Minutes of Annual General Meeting of Shareholders No - STECON · TEL: 0 -2610 4900 FAX: 0 2260 1399 RESUMED: THAT the majority vote is 93.51% of the total number of votes of the shareholders

ชั้น 27 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวทิ 21 กรุงเทพ 10110 27TH FL., SINO-THAI TOWER, 32/59-60 SUKHUMVIT 21 RD., BANGKOK 10110 THAILAND

www.stecon.co.th TEL: 0-2610-4900 FAX: 0-2260-1399

(TRANSLATION)

Minutes of Annual General Meeting of Shareholders No. 26/2020

Time & Place: Held at 10.00 a.m., on July 17th, 2020 at the Conference Room of Sino-Thai Engineering & Construction Public Company Limited, on the 22nd Floor of Sino-Thai Tower, 32/52 Sukhumvit 21 Road (Soi Asok), Klongtoey-Nua Sub-district, Wattana district, Bangkok Metropolis 10110 Thailand. Quorum: There were 820 of the total 21,376 shareholders that can be divided shareholders and proxies representing 924,936,979 shares of the total 1,525,106,540 shares of the Company or 60.65% present at the meeting. There were 64 shareholders representing 110,368,832 shares and 756 proxies representing 814,568,147 shares attend at the meeting. It is therefore, constituting a quorum pursuant to the Article 33 of the Company’s Article of Association. Preliminary Proceedings: Ms. Bantita Songkram – Public Relations Officer, introduced the Board of Directors, the Executive Committee, the representatives from Dej-Udom & Associates Ltd., and the Company’s Auditors. The list of participants is as follows: Directors: 1. Professor Rawat Chamchalerm Chairman of the Board of Directors/Independent Director 2. Mr. Chamni Janchai Chairman of the Audit Committee/Independent Director 3. Pol.Gen. Jate Mongkolhutthi Chairman of Nomination and Remuneration

Committee/Audit Committee/Independent Director 4. Mr. Suchai Poopichayapongs Member of Audit Committee/ Nomination and

Remuneration 5. Mr. Thanathip Vidhayasirinun Independent Director 6. General Dr. Surapan Poomkaew Director 7. Dr. Chaiyong Satjipanon Independent Director 8. Mr. Vallop Rungkijvorasathien Director/Chairman of the Board of Executive Directors/ Nomination and Remuneration Committee 9. Mr. Pakpoom Srichamni President/ Executive Director 10. Mrs. Anilrat Nitisaroj Director/ Executive Director/(Acting) SEVP. Financial and Administration Division 11. Mr. Masthawin Charnvirakul Director (Directors of 100% attended the meeting.) Company Secretary: Mr. Chaiyaporn Imcharoenkul Management Committee: 1. Mr. Varatt Kusolmanomai SEVP. Operation Division 2. Mrs. Jaikaew Techapichaya SVP. Accounting and Financial Division 3. Mr. Sutthipol Patcharanaruemol SVP. Operation Division 1 4. Mr. Jarunat Jiraratsatit SVP. Operation Division 2 5. Mr. Prasit Prawang SVP. Operation Division 3 6. Mr. Worachat Suwasin SVP. Construction Service Division 7. Mr. Prasert Kongkauroptham SVP. Marketing Division

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Management Team: 1. Mrs. Chatra Punnarujawong VP. Financial and Investment Department Lawyers from Dej-Udom & Associates Limited: 1. Mrs. Nipa Pakdeechanuan Secretary to the Meeting 2. Ms. Piyatida Jinchai Secretary to the Meeting Auditor from EY Office Limited: 1. Mr. Supachai Punyawattano 2. Ms. Krongkaew Limkittikul 3. Ms. Suppajittra Pancharoen

Ms. Bantita Songkram clarified the precautionary measures and guidelines for attending shareholders’ meeting 2020, regarding the pandemic of Coronavirus 2019 (COVID-19) at the meeting as the enclosure No. 10 in the Noticed of Annual General Meeting of Shareholders 26/2020 that had been already sent to shareholders.

Mrs. Nipa Pakdeechanuan – Secretary to the Meeting declared at the meeting about

all procedures due to the meeting including the voting methods through each agenda.

Article 33 of the Company’ s Articles of Association states that the shareholders meeting must be attended by shareholders or proxies ( if any) of not less than twenty-five (25) persons or not less than half of total number of shareholders and have an aggregate number of shares of not less than one-third ( 1/ 3) of all shares isalleged to constitute a quorum. The Public Limited Companies Act B. E. 2535, article 102, sub-session 33, 4th paragraph states that shareholders shall have right to vote equivalent to the amount of shares possess which is one share one vote. Article 35 ( 3) of the Company’s Article of Association states that if there is a shareholder who holds a proxy or a proxy holder who is not the company’s shareholder but had been appointed to hold a proxy more than one person, such proxy holder can vote as the same amount of all proxies in hand which means he/she can vote more than his/her shares in case of a proxy holder is a shareholder of the company. The Company’s Article of Association and The Public Limited Companies Act B.E. 2535 stated the resolution of the casting vote as follows:

1. In a normal case, by the majority vote of the shareholders who attend the meeting and have the right to vote. In case of a tie vote, the chairperson of the meeting shall be entitled to a casting vote use for agenda no. 1,3,4,5 and 7

2. Agenda 6: refer to the Articles of Association of the company, the payment of remuneration shall be in accordance with the resolution of the shareholders meeting by a vote of not less than two-thirds ( 2/ 3) of the total number of votes of the shareholders attending the meeting.

“Voided ballot” means shareholders / proxy holders expresses the unclear vote for

example, there are 2 votes in the voting ballot or split vote (except custodians), or there is any corrections in the voting ballot without a signature attached to the corrections.




Those shareholders who are against or abstain their votes for each agenda shall have right to raise their hands with presenting voting card as previously distributed to shareholders at the registration and send it to the company’s officer for collecting your votes. On the other hand, those shareholders who are not raise their hands shall be assumed that they are agree with such agenda.

