 (and for the fiscal year ending December 31, 2018 for MACO and its subsidiaries) was in the amount of approximately Baht 18.78 million.

Details of the subsidiaries’ audit fee in comparison with the previous year were as follows: Fiscal Year Ended March 31, 2018 (December 31, 2017 for MACO and its subsidiaries) Fiscal Year Ending March 31, 2019 (December 31, 2018 for MACO and its subsidiaries) Baht 19.61 million* Baht 18.78 million** * The number of subsidiaries had changed during the fiscal year from 46 subsidiaries to 53 subsidiaries. Consequently, the audit fee for the fiscal year ended March 31, 2018 (and for the fiscal year ended December 31, 2017 for MACO and its subsidiaries) had increased from the preliminary advised amount of Baht 19.50 million.

** The subsidiaries’ audit fee decreased from the previous year mainly due to the entire business transfer transaction of Unicorn Enterprise Company Limited(formerly a wholly-owned subsidiaryof the Company) to UCity PublicCompany Limitedon March 16, 2018. Consequently, the number of subsidiaries for the fiscal year ending March 31, 2019 (and for the fiscal year ending December 31, 2018 for MACO and its subsidiaries) decreased significantly.

TheSecretaryto the Meetinggave the Meetingan opportunityto expressopinionsandmake inquiriesaboutthe agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: TheMeetingconsideredandresolvedtoapprovetheappointmentoftheauditorsofEYOffi ce Limited as the Company’s auditors for the fiscal year ending March 31, 2019, where any of the following auditors would be authorized to review and give opinion on the Company’s financial statements, namely, (1) Miss Waraporn Prapasirikul, Certified Public Accountant (Thailand) No.

4579 and/or (2) Miss Siraporn Ouaanunkun, Certified Public Accountant (Thailand) No. 3844 and/or (3) Mrs. Chonlaros Suntiasvaraporn, Certified Public Accountant (Thailand) No. 4523, and determine the audit fee of the Company for the fiscal year ending March 31, 2019 in the amount of not exceeding Baht 5.35 million as proposed, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,952,405,425 99.9478 Disapproval 3,620,500 0.0520 Abstention 1,266,330 - Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 - In addition, the Meeting acknowledged that the auditors from EY Office Limited would be the auditors of the Company’s subsidiaries for the fiscal year ending March 31, 2019 (and for the fiscal year ending December 31, 2018 for MACO and its subsidiaries), except for 2 subsidiaries that were incorporated in Malaysia and had

appointed local firms as their auditors. The preliminary audit fee of the subsidiaries of the Company would be in the amount of approximately Baht 18.78 million as reported. * * Agenda Item 9 To consider and approve the amendment of the Articles of Association of the Company The Secretary to the Meeting informed the Meeting that in order to (a) enable the Board of Directors to convene its meetings via electronic conferencing pursuant to the Announcement of the National Council for Peace and Order No. 74/2557 Re: Electronic Conferencing, dated June 24, 2014, which would enhance the efficiency and provideconveniencefor the Boardof Directors,as well as enablecost andtime saving in relationthereto.In this regard, such meetings shall be conducted in compliance with the Notification of the Ministry of Information and Communication Technology Re: Standards for Electronic Conferencing Security B.E.

2557 (2014), dated November 24, 2014, and the Explanation of the Department of Business Development Re: Electronic ConferencingofRegisteredPartnership,LimitedCompanies,PublicLimitedCompanies ,TradeAssociation,and Chamberof Commercepursuanttothe Announcementof theNationalCouncilfor PeaceandOrderNo. 74/2557 Re: Electronic Conferencing, dated June 27, 2014; and (b) comply with Section 100 of the Public Limited Companies Act B.E. 2535 (1992) (as amended) which governs the right of shareholders to convene an extraordinarygeneral meeting of shareholders, which was amendedby the Order of Head of the National Council for PeaceandOrderNo.

21/2560 Re: Amendments of Laws to Facilitate the Ease of Doing Business, dated April 4, 2017, the Meeting was requested to consider and approve the amendment of the Articles of Association of the Company as per the following details, and the delegationof power to the person(s)authorizedby the Board of Directors to register the amendment of the Articles of Association of the Company with the Department of BusinessDevelopment,theMinistryof Commerce,to amendoraddwordingsinaccordancewith theRegistrar’s instruction.

