Sino-Thai Engineering and Construction Public Company Limited

Notice of the 25/2019 Annual General Meeting of Shareholders

Friday 26th, April 2019, at 2.00 p.m.

30th Floor, at the conference room of Sino-Thai Tower

Registration will be on 27th, Fl., open at 12 p.m. NO SOUVENIRS

Contents

The Enclosures for Annual General Meeting of Shareholders 2019 Page

Notice of Annual General Meeting of Shareholders No. 25/2019 1-11 Barcode Registration Form (Enclosure 1) Enclosed Copy of the Minutes of Annual General Meeting of Shareholders No. 24/2018 (Enclosure 12-38 No.2) Biographies of the persons proposed for appointment as directors of the Company to 39-45 replace retiring directors (Enclosure No. 3) Biographies of Audit Committee members and Independent Director acting as proxies for 46-48 shareholders at the shareholders meeting (Enclosure No.4)

The Acknowledged Enclosures for Annual General Meeting of Shareholders 2019 Page Proxy Form A B and C (Enclosure No. 5) Enclosed Form for Requesting a Hard Copy of Annual Report 2018 (Enclosure No. 6) 49 Guidelines and Practice for attending the Annual General Meeting of Shareholders and 50-51 Granting of a Proxy (Enclosure No.7) The Company’s Articles of Association concerning the shareholders meeting 52-54 (Enclosure No.8) Submission of Questions for the Annual General Meeting (AGM) 2018 in Advance 55-56 (Enclosure No.9) Map of the Meeting Location 57 (Enclosure No.10)

For further information please do not hesitate to contact Company Secretary Office at telephone: (+66) 2610-4900 ext. 1554, 1992, 1550 or our facsimile: (+66) 2259-4427

Notice of Annual General Meeting of Shareholders No. 25/2019

March 22, 2019

To: Shareholders of Sino-Thai Engineering & Construction Public Company Limited

Enclosures: 1. Barcode Registration Form; 2. Copy of the Minutes of Annual General Meeting of Shareholders No. 24/2018; 3. Biographies of the directors proposed for reappointment as directors of the Company for an additional term due to their retirement by rotation; 4. Biographies of Audit Committee members, Nomination and Remuneration Committee members and Independent Directors acting as proxies for shareholders at the shareholders meeting; 5. Proxy Form A, B and C; 6. Form for Requesting a Hard Copy of the Annual Report for 2018; 7. Guidelines and Practices for attending the shareholders meeting and the grant of a proxy; 8. The Company’s Articles of Association concerning the shareholders meeting; 9. Form for Submission of Questions for the Annual General Meeting (AGM) 2019 in Advance; and 10. Map of the Meeting location.

Notice is hereby given that the Board of Directors of the Company has resolved to convene the Annual General Meeting of Shareholders No. 25/2019 at 14.00 hours, on Friday, the 26th day of April, 2019 at Sino-Thai Tower, 30th Floor, No. 32/60 Sukhumvit 21 Road (Soi Asoke), Klongtoey Nua Sub-district, Wattana District, Bangkok Metropolis. The following business shall be transacted at the meeting:

Agenda No. 1 To confirm the Minutes of the Annual General Meeting of Shareholders No. 24/2018

Facts and Reasons: The Annual General Meeting of Shareholders No. 24/2018 was held on April 30, 2018, and the shareholders resolved therein to approve all agenda items specified by law. The minutes of the said meeting shall be submitted to the following Annual General Meeting of Shareholders for confirmation.

Board's Opinion: The Board is of the opinion that the said minutes should be proposed to the Annual General Meeting of Shareholders for confirmation, details of which appear in Enclosure No. 2.

Required Vote for Approval: The majority votes of the shareholders, who attend and vote at the meeting, will be required.

ชั้น 27 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวิท 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 2

Agenda No. 2 To acknowledge the report on the Company's Operations as of December 31, 2018 and the Company’s Annual Report for 2018

Facts and Reasons: The Public Limited Companies Act B.E. 2535, Section 113, states that the Board of Directors shall deliver to the shareholders the Annual Report along with the notice calling for an annual general meeting of shareholders. In this regard, the Company prepared a correct and complete report on the Company’s operations and the Annual Report for 2018 in compliance with the Public Limited Companies Act B.E. 2535 and the criteria of the Office of the Securities and Exchange Commission.