The Public Limited Companies Act B. E. 2535, second paragraph of section 105

provided that the shareholders holding shares amounting to not less than one-third (1/3) of the total number of shares sold may request the meeting to consider matters other than those indicated in the notice calling for the meeting. Inspector for voting system

Secretary to the meeting clarified that Dej-Udom & Associates Limited as a legal advisor of the Company, will be an inspector for the voting system since the voting can be examined and combined with the Company’s corporate good governance, therefore requested shareholders to be a witness for the voting system at the meeting.

Mrs. Ladda Sujjaphanroj, one of shareholders, represented oneself as a volunteer for the voting system at the meeting.

After the meeting had been acknowledged all guidelines for voting and granting proxy, Assistant to Secretary to the Meeting proposed that the meeting should consider all agenda as set out in the Notice of this meeting.

Professor Rawat Chamchalerm, Chairperson declared the meeting duly convened

and then proposed that the meeting consider all matters as set out in the Notice of the Annual General Meeting of Shareholders previously distributed to shareholders as follows: 1. Confirmation of the Minutes of the Annual General Meeting of Shareholders No. 25/2019 The Chairperson proposed the meeting to make the confirmation of the Minutes of the Annual General Meeting of Shareholders No. 25/2019 held on April 26th, 2019 where the meeting had its resolutions in accordance with the related law. The minutes of the said meeting must be submitted to the Annual General Meeting of Shareholders for confirmation, which the details appear in the enclosure No 2.

The Chairperson requested at the meeting to raise any questions. The Chairperson proposed to the meeting whether any correction is needed upon this agenda, there was no correction needed, the Chairperson proposed at the meeting to consider.

Upon a motion duly made and seconded, the following was unanimously resolved:

RESOLVED: THAT voting in agenda 1: To confirm the Minutes of the Annual General Meeting of Shareholders No. 25/2019. The resolution calculated as follows: Vote for favor amounting to 864,941,844 votes, or 93.51% Vote for against amounting to 0 vote, or 0.00% Vote for abstain amounting to 60,011,711 votes, or 6.49% Voided ballot amounting to 0 vote, or 0.00%




RESUMED: THAT the majority vote is 93.51% of the total number of votes of the shareholders attending at the meeting and the Minutes of the Annual General Meeting of Shareholders No. 25/2019 is approved.

(There were 824 shareholders and proxies representing 924,953,555 shares attended the meeting)

2. Acknowledge the report on the Company's Operations as of December 31, 2019 and the Company’s Annual Report for 2019

The Chairperson requested that Mr. Pakpoom Srichamni, the President of the Company to report on the Company’s Performance as at 31 December 2019 and the Annual Report for the year 2019 to the meeting for consideration and approval.

The President summarized and reported to the meeting on the performance of the Company for the year 2019 by presenting VDO presentation of the construction overview in 2019, Construction Revenue Structure, Anti-Corruption, Social Corporate Responsibility, Safety and Environment to shareholders and the President will allow shareholders to ask questions onwards. Summarized of VDO presentation was as followed; 1. Construction Overview and Competitiveness The overall situation of the construction sector in 2019 continued to grow due to information from the Krungsri Research Center with the investment value of the construction sector for the first 9 months of the year, amounting to 1,0106,003 million Baht, an increase of 3.96% from the same period last year. The government sector has an investment value of 575,227 million Baht, an increase of 5.68%. The investment of the government sector was delayed under the Action Plan in 2019 for example the double track 2nd phase project, the MRT Orange Line (Cultural Center-Bang Khun Non), The MRT Purple Line (Tao-Poon-Ratburana). The delay of those projects are as followed;

- The limitation of finding sources of fund and limited of budget - Type of investment that the government sector and private sector invested

together, called PPP, to reduce to use the governmental budget.

The private sector has an investment value of 440,776 million Baht, growing 1.80%. The private sector has slightly increased investment value. Commercial Buildings construction and plants continue to expand while residential construction will be affected by the new housing loan regulatory measures (LVT), as developers tried to sell off their existing stock and delay investment in the new construction projects.

For the fourth quarter of 2019, most of the investment in both public and private

sectors will be from projects under construction. There are only projects that are open for bidding. In the process of consideration and signing the contract only, such as U-Tapao International Airport and Eastern Airport City project, Thai-Chinese railway project etc. 2. The Performance Overview in 2019 In 2019, there were many new construction projects open for bidding, especially the public infrastructure projects, the Company engaged in the bidding process regularly for increasing order. At the end of 2019, the Company’s backlog order was 90,350 million Baht. The Company signed construction contracts of mega-projects in 2019 as followed;

- Rasa Petchburi Office & Commercial Building, in the value of approximately 1,462 million Baht.




- The overhead-to-underground cable conversion Project along with the MRT Yellow Line Project, in the value of approximately 3,258 million Baht.

- Mochit Complex, in the value of approximately 9,135 million Baht.

In proportion of the revenue from construction categorized by public sectors and private sectors of the Company and its subsidiaries in 2019 was 48%:52%.

Revenue from construction from the significant projects derived by public sectors are

as followed; - The MRT Blue Line - The MRT Green Line (Mochit - Sapan Mai - Kukot) - SRT Double track (Chashoengsao – Khlongsipkao – Kaengkhoi) - The Intersection of Highway No.9 and 345 - Motorway (Bang Pa In – Saraburi – Nakornratchasrima) - Supreme Court Building - The New National Parliament House - The New Office Building of the Bureau of the Budget

Revenue from construction from the significant projects derived by private sectors

are as followed; - The MRT Pink Line and Yellow Line - The Gulf Sriracha and Chana Green Power Plant

