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.

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