Board's Opinion: The Board is of the opinion that the report on the Company’s operations as of December 31, 2018 and the Company’s Annual Report for 2018 (details of which appear in Enclosure No. 1-QR Code) are accurate and that the same should be proposed to the Annual General Meeting of Shareholders for acknowledgment.

Agenda No. 3 To consider and approve the Company’s financial statements for the fiscal period ended December 31, 2018

Facts and Reasons: According to Article 49 of the Company’s Articles of Association, the Company shall arrange for the preparation and keeping of accounts as well as the auditing thereof in accordance with the governing laws, and shall make a Balance Sheet and Profit and Loss Statement at least once every twelve (12) months of the fiscal period of the Company, and submit the same to the Annual General Meeting of Shareholders for approval.

The Board of Directors completed the preparation and finalization of the financial statements as of December 31, 2018 according to general accepted accounting principles and Miss Krongkaew Limkittikul, the Company’s auditor holding C.P.A. License No. 5874, of EY Office Limited, has duly audited the said financial statements; details of which appear in the financial statements chapter of the Company’s 2018 Annual Report, pages 233 to 352, Enclosure No. 1-QR Code.

Board's Opinion: The Board and the Audit Committee have approved the financial 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.

Required Vote for Approval: The majority votes of the shareholders, who attend and vote at the meeting, will be required.

Agenda No. 4 To consider the declaration of dividends payment for the year 2018

Facts and Reasons: Article 44 of the Company’s Articles of Association states that no dividend shall be paid otherwise than from profit. In the case where the Company has accumulated losses, no dividend shall be paid. A dividend shall be paid according to the number of shares, each share being paid equally. In addition, Article 45 of the Company’s Articles of Association states that the Company shall allocate at least five (5) percent of its net profit less the accumulated loss brought forward (if any) for a reserve fund until this fund attains an amount of at least ten (10) percent of the Company’s registered capital.

The Company has a policy to pay dividends at the rate of at least 40% of the net profit before taking into consideration the interests of its subsidiaries, if the Company has profit and no accumulated loss as well as if the Company has no additional investment in any mega project.

Board's Opinion: Board's Opinion: According to the business operating results for the year 2018, the Company generated a net profit in the amount of Baht 1,439,859,090 and has no accumulated loss. In addition, the Company has already allocated the legal reserve fund of Baht 152,510,654 which is 10% of the Company’s registered capital (Baht 1,525,106,540). Therefore, the Company is not responsible for any further allocation to the legal reserve fund.

The Board is therefore of the opinion that the Annual General Meeting of Shareholders should approve the declaration of dividend payment for the year 2018 as follows:

1. The declaration of payment of dividends by cash at the rate of Baht 0.50 (Fifty Satang) per share to the Company’s shareholders holding 1,525,106,540 shares, being the total amount of Baht 762,553,270 (Seven Hundred Sixty-two Million Five Hundred Fifty- three Thousand Two Hundred and Seventy Baht only) which is 52.96% of the Company’s net profit and complies with the Company’s dividends payment policy.

This dividends payment is subject to withholding tax at the rate of 10%, which is Baht 0.050 (Five Satang) per share.

2. The record date for determining the eligible shareholders for receiving dividends is fixed at March 20, 2019; and if the Annual General Meeting of Shareholders No. 25/2019 shall approve the said matter, the Company would fix the date for payment of dividends by May 24, 2019.

However, the right to receive the said dividends is still uncertain as it has to be approved by the shareholders’ meeting.

Comparison of dividends payment for the years 2015 and 2016

Details of dividends Year 2015 Year 2016 payment 1. Net profit 1,266,815,660 Baht 1,266,549,248 Baht 2. Number of shares 1,525,106,540 shares 1,525,106,540 Baht 3. Dividend paid / share 0.33 Baht 0.22 Baht 4. Total dividends paid 503,285,158 Baht 335,523,438.80 Baht 5. Dividend ratio 40% of the net profit 26.49% of the net profit Remark: The Company did not pay year-end dividend for the year 2017 due to its net loss.

Required Vote for Approval: The majority votes of the shareholders, who attend and vote at the meeting, will be required.