3. Revenue from construction classified by work type Infrastructure Projects In term of infrastructure projects, there was 20,724 million Baht, or 63% of the revenue from construction and the revenue came from mega projects derived by public sectors, for example, MRT Green Line (Mochit – Sapan Mai – Kukot), SRT Double track (Chashoengsao – Khlongsipkao – Kaengkhoi), the Intersection of Highway No.9 and 345, Motorway (Bang Pa In – Saraburi – Nakornratchasrima), MRT Orange Line, the MRT Pink Line and Yellow Line. Building Projects In term of building projects, there was 4,346 million Baht, or 13% as an income with the significant projects such as Supreme Court Building, the New National Parliament House, and The New Office Building of the Bureau of the Budget. Energy Projects In term of energy projects, there was 6,706 million Baht, or 21% as an income with the significant projects such as Nonglalok Power Plant, Nongplamo Power Plant, Nongraviang 1-2 Power Plant, Gulf Sriracha Power Plant, Gulf Pluakdang Power Plant, and Gulf Chana Green Power Plant. Environment Projects In term of environment projects, there was 1,106 million Baht, or 3% as an income with the significant project such as Nong-Born to Chao Praya River tunnel project. 4. The Company’s Performance Revenue:

In 2019, the Company and its subsidiary companies had total revenue in the amount of 33,384 million Baht, increasing by 5,408 million Baht or 19.3% from 2018 which total revenue is in the amount of 27,976 million Baht. The increased revenue of the Company came from bidding new projects in connection with the expansion of economy and




government’s investment in infrastructure and transportations. The major revenue were from construction revenue at 32,882 million Baht, gain from fair value adjustment of investment properties was 115 million Baht, rental income 110 million Baht, interest income was 148 million Baht and dividend income was 59 million Baht and others was 70 million Baht.

Expenses: In 2019, the Company and its subsidiary companies had overall expenses in the

amount of 31,744 million Baht, increasing 5,806 million Baht, or 22.4% from 2018 which overall expenses is in the amount of 25,938 million Baht. This resulted from increase in cost of construction according to the revenue recognition. The main expenses were construction costs in the amount of 31,149 million Baht; cost of rental and service in the amount of 19 million Baht, administrative expenses in the amount of 511 million Baht.

Profitability: In 2019, the Company and its subsidiary companies had operating profit before

finance cost and income tax amount of 1,871 million Baht, representing 5.6% and net profit amount of 1,494 million Baht, representing 4.5%.

Return on Assets: In 2019, the Company and its subsidiary companies had its return on assets ratio at

the rate of 3.0%, decreasing from 2018 when had its return on assets ratio of 3.6%. Though there was decreasing percentage of return on assets ratio, the efficient ability of using the Company’s assets to generate profit was decreased.

Return on Equity: In 2019, the Company and its subsidiary Companies its return on equity ratio at the

rate of 10.2%, decreasing from 2018 which was at the rate of 14.6%. decrease in return on equity ratio of the Company and its subsidiary companies demonstrating the ability to generate returns to shareholders decreases.

5. Projects expecting to bid in 2020 In 2020, most of the construction projects derived from the government sectors under the investment value of approximately 100,000 million Baht such as, 5.1 Government sector projects: - The Motorway Nakornpatom – Cha Am - The MRT: Orange Line (Cultural Center – Bang Khun Non) - The MRT Red Line (Taling Chan – Sirirat – Salaya) - The Double Track: Denchai – Chiang Rai – Chiang Khong 5.2 Private sector projects: - Bangkok Mall - Thai Oil: Clean Fuel Project 6. Occupational Health, Safety and Environment Policy The Company is aware that occupational health, safety, and environment are an integral part and a key success factor of business operations. All employees and personnel of the Company shall be provided with safety, health, and good working environment. Human resources are the most valuable resources of an organization so the Company has established the occupational health, safety, and environment policy for all employees and personnel to acknowledge and observe as follows:

- The Company will promote and create safety and environmental awareness at work.




- The Company recognizes that all workers are valuable resources of the Company. Thus safety for workers is our first priority.

- The Company will support the creation of safety at work by providing safe tools and a safe work environment, by promoting safety knowledge among workers and motivating them to practice safety at work.

- It is the Company’s policy to appoint an occupational health, safety, and environment committee to develop occupational health, safety and environment plans and effectively implement and manage the occupational health, safety and environment plans and projects.

- The Company will require all supervisors to be responsible for the safety of their subordinates at work, ensuring that they strictly follow the safety procedures and rules established by the Company.

- The Company will require all workers to be responsible for their own safety and that of their colleagues at work and to act in full compliance with the safety rules established by the Company.

- The Company requires the employees at all levels to be responsible for and participate in maintaining the environment and control or prevent any impacts on the environment in accordance with provisions of laws as well as to promote conservation of environment in accordance with the National Environmental Policy. 7. Anti-Bribery and Anti-Corruption Policy The Board of Directors, the Executives and employees must do their duties with integrity and without any act of bribery; moreover the Company shall prohibit in any form whether direct or indirect, and must adhere to the Company’s policies and code of conduct. Related Procedures as followed;

- Gifts Giving or receiving gifts on behalf of the Company to or from the Company’s business-related parties in accordance with the traditions, customs or business etiquettes for congratulations or as souvenirs in special occasions shall be strictly performed in compliance with the applicable laws, rules and policies.

- Charitable Contributions Offering sponsorships or charitable contributions to both public and private

sectors must strictly do with transparent that did not contrary to the morality, code of conduct, and abide by laws and regulations of the Company.

- Political Contributions The Company is a politically neutral organization and does not support any

political parties or politicians including enabling the Board of Directors, Executives and employees not to participate in any act under the name of the Company.

- Hospitality Expenditures For provision of hospitality activities in relation to the Company’s business to

individuals or entities, the relevant hospitality expenses incurred shall be transparent, accountable and in conformity to related rules and regulations, and shall be performed to create good relationship or ensure compliance with business etiquettes while not causing any conflict of interest or lead to indulgence, neglect or benefit in connection to business agreements or improper business transactions as well as corruption and bribery. 8. Corporate Social Responsibility Policy The Company operates business by recognizing the business responsibility towards society, economy, environment, and good governance based on identifying stakeholders of the Company.