(1) To amend Article 15 and Article 16 of Chapter 4 – Directors Articles of Association Chapter 4 – Directors Existing Wording Proposed Wording Article 15. For each Board of Directors’ meeting, the invitation to the meeting must be sent to the directors at least 7 days in advance before the meeting date. However, in necessary and emergency case and in order to preserve the rights or benefits of theCompany,the invitationto themeeting may be sent by other means within a shorter timeframe. Such invitation may be served by hand to each director, or transmitted by telex orfacsimile transmission to every director specifying the place, date and time of the meeting and the natureof thebusinessesto betransacted.

Article 15. In respect of the Board of Directors’ meeting, whether attending in person or via electronic conferencing, the Chairman or any designated person shall send the invitation to the meeting to the directors at least7daysinadvanceofthemeetingdate. However, in necessary and emergency case and in order to preserve the rights or benefitsoftheCompany,theinvitationtothe meeting may be sent by other means and within ashorter timeframe.

Intheeventthatthemeetingistobeheldvia electronic conferencing, the invitation to the meetingandmeetingmaterialsmaybesent by electronic mails.

Articles of Association Chapter 4 – Directors Existing Wording Proposed Wording Article 16. In each directors’ meeting, at least a half of the directorsshall personallyattend the meeting in order to constitute a quorum. Article 16. In eachdirectors’ meeting,whetherattending in person or via electronic conferencing, at least a half of the directors shall personally attend the meeting in order to constitute a quorum.

In this regard, the meeting via electronic conferencing shall be conducted in compliance with the criteria specified by relevant laws orannouncements. (2) To amend Article 26 of Chapter 5 – General Meeting of Shareholders Articles of Association Chapter 5 – General Meeting of Shareholders Existing Wording Proposed Wording Article 26. Other shareholders’ meetings shall be called “Extraordinary Meeting”. The Board of Directors may call an Extraordinary Meeting any time as the Board of Directors deems appropriate. The Board of Directors shall also call an Extraordinary Meeting when the shareholder(s) holding at least one-fifthofthetotalissuedshares,oratleast 25shareholdersholdingatleastone-tenthof the total issued shares, submit a request in writing to the Board of Directors specifying thereasonforcallingsuchmeeting, andthe Board of Directors shall hold the meeting within one month from the receipt of shareholders’ request.

Article 26. Other shareholders’ meetings shall be called “Extraordinary Meeting”. The Board of Directors may call an Extraordinary Meeting any time as the Board of Directors deems appropriate. The Board of Directors shall also call an Extraordinary Meeting when shareholder(s), either individually or collectively, holding shares at least 10 percent of the total issued shares, submit a request in writing to the Board of Directors specifying the reason for calling such meeting, and the Board of Directors shall hold the meeting within 45 days from the receipt of shareholders’ request. TheSecretaryto the Meetinggave the Meetingan opportunityto expressopinionsandmake inquiriesaboutthe agenda item.

However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to approve the amendment Article 15 and Article 16 of Chapter 4 – Directors and Article 26 of Chapter 5 – General Meeting of Shareholders of the Articles of Association of the Company as proposed, with a vote of no less than three- fourths of the total numberof votes of the shareholdersattendingthe meetingandhaving the right to vote, including abstentions in the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,955,916,237 99.9801 Disapproval 188,000 0.0027

Votes Number of Votes Percentage Abstention 1,188,018 0.0170 Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 100.0000 * * Agenda Item 10 To consider and approve the issuance and allocation of the warrants to purchase the newly issued ordinary shares of BTS Group Holdings Public Company Limited No.4 (BTS-W4) to the existing shareholdersof the Company on a pro rata basis to their respective shareholdings (rights offering) The Secretaryto the Meeting informed the Meeting that the Company wished to issue and allocate the warrants to purchase the newly issued ordinary shares of BTS Group Holdings Public Company Limited No.

4 (BTS-W4) (the “Warrants” or “BTS-W4 Warrants”) to the existing shareholders of the Company on a pro rata basis to their respective shareholdings (rights offering) in order to prepare for readiness and enhance the financial strength of the Company so that the Company has financial flexibility to proceed with its future projects including the investmentinrailmasstransitprojects,aswellastoreservefundstobeusedasworking capitaloftheCompany. In addition, the Company wished to provide appropriate returns to the existing shareholders of the Company. The warrants holders might exercise their rights under the Warrants to purchase the newly issued ordinary shares of the Company during the exercise period.