Agenda No. 5 To consider and approve the appointment of new directors in place of those retiring by rotation

Facts and Reasons: 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 2018 Annual General Meeting of Shareholders are:

Name of Directors Type of Director proposed for reappointment 1. Mr. Chamni Janchai Independent Director/ Chairman of the Audit Committee 2. General Surapan Poomkaew Director 3. Mr. Chaiyong Satjipanon Independent Director

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. Chamni Janchai, the Independent Director/ Chairman of the Audit Committee who has held the position as an Independent Director since 1999 until present, the period of which exceeds 9 years; however, according to the Stock Exchange of Thailand’s recommendation, an independent director should not hold directorship position for more than 9 years. Notwithstanding the foregoing situation and recommendation, the Nomination and Remuneration Committee opined that Mr. Chamni Janchai is knowledgeable and capable of finance and accounting, and he has experiences and high expertise in auditing of organizations. If the Company still remains Mr. Chamni Janchai to continue acting as the Independent Director/ Chairman of the Audit Committee, the Company will be able to create great benefits comparing the decision of seeking other candidate to replace his place.

Board's Opinion: 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, which means that the said three directors are not: (i) bankrupt persons, (ii) incompetent or quasi-incompetent persons, (iii) ever been imprisoned by the judgment of a court for an offense related to property which was committed with dishonest intent, (iv) have ever been dismissed or removed from government service, a government organization or a government agency in punishment for dishonesty in performing his duties; and (v) are partners or shareholders of a juristic person operating a business which has the same nature as and engages in competition with the business of the Company. In addition, the said three 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.

The Company has enclosed the biographies of the said directors, their shareholdings in the Company, their acting in the position of a director in other businesses and the definition of the independent director as per Enclosure No. 3.

Required Vote for Approval: The majority votes of the shareholders, who attend and vote at the meeting, will be required. ชั้น 27 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวิท 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 6

Agenda No. 6 To consider fixing the Remuneration of Directors, the Audit Committee and Nomination and Remuneration Committee for 2019

Facts and Reasons: The Public Limited Companies Act B.E. 2535, section 90, states that a company shall not pay money or give any property to any director unless it is a payment of remuneration under the Articles of Association of the company. If it is not so stipulated in 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 of the total number of votes of the shareholders attending the meeting.

In this regard, no provision in the Company's Articles of Association stipulates the remuneration of directors of the Company. Thus, the Company shall follow the requirements of the said law.

Criteria and procedure for proposal of the remuneration of Directors, the Audit Committee and Nomination and Remuneration Committee: Such remuneration was considered by the Nomination and Remuneration Committee. The said Committee has carefully considered such matter in comparison with the type and size of business of other public limited companies that are listed on the Stock Exchange of Thailand, the expansion of the business and the growth of the Company’s profit.

Board's Opinion: The Board is of the opinion that the Annual General Meeting of Shareholders should consider and approve the remuneration of the Directors, the Audit Committee and the Nomination and Remuneration Committee for 2019 in the amount of not exceeding Baht 8,000,000 (Eight Million Baht only) which is equal to the remuneration in the year 2017 but higher than the remuneration in the year 2018 of only 1,000,000 Baht (One Million Baht), on the basis of a meeting fee and an annual bonus as follows:

Directors meeting fee for the Board of Directors, the Audit Committee and the Nomination and Remuneration Committee are as follows: 1. For the Chairman of each committee amounting to 40,000 Baht/meeting 2. For each member of each committee amounting to 20,000 Baht/meeting

Annual Bonus 1. For the Chairman of the Board of Directors amounting to 500,000 Baht/year 2. For the Chairman of the Audit Committee amounting to 500,000 Baht/year 3. For the Chairman of the Nomination and amounting to 400,000 Baht/year Remuneration Committee 4. For each of the other Directors amounting to 300,000 Baht/year

Comparison of the payment of Remuneration of Board of Directors/ Audit Committee/ Nomination and Remuneration Committee for 2017 and for 2018