Community The Company focuses on education and supports it through the “Sino-Thai Payback Program” and “Sino-Thai rejuvenation to Charnvirakul Buildings” to encourage people in the community who lack of education opportunities can help themselves. In 2019, the Company donated 11 Automated External Defibrillators along with cash of 300,000 Baht to Pai Hospital in Amphoe Pai, Mae Hong Sorn province. The Automated External Defibrillators will be delivered to Health Promoting Hospital in 11 places.

Corporate governance policies The Company gives importance to the way to operate business with fair and verifiability. The Company concerns all stakeholders by good governance policies and best practices relating to guidelines of the Securities and Exchange Commission and the Stock Exchange of Thailand. Environment The Company recognizes the performance regarding to safety and environment. The Company has set policies, guidelines, follow up and improvement for the safety and environment strictly. Moreover, the Company provides knowledge and trainings to perform the process according to working standard which related to the safety and environment, including support the environment protection around each project. According to the situation of COVID-19 pandemic, the Company has concerned on health and safety of its stakeholders. The Company set policies to prevent COVID-19 such as the screening point for temperature measurement before entering the office building, wearing face mask, hand gel sanitizer at the building, including social distancing to prevent risk of spreading Coronavirus 2019 (COVID-19) for health and safety of all participants. The Chairperson requested at the meeting to raise questions. The Company’s officer collected all question forms and delivered it to Directors for consideration and answered the questions. Mr. Sonthaya Tinnovate, shareholder, express his idea of no water provided at the meeting. President clarified that the Company has to prevent the spreading of Coronavirus 2019 and need to execute the AGM along with rules and policy under the guidelines that had been informed to shareholders in the Notice of AGM, therefore the Company has to apologize for any inconvenience, however the Company prepared snack and water for shareholders after the meeting. Mr. Prayuth Puaphatarakul, shareholder, asked questions as followed;

(1) Will the Company bid the MRT Orange Line with BSR Joint Venture or not? President clarified that the Company will definitely join this bidding but there are

many related department such as construction section and manage the MRT section, therefore the Company has to discuss with the expertise of those sections, so the Company couldn’t confirm that the Company can join with the same joint venture or not.

(2) Why the MRT Pink Line and the MRT Yellow Line is delayed from the completion

date in the end of 2021?




President clarified that the project owner cannot deliver construction area to the Company as scheduled, however, the Company could operate the construction as planned and may partly open by 2021.

(3) How many cases that the Company had been alleged and how about the status

of cases? President clarified that the Company has been alleged by the National Anti-Corruption Commission (NACC) about Kanom Power Plant project where the Company sent the evidence to the NACC already but the case is in process, so the Company cannot confirm the result of the case at this moment.

(4) Why the Company inform the proportion of shareholding by the major shareholder in case of Mr. Anutin Charnvirakul too late and please aware of punctuality of disclosure to stakeholders?

President clarified that the Company had completely closed the register book within the schedule as defined by law and regulations.

(5) When dose the MRT Pink Line and Yellow Line completion date? President clarified that as this has been clarified to the meeting above, the delaying caused by construction area late transferred.

(6) When is the New National Parliament House finish due to the case that was alleged by the member of the Parliament?

President clarified that the New National Parliament House will be finished at the end of 2020 and this is as planned by the period of the contract without the variation order in the future. In case of the Company had been alleged by the former member of the parliament, the Company was submitting the document to sue the Secretariat of the House of Representatives instead, and the Court had already received the case.

(7) According to the backlog orders, why the profit and loss of the Company is fluctuated since there are many backlogs on hands?

President clarified that the fluctuation of the revenue recognition in each quarter was caused by type of construction projects, for example, if the Company has a high margin of the construction project in one quarter, the revenue recognition in that quarter will present a high performance as well. Thai Investor Association asked at the meeting that the percentage of the Company in receiving/loosing of fine due to the construction projects-the New National Parliament House. President clarified that the Company has not to pay fine in any construction projects including the New National Parliament House. Mr. Basant Kumar Dugar, shareholder, asked at the meeting that could the Company arrange roadshow for market capitalization and keep growing the equity of shareholders.




Chairman of the Executive Board of Directors clarified that in normal situation, the Company has a roadshow program as usual but at this moment with the COVID-19 pandemic, the Company cannot make any roadshow until the situation is getting better. Mr. Sathaphorn Pangnirund, shareholder, expressed his thankful and admired to the Company’s Team that make sales growth and wish to see the Company make growth in the bottom line as well. One Asset Management Company Limited asked at the meeting as the flowing questions;

(1) How about the case of the former Executive of the Company using internal information for inside trading?

The Chairman of the Audit Committee clarified that the Company had been well cooperated with the Securities and Exchange Commission as soon as the Company had been noticed by the Securities and Exchange Commission in the year 2018. The action of the former Executive no matter by violation or innocently, it was an individual matter, however, the Company will revise rules and regulations including the Corporate Good Governance Policy and also public the prohibited insider trading to all engagement to prevent this action.

(2) What is the procedures / best practices of the Corporate Good Governance or timeline in revising the CG policy?

The Chairman of the Audit Committee clarified that the Company has a Corporate Good Governance Policy that covered all procedures as stated in the Annual Report that had been sent to shareholders which includes the equitable treatment of shareholders, internal information usage policy, or the policy on securities trading to Directors and Top Management of the Company etc. However, the Company will revise the Corporate Good Governance to make a better practice onwards. Mr. Basant Kumar Dugar, shareholder, asked and expressed his opinion as followed;

(1) How rapid dose the Company make the positive free operating cash flow? The Chairman of the Board of Executive Directors clarified that in general, the operating cash flow of the Company has always in positive, only except at the 1st quarter in 2020 that presented in negative.

(2) How can the Company decrease the net profit including the variable expenses and maximize the capitalize expenses during the business expansion?

The Chairman of the Board of Executive Directors thanked for the opinion and clarified that the Company will focus on cost control and receive more construction projects to recognize more income. The Company has invested in capitalize expenses as usual. Ms. Suwannee Chiensirikraivut, shareholder, asked at the meeting as followed;

(1) In 2019, the revenue had higher than last year but when compared to net profit it was decrease, why?