Therefore, the Meeting was requested to consider and approve as follows: (1) the issuance and allocationof the BTS-W4 Warrantsin the amountof not exceeding1,755,034,187units, to be allocated to the existing shareholders of the Company on a pro rata basis to their respective shareholdings (rights offering), at no cost, at the allocation ratio of 9 existing ordinary shares for 1 unit of BTS-W4 Warrants (in calculating the number of BTS-W4 Warrants to be allocated to each shareholder, any fractions derivedfrom the calculationbased on the allocationratioshall be roundeddown). Theterm of the BTS-W4 Warrants shall be one year from the issuance date.

The warrant holders shall be entitled to exercise their first rights of the BTS-W4 Warrants on the last business day of the first quarter from the issuance date. The exercise ratio is 1 unit of the BTS-W4 Warrants for 1 ordinary share at the exercise price of Baht 10.50 per share.

The exercise price of the BTS-W4 Warrants at Baht 10.50 per share was not lower than the par value of the Company’s shares and was higher than the market price determined under the Notification of the Office of the Securities and Exchange Commission No. SorJor. 39/2551 Re: Calculation of Offering Price andDeterminationof MarketPricefortheOfferingofNew Sharesat LowPricedatedDecember24,2008, i.e. the market price was equivalent to Baht 9.36 per share, which was calculated from the weighted average price of the Company’s ordinary shares traded on the Stock Exchange of Thailand for 15 consecutivebusinessdayspriortothedateonwhichtheBoardofDirectors’Meetingreso lvedtopropose the issuance and allocation of the BTS-W4 Warrants to the shareholders’ meeting, from May 7, 2018 to May 25, 2018 (please refer to such information on SETSMART at www.setsmart.com).

A summary of the key features of the BTS-W4 Warrants, such as events for the rights adjustment and other material details were as set out in the Invitation to the Meeting on pages 68-73; and (2) The delegation of power to the Company’s Board of Directors and/or the Executive Committee to (a) determine the terms and conditions and any other details in relation to the issuance and allocation of the BTS-W4 Warrants; (b) sign applications, waiver requests, and any other documents that are necessary or relevant to the issuance and allocation of the BTS-W4 Warrants, including contacting and filing such applications, waiver requests, and documents with the relevant government authorities or

agencies, as well as listing the BTS-W4 Warrants on the Stock Exchange of Thailand; and (c) undertake any other actions that are necessary or relevant to this issuance and allocation of the BTS-W4 Warrants. In this regard, the Company set the date for determining the names of shareholders who shall be entitled to receive the BTS-W4 Warrants on August 2, 2018. TheSecretaryto the Meetinggave the Meetingan opportunityto expressopinionsandmake inquiriesaboutthe agenda item. The shareholders expressed their opinions and made inquiries, and responses to the same were given, as summarized at the end of this agenda item.

The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item.

Resolution: The Meeting considered and resolved to approve the issuance and allocation of the BTS-W4 Warrants to the existing shareholders of the Company on a pro rata basis to their respective shareholdings (rights offering) in the amount of not exceeding 1,755,034,187 units, at no cost; and the delegation of power to the Board of Directors and/or the Executive Committee to undertake any actions in relation to the issuance and allocation of the BTS-W4 Warrants asproposed,withasimplemajorityvoteoftheshareholdersattendingthemeetingandca sting their votes, excluding abstentions from the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,953,470,648 99.9549 Disapproval 3,135,093 0.0450 Abstention 693,514 - Invalid Voting Cards 0 0.0000 Total (2,394 shareholders) 6,957,299,255 - * * Agenda Item 10 – Comments/Inquiries/Responses Inquiry Ms.

Arunrat Chuchairunglert asked whether the issuance and allocation of the BTS-W4 Warrants to the existing shareholders had any cost.

Response The Chairman explained that the Company would issue and allocate the BTS-W4 Warrants to theexistingshareholdersoftheCompanyonaproratabasistotheirrespectivesharehol dings (rights offering), at no cost, at the allocation ratio of 9 existing ordinary shares for 1 unit of BTS-W4 Warrants. Inquiry Mr. Boonchuay Tangwattanasirikul asked about the Company’s plan for the utilization of proceeds from the exercise of the BTS-W4 Warrants. Response The Chairman explained that the Company might use the proceeds from the exercise of the BTS-W4 Warrants to invest in projects in the future, including mass transit projects and other railway projects.