Details Year 2017 Year 2018 The meeting fee/meeting 1. The Board of Directors - For the Chairman of the Board of Directors 40,000 Baht 40,000 Baht - For each director 20,000 Baht 20,000 Baht 2. The Audit Committee - For the Chairman of the Audit Committee 40,000 Baht 40,000 Baht - For each member of Audit Committee 20,000 Baht 20,000 Baht 3. The Nomination and Remuneration Committee - For the Chairman of The Nomination and 40,000 Baht 40,000 Baht Remuneration Committee - For each member of The Nomination and 20,000 Baht 20,000 Baht Remuneration Committee Other Benefits None None The meeting fee paid for the entire year 2,580,000 Baht 1,840,000 Baht The annual bonus paid for the entire year 4,100,000 Baht 4,100,000 Baht Total remuneration of Directors and Audit 6,680,000 Baht 5,940,000 Baht Committee paid

Remarks: 1. The Year 2017: the Company held 7 meetings of the Board of Directors, 7 meetings of the Audit Committee and 3 meetings of the Nominating and Remuneration Committee. 2. The Year 2018: the Company held 5 meetings of the Board of Directors, 5 meetings of the Audit Committee and 2 meetings of the Nominating and Remuneration Committee.

Required Vote for Approval: A vote of not less than two-thirds (2/3) of the total votes of the shareholders attending at the meeting, will be required.

Agenda No. 7 To consider and approve the appointment of the Company's Auditor and to fix the Auditor's remuneration for 2019

Facts and Reason: Article 39 of the Company’s Articles of Association states that the Annual General Meeting of Shareholders shall appoint an auditor and determine the remuneration of the auditor. In addition, the notification of the Capital Market Supervisory Board No. Tor Jor. 44/2556 re: “the rules and conditions of disclosure of financial status and business operation information of the company”, states that a company is not permitted to appoint the same auditor who has been the auditor of the Company for the

previous consecutive period of five (5) years. Therefore, at the very least, the auditors of listed companies shall be changed every five (5) fiscal years.

Board's Opinion: In order to comply with the above-mentioned criteria of the Public Limited Companies Act B.E. 2535, and on the Audit Committee’s recommendation, the Board has considered and is of the opinion that the Annual General Meeting of Shareholders should consider appointing the auditors of EY Office Limited as the auditors of the Company for the year 2019 and fixing the auditors’ remuneration for the year 2019 as follows:

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

The remuneration of auditors for 2019 is as follows: 1. Baht 300,000 (Three Hundred Thousand Baht only) for each quarterly review, totaling Baht 900,000 (Nine Hundred Thousand Baht only). 2. Baht 1,500,000 (One Million Five Hundred Thousand Baht only) for annual audit.

Total remuneration for quarterly reviews and annual audit amounting to Baht 2,400,000 (Two Million Four Hundred Thousand Baht only), which is 4.35% increase from the remuneration of auditors for the year 2018.

The Company has engaged the auditing services of EY Office Limited, who acted as the Company’s auditors for the past 17 years, from 2001 - 2018. The auditors who examined the financial statements of the Company during the said period were:

For the years 2001 and 2002 For the years 2003 - 2007 Mr. Narong Pantawong Mr. Supachai Phanyawattano For the years 2008 and 2009 For the years 2010 - 2012 Mr. Narong Pantawong Mr. Khitsada Lerdwana For the year 2013 - 2017 For the year 2018 Mr. Supachai Phanyawattano Miss Krongkaew Limkittikul

Relationship/Conflict of interest The said auditors have no relationship or conflict of interest with the Company, its subsidiaries, executives, major shareholders or connected persons whatsoever.

The auditor of the Company’s subsidiaries and affiliated companies The auditors of EY Office Limited are also the auditors of the Company’s subsidiaries as follows;

1. HTR Corporation Limited, the Company’s subsidiary. The auditors’ remuneration for auditing the 2019 financial statements of HTR Corporation Limited is Baht 540,000 (Five Hundred Forty Thousand Baht only) which is equivalent to the year 2018. 2. Patumwan Real Estate Company Limited - HTR Corporation’s subsidiary. The auditors’ remuneration for auditing the 2019 financial statements of Patumwan Real Estate Company Limited is Baht 100,000 (One Hundred Thousand Baht only) which is equivalent to the year 2018. 3. Kijpracha Thanee Company Limited - HTR Corporation’s subsidiary. The auditors’ remuneration for auditing the 2019 financial statements of Kijpracha Thanee Company Limited is Baht 180,000 (One Hundred and Eighty Thousand Baht only) which is equivalent to the year 2018. 4. WISDOM Services Company Limited – the Company’s subsidiary. The auditors’ remuneration for auditing the 2019 financial statements of WISDOM Services Company Limited is Baht 200,000 (Two Hundred Thousand Baht only) which is 33.33% increase from the year 2018. 5. NOUVELLE Property Company Limited – the Company’s subsidiary. The auditors’ remuneration for auditing the 2019 financial statements of NOUVELLE Property Company Limited is Baht 50,000 (Fifty Thousand Baht only) which is equivalent to the year 2018. 6. Stecon Power Company Limited – the Company’s subsidiary. The auditors’ remuneration for auditing the 2019 financial statements of Stecon Power Company Limited is Baht 50,000 (Fifty Thousand Baht only) which is equivalent to the year 2018