President clarified that net profit in each year was up to the revenue recognition of the construction project. The net profit in 2019 decreased because the revenue recognized by low margin construction projects than last year, it is therefore, the revenue in 2018 was higher than the year of 2019 because the revenue from construction that recognized by a high margin project such as power plant projects.

(2) How much the COVID-19 affect to the Company? President clarified that cost of construction was little affected due to the COVID-19 pandemic such as shipping fees, manpower, keeping distance, and controllable policy, however, sales still growth.

(3) What is the status for the Mochit Land Project? President clarified that Mochit Land project has 7% in process as planned. Mr. Basant Kumar Dugar, shareholder, expressed his opinion about the negative cash cycle that the Company able to manage the negative cash cycle well and the decreasing of working capital at 0.74 is acceptable. The Chairman of the Board of Executive Directors thanked to the shareholder. Mr. Basant Kumar Dugar, shareholder, asked that whether the Company could increase the ROA from 3.95% by using the income bearing assets ratio or not. The Chairman of the Board of Executive Directors thanked to the shareholder and will considering with the Executive Directors as well. One Asset Management Company Limited asked about the policy to Executives for the case on bribery towards the Kanom Power Plant project. The Chairman of the Audit Committee clarified that referred to the former question that the Company has already declared and submitted all evidence to the NACC since the Company and the Executives had been charged on supporting the bribery Kanom Power Plant project and it is under the responsible of related organization. The Company will strictly adhere to the policy and insider trading also. Mr. Basant Kumar Dugar, shareholder, asked whether the Company could raise net profit more than 8.24%. The Chairman of the Board of Executive Directors said that the Company will try to increase net profit. There was no other question was raised, then the Chairperson proposed at the meeting to consider.

The meeting had been acknowledged the Company’s Performance as at 31

December 2019 and Annual Report for the year 2019 according to the report from the President.




3. Consideration and the approval of the Company’s financial statements for the fiscal period ended December 31, 2019 The Chairperson addressed at the meeting that the Board of Directors completed the preparation and finalization of the financial statements as of December 31, 2019 to shareholders. After that, the President report the summary of financial statement as at 31 December 2019 as followed; The Summarize of Financial Statements – Consolidated financial statements as at 31 December 2018 compared to the year of 2019 (Unit: Million Baht, except basic earnings per share expressed in Baht) Financial Statement 2018 2019 %change (Consolidated Financial Statement) Construction and service income 27,537 32,992 19.8% Total Revenues 27,976 33,384 19.3% Cost of construction and service 25,421 31,168 22.6% Gross profit 2,117 1,824 -13.8% Selling and administrative expenses 517 511 -1.1% Share of profit from investment in associate 25 231 831.1% Interest expense 29.5 50.8 72.5% Net Profit 1,637 1,494 -8.7% Net Profit Exclude Minority Interest 1,617 1,484 -8.2% Earnings per Share (Baht) 1.06 0.97 Gross Profit Margin 7.7% 5.5% Net Profit Margin 5.9% 4.5% The Summarize of Financial Position Statements – Consolidated financial statements as at 31 December 2018 compared to the year of 2019 ( Unit: Million Baht, except basic earnings per share expressed in Baht) Balance Sheet 2018 2019 %change (Consolidated Financial Statement) Cash and Current Investment 9,998 7,261 -27.4% Trade and other Receivables 4,591 3,873 -15.6% Contract assets 7,541 6,469 -14.2% Current Assets 28,721 23,149 -19.4% Total Assets 45,575 49,207 8.0% Financial Debts 1,236 1,646 33.1% Trade and other Payables 9,053 9,843 8.7% Contract Liabilities 20,028 17,959 -10.3% Current Liabilities 32,827 31,479 -4.1% Total Liabilities 34,355 34,560 0.6% Equity 11,221 14,648 30.5% Equity (Exclude Minority Interest) 10,961 14,377 31.2%




President declared that referred to general accepted accounting principles and the

company’s auditor, Ms. Krongkaew Limkittikul, has duly audited the said financial statements; details of which appear in the financial statements chapter of the Company’s 2019 Annual Report, details of which had been sent to the shareholders earlier.

The Board and the Audit Committee have approved the Balance Sheet and Profit

and Loss Statements, which were audited by the Company’s auditor, and the Board is of the opinion that the Annual General Meeting of Shareholders should approve the said financial statements for the fiscal period ended December 31, 2018 to comply with the Company’s Articles of Association and the Public Limited Companies Act B.E. 2535. The Chairperson requested at the meeting to raise any questions. Mr. Sathaphorn Pangnirund, shareholder, asked whether how was the different between accounting profit and tax profit. Senior Vice President – Accounting and Financial Division clarified that according to notes to consolidated financial statements no. 24 as stated in the annual report, the income tax caused by gain on change in value of available-for-sale investments and actuarial loss, and employees’ beneficial was not acknowledge as an income tax because it is not an actual expenses. Mrs. Suwannee Chiensirikraivut, shareholder, asked whether why the interest expense was doubled. President clarified that such interest expense caused by the rental and purchases machinery and construction equipment which was general not caused by lending. There was no question about the company’s financial statement.

The Chairperson proposed to the meeting whether any correction is needed upon

this agenda, there was no correction needed, the Chairperson proposed at the meeting to consider. Upon a motion duly made and seconded, the following was unanimously resolved: RESOLVED: THAT the consideration and the approval of the financial statements for the fiscal period ended December 31, 2019 by the following votes: Vote for favor amounting to 870,495,955 votes, or 94.10% Vote for against amounting to 0 vote, or 0.00% Vote for abstain amounting to 54,605,468 votes, or 5.90% Voided ballot amounting to 0 vote, or 0.00% RESUMED: THAT the majority vote is 94.10% of the total number of votes of the shareholders attending at the meeting and they voted approve for the financial statements for the fiscal period ended December 31, 2019. (There were 839 shareholders and proxies representing 925,101,423 shares attended the meeting)




4. To acknowledge the interim dividend payment for the year 2019, and no additional dividend payment from the 2019 year of operations

The Chairperson requested that Mr. Pakpoom Srichamni, the President of the

Company to propose at the meeting to acknowledge the interim dividend payment for the year 2019, and no additional dividend payment from the 2019 year of operations.