* *

Agenda Item 11 To consider and approve the plan for the increase of the Company’s registered capital under a general mandate The Secretary to the Meeting referred the Meeting to the resolution of the 2017 Annual General Meeting of Shareholders held on 25 July, 2017, which approved the plan for the increase of the Company’s registered capital under a general mandate in the amount of not exceeding Baht 2,384,000,000.00 by issuing not exceeding 596,000,000 shares with a par value of Baht 4 per share to potential specific investors (private placement),andthedelegationof powertotheCompany’sBoardofDirectorsand/ortheExecutiveCommittee to undertake actions in relation to the allocation of such newly issued ordinary shares of the Company.

Presently,the Company had not yet made any allocationof the newly issued ordinary shares of the Company to any specific investors (private placement) pursuant to the aforementioned plan for the increase of the Company’s registered capital under a general mandate. The allocation period of such newly issued ordinary shares had expired on the date of this 2018 Annual General Meeting of Shareholders in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Rules, Conditions and ProceduresGoverningtheDisclosureof InformationinrespectofCapitalIncreaseofListedCompanies,2011.

Notwithstanding the above, the Company expected that it still needs to secure a source of fund to accommodate its future investment plan. Therefore, the Company wished to increase its registered capital under a general mandate as per the following details.

Objectives of the issuance of newly issued ordinary shares of the Company under a general mandate TheCompanyhadaninvestmentplantoexpanditsbusinessescontinuouslyinthefuture.A ssuch,theCompany wished to raise funds through the increase of the Company’s registered capital under a general mandate in the amount of not exceeding Baht 2,368,000,000.00 (or representing approximately 5% of the Company’s paid-up capital) by issuing not exceeding 592,000,000 new ordinary shares with a par value of Baht 4 per share for offering to potential specific investors (private placement), in order to be a source of fund to accommodate its future investment plan in a timely manner.

Plan for utilization of proceeds from the share offering The Company had a plan to utilize the funds from the capital increase for investment in various projects to expand its businesses in the future, as well as utilizing as working capital for the future business operation of the Company and its subsidiaries. The Company would consider investments that would be appropriate and beneficial to the Company’s businesses, as well as providing satisfactory returns and creating long-term value for the Company and the shareholders.

Details of the project Details oftheinvestments wouldbesubject totheopportunity andworthiness ofsuchinvestments ataparticulartime.

Details of the impacts on the existing shareholders from such offering of newly issued ordinary shares were as set out in the Invitation to the Meeting on pages 13-14. TheSecretaryto the Meetinggave the Meetingan opportunityto expressopinionsandmake inquiriesaboutthe agenda item. The shareholders expressed their opinions and made inquiries, and responses to the same were given, as summarized at the end of this agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item.

Resolution: The Meeting considered and resolved to approve the plan for the increase of the Company’s registered capital under a general mandate in the amount of not exceeding Baht 2,368,000,000.00 (or representing approximately 5% of the Company’s paid-up capital) by issuing not exceeding 592,000,000 new ordinary shares with a par value of Baht 4 per share

for offering to potential specific investors (private placement) as proposed, with a vote of no less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, including abstentions in the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,578,303,265 94.5525 Disapproval 377,694,165 5.4287 Abstention 1,301,825 0.0187 Invalid Voting Cards 0 0.0000 Total (2,394 shareholders) 6,957,299,255 100.0000 * * Agenda Item 11 – Comments/Inquiries/Responses Inquiry Mr.

Boonchuay Tangwattanasirikul asked whom the Company would offer the newly issued ordinary shares from the increase of the Company’s registered capital under a general mandate and why the Company determined the price of the newly issued ordinary shares lower than the market price with a discount of 10%.

Response The Secretary to the Meeting explained that the Company would offer the newly issued ordinary shares from the increase of the Company’s registered capital under a general mandate to specific investors (private placement) who were institutional investors and/or up to 50 specific investors within the 12-month period. The offering price of the newly issued ordinary shares must be the best price in accordance with the market condition at the time of offeringtothepotentialinvestorsbutnotlowerthanthemarketprice.Inthisregard,t heoffering price would depend on the consideration of the Board of Directors and/or the Executive Committee with a possible discount of not exceeding 10% of the market price.

Nonetheless, the Board of Directors and/or the Executive Committee might consider giving no discount or a discount of less than 10%, which was in accordance with regulations of the Securities and Exchange Commission.

* * Agenda Item 12 To consider and approve the reduction of the Company’s registered capital by Baht 2,384,000,000.00 from the existing registered capital of Baht 65,671,897,428.00 to Baht 63,287,897,428.00 by cancelling 596,000,000 authorized but unissued shares of the Company with a par value of Baht 4 per share The Secretary to the Meeting informed the Meeting that the Company wished to issue and allocate the BTS-W4 Warrants to the existing shareholders of the Company on a pro rata basis to their respective shareholdings (rights offering), and to increase the Company’s registered capital under a general mandate as detailed in Agenda Items 10 and 11 above.