The auditors of EY Office Limited are not the auditors of DKK Sino-Thai Engineering Company Limited, the Company’s associated company. As the Company is only a minority shareholder, so the major shareholder is then responsible for the financial policy and business operation of such affiliated company.

A summary of the auditors’ remuneration for the years 2015-2018 is as follows:

Year Remuneration of Auditors (Baht) Comparison with the previous year 2015 1,750,000 1.16% increased 2016 1,800,000 2.86% increased 2017 2,050,000 13.88% increased 2018 2,300,000 12.20% increased

Remark: The Company has no other fee paid to the auditors.

Audit Committee’s Opinion: The Audit Committee is of the opinion that the Company should appoint the auditors of EY Office Limited as the Company’s auditors for an

additional term with the auditors’ remuneration for the year 2019 to be fixed at Baht 2,400,000 (Two Million Four Hundred Thousand Baht only) as per the above details.

Required Vote for Approval: The majority votes of the shareholders, who attend and vote at the meeting, will be required.

Agenda No. 8 Other business (if any)

Facts and reason: The Public Limited Companies Act B.E. 2535, Section 105, second paragraph, provides that any shareholders holding not less than one-third of the total number of shares sold may request that the meeting consider matters other than those that are indicated in the notice calling for the meeting.

In the case that any shareholders holding shares in the proportion stated above wish to request that the Annual General Meeting of Shareholders consider other matters, they are hereby requested to inform so to the Board of Directors prior to the date of the meeting or at the time of the meeting so that the Board of Directors shall further propose such matters to the shareholders at the Annual General Meeting of Shareholder for consideration.

The Company shall fix the record date on March 20, 2019 for determining the shareholders who are eligible to attend the Annual General Meeting of Shareholders No.25/2019.

You are cordially invited to attend the meeting on the date, time and venue as stated above. In case any shareholders wish to appoint a proxy to attend and vote at the Meeting on their behalf, whether be such other person(s) or Police General Jate Mongkolhutthi, the Independent Director/Chairman of the Nomination and Remuneration Committee or Mr. Thanathip Vidhayasirinun, the Independent Director who have no interest in the agenda items proposed for the meeting’s consideration and approval, except for agenda no. 6 (enclosed please find the details of their biographies as per Enclosure No. 4). Please fill in the information, sign and affix 20 Baht stamp duty to a proxy form as per Enclosure No. 5.

Utility of Proxy Form

A. Proxy Form The Registrar of Public Limited Companies has set three (3) proxy forms: 1. Form A, which is a simple general proxy form; 2. Form B, which states the clear details of matters to be undertaken by the Proxy; and 3. Form C, which applies to a foreign shareholder who appoints a custodian in Thailand to act as his/her custodian of shares. B. Method of Use of Proxy Form 1. A shareholder who is not a foreign shareholder and appoints a custodian in Thailand to act as his/her custodian of shares can use only Proxy Form A or B.

2. A shareholder who is a foreign shareholder and appoints a custodian in Thailand to act as his/her custodian of shares can use either Proxy Form A or B or C.

The Company has arranged for a specific location for the registration of the names of shareholders and proxy-holders who will attend the Annual General Meeting of Shareholders at 12.00 hours on the day of the meeting. You are invited to register your meeting’s participation at the said place and time. In addition, the duly signed proxy form must be submitted to Miss Sajee Dhavie who has been authorized by the Chairman of the Board of Directors to receive the proxy on the said time and date.

The shareholders can examine the details of the agenda items of the Annual General Meeting of Shareholders at the Company’s website, www.stecon.co.th.