Due to the situation of novel coronavirus 2019 pandemic (COVID-19) in Thailand

which has increased continuously and spread widely since late-February 2020 and the difficulty in predicting the tendency of said disease and the severity of the situation during the old period of the 2020 AGM set on April 24, 2020 (the “Original Meeting Date”). The government requested the reduction of activities involving in the gathering of large numbers of people which may cause pandemic of said disease.

The Board of Directors resolutions at its meeting no. 2/2020, held on March 27, 2020

in connection with the convening of the 2020 Annual General Meeting of Shareholders and the dividends payment of the Company as follows:

(1) Postponement of the Original Meeting Date of the Annual General Meeting of Shareholders with no limitation, cancellation of all topics of discussion according to the said Original Meeting Date, including cancellation of the Record Date for determination of shareholders who will have right to attend the said meeting according to the said Original Meeting Date; and

(2) Processing the declaration and payment of interim dividends at 0.30 Baht (30 Satang) per share, for all shareholders of the Company holding all 1,525,106,540 shares, as appearing in the share registry at the Record Date for determination of right to receive dividends which was set on March 25, 2020 and was the old set date disclosing to shareholders according to the resolutions of the Company’s Board of Directors Meeting No.1/2020, held on March 11, 2020. The interim dividends payment was made to the shareholders on April 24, 2020.

Hence, the Company would like to inform that at the Annual General Meeting of

Shareholders No. 26/2020 in the agenda of dividend payment approval, the Board of

Directors resolved the omission of additional dividend payment for the year 2019 and requested at the meeting to acknowledge the interim dividend payment for the year 2019, and no additional dividend payment from the 2019 year of operations.

The Chairperson requested at the meeting to raise any questions. Mr. Sathaphorn Pangnirund, shareholder, expressed his opinion about the decreasing of dividend payment from 0.50 Baht to 0.30 Baht and acknowledged the said interim and no additional dividend payment. In addition, he knew that the Company had made this matter in compliance with laws and regulations but in his point of view, the Company should adhere to the Good Corporate Governance: CG because the dividend payment or non-dividend payment shall be approved by shareholders. At this time, shareholders were inflicted and had only acknowledged, it is therefore, he requested at the meeting to quote his view in the report that “I’m Sathaphorn Pangnirund, acknowledged as proposed agenda with great thanks and approved to omit the additional dividend payment, this had been made for protect shareholders’ right by the resolutions of the Board of Directors.”

There was no question had been raised, then the Chairperson requested at the meeting to consider.




The meeting had been acknowledged the interim dividend payment for the year 2019, and no additional dividend payment from the 2019 year of operations from the President.

5. Consideration of the appointment of directors in place of those retiring by rotation

The Chairperson requested that Police General Jate Mongkolhutthi, the Chairman of the Nomination and Remuneration Committee to propose at the meeting to consider the appointment of directors in place of those retiring by rotation.

The Chairman of the Nomination and Remuneration Committee addressed at the

meeting that the article 16 of the Company’s Articles of Association states that one-third (1/3) of the Company’s directors must retire by rotation at the Annual General Meeting of Shareholders. If the number of directors is not a multiple of three, the number of directors that is closest to one-third shall retire. The directors retiring from office in the first and second years after the registration of the Company shall be selected by drawing lots. In subsequent years, the director who has held office for the longest period shall retire. The retiring directors shall be eligible to be re-appointed for another term. The directors who will retire by rotation at this 2020 Annual General Meeting of Shareholders are: Name of Directors Type of Director proposed for reappointment

(1) Mr. Vallop Rungkijvorasathien Director/Chairman of the Board of Executive Directors

(2) Mr. Pakpoom Srichamni Director/President (3) Mr. Thanathip Vidhayasirinun Independent Director (4) Mrs. Anilrat Nitisaroj Director/Executive Director

Criteria and method of directors’ nomination: The nomination process of the

Company’s directors was considered by the Nomination and Remuneration Committee, focusing on the qualifications of each director in accordance with the Public Limited Companies Act B.E. 2535, the director’s educational background, skills, experience in the related business activities of the Company and varied professional background which can support the business operation of the Company and contribute to the development of the Company, as well as the director’s previous overall performance. As for an independent director, the said Committee has also considered the definition of the independent director set by the Capital Market Supervisory Board, Stock Exchange of Thailand, including any possible significant business relationship between the director and the Company, which may prevent the director from dully performing his/her duties independently.

For Mr. Thanathip Vidhayasirinun, the Independent Director/ Chairman of the Audit

Committee, who has held the position as an Independent Director since 2001 until present, the period of which exceeds 9 years; however, according to the best practice for good corporate governance’s recommendation, an independent director should not hold a directorship position for more than 9 years. Notwithstanding the foregoing situation and recommendation, the Nomination and Remuneration Committee opined that Mr. Thanathip Vidhayasirinun is knowledgeable and capable of finance and business, and he has experience and high expertise in auditing organizations. If the Company still wishes Mr. Thanathip Vidhayasirinun to continue acting as the Independent Director, this will create greater benefits to the Company when compared to seeking other candidates to replace him.




The Board is of the opinion that the qualifications of the said three retiring directors do not fall under any prohibited characteristics in accordance with the Public Limited Companies Act B.E. 2535, the said four directors have sufficient knowledge and experience in the related business activities of the Company and should be able to contribute to the development of the Company. Hence, the Board is of the opinion that the Annual General Meeting of Shareholders should reappoint the said three retiring directors as the Company’s directors for an additional term and they should hold the same position in the Company.