However, Section 136 of the Public Limited Companies Act B.E. 2535 (1992) (as amended)providedthat a public limitedcompanymay increaseits registeredcapital by issuing new shares and all of the shares must have been issued and sold, and the company must have received payment for the shares in full, except for shares issued to accommodate the exercise of convertible debentures or warrants to purchase ordinary shares.

Therefore, the Meeting was requested to consider and approve the reduction of the Company’s registered capital by Baht 2,384,000,000.00, from the existing registered capital of Baht 65,671,897,428.00 to Baht 63,287,897,428.00,by cancelling596,000,000authorizedbut unissuedshares of the Company with a par value of Baht 4 per share, which were reserved to accommodate the offering to potential specific investors (private placement) pursuant to the plan for the increase of the Company’s registered capital under a general mandate as approved by the 2017 Annual General Meeting of Shareholders held on July 25, 2017.

TheSecretaryto the Meetinggave the Meetingan opportunityto expressopinionsandmake inquiriesaboutthe agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to approve the reduction of the Company’s registered capital by Baht 2,384,000,000.00, from the existing registered capital of Baht 65,671,897,428.00 to Baht 63,287,897,428.00, by cancelling 596,000,000 authorized but unissued shares of the Company with a par value of Baht 4 per share as proposed, with a vote of no less than three-fourthsof the total number of votes of the shareholdersattending the meeting and having the right to vote, including abstentions in the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,895,680,280 99.1143 Disapproval 60,407,861 0.8682 Abstention 1,184,114 0.0170 Invalid Voting Cards 27,000 0.0003 Total (2,394 shareholders) 6,957,299,255 100.0000 * * Agenda Item 13 To consider and approve the amendment of Clause 4.

of the Memorandum of Association of the Company to be in line with the reduction of the Company’s registered capital The Secretary to the Meeting informed the Meeting that, to be in line with the reduction of the Company’s registered capital as detailed in Agenda Item 12 above, the Meeting was requested to consider and approve the amendmentof Clause 4. of the Company’sMemorandumof Association by adopting the following wordings in replacement thereof, and the delegation of power to the person(s) authorized by the Board of Directors to register the amendment of the Memorandum of Association with the Department of Business Development, the Ministry of Commerce, to amend or add wordings in accordance with the Registrar’s instruction.

“Clause 4. Registered capital Baht63,287,897,428.00 (Sixty-three billion two hundred and eighty-seven million eight hundred and ninety-seven thousand four hundred and twenty-eight Baht) Divided into 15,821,974,357 shares (Fifteen billioneighthundredand twenty-onemillion ninehundred andseventy-four thousand three hundredandfifty-sevenshares) Parvalueper share Baht 4 (Four Baht)

Divided into Ordinary shares 15,821,974,357 shares (Fifteen billion eight hundred and twenty-one million nine hundred and seventy-four thousand three hundredandfifty-sevenshares) Preferred shares - shares ) ” TheSecretaryto the Meetinggave the Meetingan opportunityto expressopinionsandmake inquiriesaboutthe agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to approve the amendment of Clause 4. of the MemorandumofAssociationoftheCompanytobeinlinewiththereductionoftheCompany’s registered capital as proposed, with a vote of no less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, including abstentions in the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,896,137,080 99.1208 Disapproval 60,385,961 0.8679 Abstention 769,214 0.0110 Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 100.0000 * * Agenda Item 14 To consider and approve the increase of the Company’s registered capital by Baht 9,388,136,748.00 from the existing registered capital of Baht 63,287,897,428.00 to Baht 72,676,034,176.00 by issuing 2,347,034,187 ordinary shares with a par value of Baht 4 per share The Secretary to the Meeting informed the Meeting that the Company wished to issue and allocate the BTS-W4 Warrants to the existing shareholders of the Company on a pro rata basis to their respective shareholdings (rights offering), and to increase the Company’s registered capital under a general mandate as detailed in Agenda Items 10 and 11 above.

Therefore,theMeetingwasrequestedtoconsiderandapprovetheincreaseoftheCompany ’sregisteredcapital by Baht 9,388,136,748.00 from the existing registered capital of Baht 63,287,897,428.00 to Baht 72,676,034,176.00, by issuing 2,347,034,187 ordinary shares with a par value of Baht 4 per share to accommodate (a) the exercise of the BTS-W4 Warrants in the amount of not exceeding 1,755,034,187 shares with a par value of Baht 4 per share and (b) the offering to potential specific investors (private placement) pursuanttotheplanfortheincreaseoftheCompany’sregisteredcapitalunderageneral mandateintheamount of not exceeding 592,000,000 shares with a par value of Baht 4 per share.