Police General Jate Mongkolhutthi, the Chairman of the Nomination and

Remuneration Committee stated that the Company was strictly to the Corporate Good Governance, therefore the Company provided a chance for shareholders to propose a qualified person to be appointed as a director of the Company since September 28, 2018 to December 28, 2018 but there was no shareholder propose any person to be appointed as a company’s director.

To follow the Principle of Good Corporate Governance, the said four retiring directors

have left outside the meeting for temporary before the consideration procedure will begin. This process also facilitates shareholders to consider and express their opinions independently.

The Secretary to the Meeting requested at the meeting to ask if there is any

questions according to this agenda and there was no question had been raised, and invited all directors who were left the meeting for temporary back into the meeting.


RESOLVED: THAT the voting on the Agenda 5; the appointment of Directors in place of those retiring by rotation is resolved. The votes are considered individually: The resolution calculated as follows:

1. Approval of the re-appointment of Mr. Vallop Rungkijvorasathien as the

Company’s Director/Chairman of the Board of Executive Directors for an additional term by

the following votes:

Vote for favor amounting to 812,959,807 votes, or 87.88% Vote for against amounting to 58,021,420 votes, or 6.27% Vote for abstain amounting to 54,140,696 votes, or 5.85% Voided ballot amounting to 0 vote, or 0.00% RESUMED: THAT the majority vote is 87.88% of the total number of votes of the shareholders attending at the meeting and they voted approve for the re-appointment of Mr. Vallop Rungkijvorasathien as the Company’s Director/Chairman of the Board of Executive Directors for an additional term. (There were 842 shareholders and proxies representing 925,121,923 shares attended the meeting)

2. Approval of the re-appointment of Mr. Pakpoom Srichamni as the Company’s

Director/President for an additional term by the following votes:

Vote for favor amounting to 870,956,911 votes, or 94.15% Vote for against amounting to 25,600 votes, or 0.00% Vote for abstain amounting to 54,139,412 votes, or 5.85%




Voided ballot amounting to 0 vote, or 0.00% RESUMED: THAT the majority vote is 94.15% of the total number of votes of the shareholders attending at the meeting and they voted approve for the re-appointment of Mr. Pakpoom Srichamni as the Company’s Director/President for an additional term. (There were 842 shareholders and proxies representing 925,121,923 shares attended the meeting)

3. Approval of the re-appointment of Mr. Thanathip Vidhayasirinun as the Company’s

Independent Director for an additional term by the following votes:

Vote for favor amounting to 805,772,472 votes, or 87.10% Vote for against amounting to 65,210,040 votes, or 7.05% Vote for abstain amounting to 54,139,411 votes, or 5.85% Voided ballot amounting to 0 vote, or 0.00% RESUMED: THAT the majority vote is 87.10% of the total number of votes of the shareholders attending at the meeting and they voted approve for the re-appointment of Mr. Thanathip Vidhayasirinun as the Company’s Independent Director for an additional term. (There were 842 shareholders and proxies representing 925,121,923 shares attended the meeting)

4. Approval of the re-appointment of Mrs. Anilrat Nitisaroj as the Company’s

Director/Executive Director for an additional term by the following votes:

Vote for favor amounting to 870,979,911 votes, or 94.15% Vote for against amounting to 2,600 votes, or 0.00% Vote for abstain amounting to 54,139,412 votes, or 5.85% Voided ballot amounting to 0 vote, or 0.00% RESUMED: THAT the majority vote is 94.15% of the total number of votes of the shareholders attending at the meeting and they voted approve for the re-appointment of Mrs. Anilrat Nitisaroj as the Company’s Director/Executive Director for an additional term. (There were 842 shareholders and proxies representing 925,121,923 shares attended the meeting)

6. To consider fixing the Remuneration of Directors, the Audit Committee, and the Nomination and Remuneration Committee and any new sub-committee that may be established additionally for the year 2020 The Chairperson asked Police General Jate Mongkolhutthi, Chairman of the Nomination and Remuneration Committee/Director of Audit Committee, to propose at the meeting to consider fixing the remuneration of Directors and the Audit Committee and Nomination and Remuneration Committee for the year 2020.

The Chairman of the Nomination and Remuneration Committee declared that the

Board of Directors proposed at the meeting to consider of fixing the remuneration of Directors and the Audit Committee and Nomination and Remuneration Committee for the year 2020 by not exceeding 9,000,000 Baht (Nine Million Baht Only) which is higher than the




remuneration in the year 2019 of amounting to 1,000,000 Baht (One Million Baht), and it can be categorized into Directors’ meeting fee and Annual Remuneration fee as followed; Board of Directors’ Meeting Fee 1. The Chairman of the Board of Directors amounted to 40,000 Bht/meeting 2. Each Director amounted to 20,000 Bht/meeting Audit Committee’s Meeting Fee 1. The Chairman of the Audit Committee amounted to 40,000 Bht/meeting 2. Each Director amounted to 20,000 Bht/meeting Remuneration and Compensation Committee’s Meeting Fee 1. The Chairman of the Remuneration amounted to 40,000 Bht/meeting and Compensation Committee 2. Each Director amounted to 20,000 Bht/meeting Board of Directors’ Annual Remuneration 1. The Chairman of the Board of Directors amounted to 600,000 Bht/year 2. The Chairman of the Audit Committee amounted to 600,000 Bht/year 3. The Chairman of the Nomination and amounted to 500,000 Bht/year Remuneration Committee 4. Each of the other Directors amounting to 400,000 Bht/year

In case of establishment of any additional new sub-committee in the future, its members will be entitled to receive meeting fees at the same rate as the board of directors, and the chairman of such new sub-committee will be entitled to receive the annual bonus at the same rate of the Nomination and Remuneration Committee.

The Chairman of the Nomination and Remuneration Committee added more

information that the Board of Directors has carefully considered the remuneration of

Directors for each committee, in comparison with the type and size of business of other

public limited companies listed on the Stock Exchange of Thailand, the expansion of the

business and the growth of Company’s profit.

The Chairperson requested at the meeting to raise any questions.

There was no other question was raised, then the Chairperson proposed at the meeting to consider.


RESOLVED: THAT the voting on Agenda 6; the remuneration of Directors, the Audit Committee and Nomination and Remuneration Committee and any new sub-committee that may be established additionally for the year 2020 are resolved. The resolution calculated as follows: Vote for favor amounting to 867,991,398 votes, or 93.82% Vote for against amounting to 2,996,115 votes, or 0.32% Vote for abstain amounting to 54,139,411 votes, or 5.85% Voided ballot amounting to 0 vote, or 0.00% RESUMED: THAT the majority vote is 93.82% that was more than two-third of the total number of votes of the shareholders attending at the meeting and they voted approve the




remuneration of Directors, the Audit Committee and Nomination and Remuneration Committee and any new sub-committee that may be established additionally for the year 2020 accorded as the Chairman of the Nomination and Remuneration Committee proposed. (There were 844 shareholders and proxies representing 925,126,924 shares attended the meeting) 7. Consideration and approval the appointment of the Company's Auditor and to fix the Auditor's remuneration for 2020

The Chairperson requested Mr. Chamni Janchai, Chairman of the Audit Committee proposed at the meeting for the consideration and approval of the appointment of the Company's Auditor and to fix the Auditor's remuneration for 2020.

The Chairman of the Audit Committee declared at the meeting that the Board of

Directors proposed the Annual General Meeting of Shareholders to consider the appointing the auditors of EY Office Limited as the auditors of the Company as the flowing names:

1. Miss Krongkaew Limkittikul C.P.A. License No. 5874; or

2. Miss Siraporn Ouaanunkun C.P.A. License No. 3844; or

3. Mr. Natthawut Santipet C.P.A. License No. 5730

Therefore, the auditors have not acted as auditors of the Company within 5 years. The

3 auditors entitled to be qualified according to Capital Market Supervisory Board No. Tor Jor

44/2013.

The Board of Directors also examined about the relationship or interest with the

Company, the Company’s subsidiaries, and connected person. Those auditors had no relationship of conflict of interest to the Company, the Company’s subsidiaries, Executives, major shareholders, or related person.

The Chairman of the Audit Committee proposed at the meeting to consider and fixing

their remuneration for the year 2020 as followed; 1. Baht 400,000 (Four Hundred Thousand Baht only) for each quarterly review,

totaling Baht 1,200,000 (One Million and Two Hundred Thousand Baht only). 2. Baht 2,000,000 (Two Million Baht only) for annual audit. 3. Non-Audit Fee -None-

Total remuneration for quarterly reviews and annual audit amounting to 3,200,000

Baht (Three Million Two Hundred Thousand Baht only), which is 33.33% increase from the remuneration of auditors for the year 2020.

The Chairman of the Audit Committee clarified at the meeting that the increasing of

the Audit’s remuneration caused by the number of increased transactions and there are the new financial reporting standards in 2 items such as investment properties and contract assets. The increasing of Audit’s remuneration was mainly considered through the increased transactions excluding inflation and expense of EY Company Limited.

The Chairperson requested at the meeting to raise any questions.




Mr. Sathaphorn Pangnirund, expressed his opinion that the internal control of the Company was reliable and he had confident with the expertise of Directors and the Chairman of the Audit Committee of the Company, so he requested Directors to focus on cost control as same method of other department. He thinks that the Audit’s remuneration should be decreased every year to reduce manpower and duration of auditing, so the Audit Company could have time to audit other companies. The Chairman of the Audit Committee added that the Company had many transaction that before such as joint ventures for MRT projects and also with the new financial statement standards thus, increased the audit hours as well, the less of transactions, the less of audit hours. The Company has many backlogs on hands and revenue recognition in comparison to other companies, therefore, the Company’s Auditors must work hard than before. However, the Company invests in computer program, so reports are complete, accurate, and adequate. There was no other question had been raised, then the Chairperson proposed at the meeting to consider.


RESOLVED: THAT the vote on Agenda 7; the approval of the appointment of the Company's Auditor and to fix the Auditor's remuneration for 2020 are resolved. The resolution calculated as follows:

Vote for favor amounting to 847,746,454 votes, or 91.64% Vote for against amounting to 23,247,497 votes, or 2.51% Vote for abstain amounting to 54,139,411 votes, or 5.85% Voided ballot amounting to 0 vote, or 0.00%

RESUMED: THAT the majority vote is 91.64% of the total number of votes of the shareholders attending at the meeting and they voted approve for appointing Miss Krongkaew Limkittikul, C.P.A. License No. 5874 or Miss Siraporn Ouaanunkun, C.P.A. License No. 3844 or Mr. Natthawut Santpet, C.P.A. License No. 5730; all of Ernst & Young Office Limited, as auditors of the Company for the year 2020 with the auditor’s remuneration of Baht 3,200,000 (Three Million Two Hundred Thousand Baht only).

(There were 846 shareholders and proxies representing 925,133,362 shares attended the meeting) 8. Other Business

The Chairperson declared at the meeting that the Company placed importance on Principle of Good Corporate Governance. Therefore, The Company has distributed principle of proposing agenda in advance of the Annual General Meeting of Shareholders on the Company’s website and specified period of time to propose agenda in advance from 27 September 2019 to 27 December 2019, and the company provides the opportunities for shareholders to submit questions in advance from 15 June 2020 to 10 July 2020 and there was no agenda nor questions had been proposed in advance. Then the Chairperson requested at the meeting to propose other business to consider. There was no matter had been proposed.




The Chairperson requested at the meeting to raise any questions or give some opinions. There was no other business, the Chairperson thanked all attending shareholders and closed the meeting. The meeting adjourned at 12.00 hours.

(signed) Signed (Professor Rawat Chamchalerm)

Chairperson of the Meeting

(signed) Signed (Mrs. Nipa Pakdeechanuan)

Secretary to the Meeting


Documents

Minutes of Annual General Meeting of Shareholders No - STECON · TEL: 0 -2610 4900 FAX: 0 2260 1399 RESUMED: THAT the majority vote is 93.51% of the total number of votes of the shareholders