Details of the increase of the Company’s registered capital were set out in the Invitation to the Meeting on pages 74-81. TheSecretaryto the Meeting gave the Meetingan opportunityto expressopinionsandmake inquiriesaboutthe agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item.

Resolution: TheMeetingconsideredandresolvedtoapprovetheincreaseoftheCompany’sregistered capitalby Baht 9,388,136,748.00, from the existing registered capital of Baht 63,287,897,428.00 toBaht72,676,034,176.00,byissuing2,347,034,187ordinaryshareswithaparvalueof Baht 4 per share as proposed, with a vote of no less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, including abstentions in the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,875,772,793 98.8281 Disapproval 80,742,348 1.1605 Abstention 777,114 0.0111 Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 100.0000 * * Agenda Item 15 To consider and approve the amendment of Clause 4.

of the Memorandum of Association of the Company to be in line with the increase of the Company’s registered capital The Secretary to the Meeting informed the Meeting that, to be in line with the increase of the Company’s registered capital as detailed in Agenda Item 14 above, the Meeting was requested to consider and approve the amendmentof Clause 4. of the Company’sMemorandumof Association by adopting the following wordings in replacement thereof, and the delegation of power to the person(s) authorized by the Board of Directors to register the amendment of the Memorandum of Association with the Department of Business Development, the Ministry of Commerce, to amend or add wordings in accordance with the Registrar’s instruction.

“Clause 4. Registered capital Baht 72,676,034,176.00 (Seventy-two billion six hundred and seventy-six million thirty-four thousand one hundred and seventy-sixBaht) Divided into 18,169,008,544 shares (Eighteen billion one hundred and sixty-nine million eight thousand five hundred and forty-fourshares) Parvalueper share Baht 4 (Four Baht) Divided into Ordinary shares 18,169,008,544 shares (Eighteen billion one hundred and sixty-nine million eight thousand five hundred and forty-fourshares) Preferred shares - shares ) ” TheSecretaryto the Meetinggave the Meetingan opportunityto expressopinionsandmake inquiriesaboutthe agenda item.

However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item.

Resolution: The Meeting considered and resolved to approve the amendment of Clause 4. of the Memorandumof Associationof the Company to be in line with the increaseof the Company’s registered capital as proposed, with a vote of no less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, including abstentions in the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,875,884,082 98.8297 Disapproval 80,623,048 1.1588 Abstention 785,125 0.0112 Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 100.0000 * * Agenda Item 16 To consider and approve the allocation of the newly issued ordinary shares to accommodate (a) the exercise of the Warrants to purchase the newly issued ordinary shares of BTS Group Holdings Public Company Limited No.

4 (BTS-W4) issued to the existing shareholders of the Company on a pro rata basis to their respective shareholdings (rights offering) and (b) the offering to potential specific investors (private placement) pursuant to the plan for the increase of the Company’s registered capital under a general mandate The Secretary to the Meeting informed the Meeting that the Company wished to issue and allocate the BTS-W4 Warrants to the existing shareholders of the Company on a pro rata basis to their respective shareholdings (rights offering), and to increase the Company’s registered capital under a general mandate as detailed in Agenda Items 10, 11, and 14 above.

The Meeting was, therefore, requested to consider and approve the allocationof the Company’s newly issued ordinaryshares in the amountof not exceeding2,347,034,187 shares with a par value of Baht 4 per share as follows: (a) the allocation of newly issued ordinary shares in the amount of not exceeding 1,755,034,187 shares with a par value of Baht 4 per share to accommodate the exercise of the BTS-W4 Warrants issued to existing shareholders of the Company on a pro rata basis to their respective shareholdings (rights offering) in the amount of not exceeding 1,755,034,187 units, at no cost, and the delegation of power to the Company’s Board of Directors and/or the Executive Committee to undertake any actions that are necessary for or relevant to such allocation of the newly issued ordinary shares as appropriate, including signing applications, waiver requests, and any other documents that are necessary for or relevant to such allocation of the newly issued ordinary shares, contacting and filing such applications, waiver requests, and documents with the relevant government authorities or agencies, as well as registering the newly issued ordinary shares as listed securities on the Stock Exchange of Thailand; and (b) theallocationoftheCompany’snewlyissuedordinarysharesintheamountofnotexceedi ng592,000,000 shares with a par value of Baht 4 per share to potential specific investors (private placement) pursuant to the plan for the increase of the Company’s registered capital under a general mandate, and the delegation of power to the Company’s Board of Directors and/or the Executive Committee to undertake actions in relation to the allocation of the newly issued ordinary shares of the Company, including, but not limited to, (a) allocating the newly issued ordinary shares by a single offering or multiple offerings, (b) determining the offering period, offering price, list of specific investors (private placement), as well as othertermsandconditionsandanyotherdetailsinrelationtosuchallocationofthenew lyissuedordinary shares, (c) negotiating, agreeing, and signing any agreements and/or documents that are necessary for or relevant to such allocation of the newly issued ordinary shares, including any amendments thereof, as

well as appointing financial advisors, legal advisors, underwriters, and/or other service providers (if necessary), (d) signing applications, waiver requests, and any other documents that are necessary for or relevant to such allocation of the newly issued ordinary shares, including contacting and filing such applications, waiver requests, and documents with the relevant government authorities or agencies (whether in Thailand or overseas), as well as registering such newly issued ordinary shares as listed securities on the Stock Exchange of Thailand, and (e) undertaking any other actions that are necessary for or relevant to such allocation of the newly issued ordinary shares as appropriate.

If a private placement is to be offered, the Company would allocate the newly issued ordinary shares to specific investors who are institutional investors and/or up to 50 specific investors within the 12-month period, where such investors must not be connected persons of the Company. The offering price of the newly issued ordinary shares of the Company to such potential specific investors (private placement) pursuant to the plan for the increase of the Company’s registered capital under a general mandate must be the best price in accordance with the market condition at the time of offering to the investors with a possible discount of not exceeding 10% of the market price pursuant to the Notification of the Capital MarketSupervisoryBoardNo.TorJor.72/2558Re:ApprovalofOfferingforSaleofNewlyI ssuedOrdinary Share by Listed Companies to Specific Investors dated October 28, 2015, calculated based on the weighted average price of the Company’s shares traded on the Stock Exchange of Thailand for not less than 7 consecutive business days, but not exceeding 15 consecutive business days, prior to the date of determination of the offering price by the Company’s Board of Directors and/or the Executive Committee for each allocation of the newly issued ordinary shares.

Details of the allocation of newly issued ordinary shares of the Company to accommodate the exercise of the BTS-W4 Warrants and the allocation of newly issued ordinary shares of the Company pursuant to the plan for the increase of the Company’s registered capital under a general mandate were as set out in the Invitation to the Meeting on pages 74-81. TheSecretaryto the Meetinggave the Meetingan opportunityto expressopinionsandmake inquiriesaboutthe agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item.

Resolution: The Meeting considered and resolved to approve the allocation of the Company’s newly issuedordinary shares in theamountofnot exceeding2,347,034,187 shares witha par value of Baht 4 per share to accommodate (a) the exercise of the BTS-W4 Warrants issued to existing shareholders of the Company on a pro rata basis to their respective shareholdings (rightsoffering) intheamountofnotexceeding1,755,034,187shareswithaparvalueofBaht 4 per share and (b) the offering to potential specific investors (private placement) pursuant to the plan for the increase of the Company’s registered capital under a general mandate in the amount of not exceeding 592,000,000 shares with a par value of Baht 4 per share, and thedelegationofpowertotheCompany’sBoardofDirectorsand/or theExecutiveCommittee to undertake any actions in relation to the allocation of such newly issued ordinary shares as proposed, with a vote of no less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, including abstentions in the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 6,875,541,081 98.8248 Disapproval 79,615,848 1.1443 Abstention 2,135,326 0.0306

Votes Number of Votes Percentage Invalid Voting Cards 7,000 0.0001 Total (2,394 shareholders) 6,957,299,255 100.0000 * * Agenda Item 17 To consider other business TheSecretarytotheMeetinginformedtheMeetingthatpursuanttoSection105ofthe PublicLimitedCompanies Act B.E. 2535 (1992) (as amended), after the Meeting had considered the agenda items as specified in the Invitation to the Meeting, any shareholders holding collectively one-third of the total issued shares of the Company may request that the Meeting consider other business other than those proposed in the Invitation to the Meeting. Nonetheless, no shareholders proposed any agenda item to the Meeting.

Thereafter, the Chairman gave the Meeting an opportunity to express opinions and make additional inquiries. The shareholders expressed their opinions and made inquiries, and responses to the same were given. The details were as summarized at the end of this agenda item.

* * Agenda Item 17 – Comments/Inquiries/Responses Inquiry Mr. Boonchuay Tangwattanasirikul asked (1) whether the news which stated that BMA would transfer the debts of the MRT Northern Green Line Extension Project and the MRT Southern Green Line Extension Project to the Company was true; (2) how the Company would solve the problems for the disruption of BTS SkyTrain service from the interference of external sources; (3) what the Company’s mitigation measures were to prevent the same problem from the MRT Pink Line Project and the MRT Yellow Line Project; and (4) why the Company excluded the golf course in Thana City Project from the entire business transfer transaction of a subsidiary which engages in the property business to U City.

Response The Chairman explained that (1) such news was not true, (2) BTS Group had initially planned to replace the radio communications equipment of the signaling system by October 2018. However, since there were problems from the interference of external sources, the Company had urgently proceeded ahead of its schedule and completed the installation since June 29, 2018. However, while the new radio system was in progress, certain faults might reoccur and requiring fine tuning of the new system in such eventualities. Moreover, the Group had moved the operations closer to the 2.5 GHZ frequency band and also installed the signal noise filters to eliminate background interference; (3) the Group might choose to use the 5.8 GHz frequency band for the MRT Pink Line Project and the MRT Yellow Line Project since it was far from the problem frequency band and had not been widely used; and (4) the Company had taken into consideration certain legal limitations, and economic and financial benefits of both companies.

The Company and U City therefore agreed to not transfer some assets of the Company (for example, land in Thana City Project, remaining condominium units from sale, and the golf course in Thana City Project) to U City. In order to prevent the conflict of interests of both companies that might occur in the future, the Company agreed to engage a subsidiary of U City to manage the golf course in Thana City Project.

Inquiry Mr. Konthong Nonseeveerachai asked whether the new trains would have less seats than the existing trains and suggested that trains in England had foldable seats which could folded when not in use and use the vacant space for standing or parking wheelchairs. This would fully utilize the space. In addition, there were timetables showing the arrival time in the rush hours which would help inform the passengers of the exact arrival time so they did not need to rush on the crowded train. Response Mr. Surapong Laoha-Unya explained that the new trains would have similar seats to the one widely used in Europe and Singapore, which could increase the passenger capacity and provide more convenience for getting on and off the trains.

The number of seats would be almost the same as the existing trains. However, the seats were not foldable since it required high maintenance costs in the long run.

The Chairman further explained that the Company would, in the near future, launch an application named “BTS SkyTrain” which would provide passengers with real time status of the BTS SkyTrain service. Inquiry Mr. Niran Jitprakob asked about the Group’s services business in 2017/18. Response The Chairman explained that the Group’s services business was diversified, e.g. (1) Rabbit Cards which was currently operated by Rabbit Group; (2) restaurant business which the Company had disposed 50% of its investment to a business partner for business synergy purpose; and (3) hotel management services which the Company had transferred to U City.

Currently, U City had approximately 20,000 keys under its management, both in Europe and Asia.

Inquiry Mr. Triphob Sanphetniyom asked whether the Company had any plan for the insufficiency of power plants capacity. Response Mr. Surapong Laoha-Unya explained that BTS SkyTrain system did not consume much electricity and might be less than the mega department stores. However, the Company believed that the Government would have a plan to cope with this issue. Inquiry Ms. Sasithorn Tantrachot asked whether the Company still had a plan to develop the Mo Chit Complex. Response The Chairman explained that the Company did not know the details since the Treasury Department owned the aforementioned land.

Inquiry Mr. Chairat Srivongcharoen asked whether passengers could top up money in Rabbit Cards by using Rabbit LINE Pay and whether the outstanding balance in Rabbit LINE Pay received any interests. Response Mr. Kavin Kanjanapas explained that from August 2018 onwards,the balance in Rabbit Cards and Rabbit LINE Pay could be combined into one purse. Customers would receive reward points if they spent the balance, but would not receive any interests. * *

No shareholder proposed any matter to the Meeting to consider. The Chairman then thanked the attendees and declared the Meeting adjourned at 5.40 p.m.

Signed -Mr. Keeree Kanjanapas- Chairman of the Meeting Chairman of the Board of Directors and Chairman of the Executive Committee Signed -Ms. Taraket Thawornpanich- Secretary to the Meeting Company Secretary Minutes Taker

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