Any shareholders wishing to ask for additional information regarding the agenda items of this meeting or send questions to be discussed at the said meeting in advance Enclosure No.9 or obtain a hard copy of the 2017 Company's Annual Report, please fill in the Request Form for a Hard Copy of the Annual Report according to Enclosure No. 6. Please contact Miss Sajee Dhavie, Corporate Secretary Office Manager, telephone number 0-2610-4900 ext. 1992, facsimile number 0-2259-4427, or by e-mail [email protected].

Pursuant to the Board of Directors' Resolution

(Mr. Chaiyaporn Imcharoenkul) Company Secretary

Enclosure No. 2 (TRANSLATION)

Minutes of Annual General Meeting of Shareholders No. 24/2018

Time & Place: Held at 2.00 p.m., on April 30th, 2018 at the Conference Room of Sino-Thai Engineering & Construction Public Company Limited, on the 30th Floor of Sino-Thai Tower, 32/60 Sukhumvit 21 Road (Soi Asok), Klongtoey-Nua Sub-district, Wattana district, Bangkok Metropolis 10110 Thailand.

Quorum: There were 1,092 of the total 17,701 shareholders that can be divided shareholders and proxies representing 876,688,741 shares of the total 1,525,106,540 shares of the Company or 57.48% present at the meeting. There were 203 shareholders representing 175,699,309 shares and 889 proxies representing 700,989,432 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 Independent 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. Mr. Woraphant Chontong Director/Executive Director/SEVP. Financial and Administration Division 11. Mrs. Anilrat Nitisaroj Director/ Executive Director 12. Mr. Masthawin Charnvirakul Director

Company Secretary: Mr. Chaiyaporn Imcharoenkul

Management Committee:

1. Mr. Varatt Kusolmanomai SEVP. Operation Division 2. Mr. Somchai Wattanaweerachai SEVP. Special Division 3. Mr. Worachat Suwasin SVP. Operation Division 1 4. Mr. Chanchai Thanrukprasert SVP. Operation Division 2 5. Mr. Rakesh Kalia SVP. Operation Division 3 6. Mr. Pheera Nakwimol SVP. Technical & Development Division 7. Mr. Prasert Kongkauroptham SVP. Marketing Division 8. Mr. Teeraphong Wichiranon SVP. Administration Division 9. Mrs. Jaikaew Techapichaya SVP. Accounting Department 10. Mrs. Chatra Punnarujawong SVP. 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

Mr. Chaiyaporn Imcharoenkul – Company Secretary 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 issued 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

14 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. 3. Agenda 8: refer to the Articles of Association of the company, the amendment of Article 31 of the Company’s Articles of Association shall be in accordance with the resolution of the shareholders meeting by a vote of not less than three-fourths (3/4) of the total number of votes of the shareholders attending the meeting.

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. After that, the company secretary asked the meeting whether the shareholders wish to be a witness in counting votes at the meeting. Mr. Prasert Srimanasuvarn, one of shareholders, represented oneself in counting votes with the registration of the Company. 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. 23/2017

The Chairperson proposed the meeting to make the confirmation of the Minutes of the Annual General Meeting of Shareholders No. 23/2017 held on April 12th, 2017 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 some 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. 22/2016. The resolution calculated as follows:

Vote for favor amounting to 857,100,410 votes, or 97.74% Vote for against amounting to 0 vote, or 0.00% Vote for abstain amounting to 19,778,429 votes, or 2.26%

RESUMED: THAT the majority vote is 97.74% of the total number of votes of the shareholders attending at the meeting and the Minutes of the Annual General Meeting of Shareholders No. 23/2017 is approved.

(There were 1,106 shareholders and proxies representing 876,878,839 shares attended the meeting)

2. Acknowledge the report on the Company's Operations as of December 31, 2017 and the Company’s Annual Report for 2017

The Chairperson requested that Mr. Pakpoom Srichamni, the President of the Company to report on the Company’s Performance as at 31 December 2017 and the Annual Report for the year 2017 to the meeting for consideration and approval.

The President summarized and reported to the meeting on the performance of the Company for the year 2017 as the followings:

1. Construction Overview In 2017, the governmental sectors continued to invest in construction industry, the construction overview stimulated Thailand’s economic and also to the construction companies. It is advantage for the Company because most of the Company’s revenue about 90 percent came from construction. The investment in construction business of the year 2017 was amounting to 1.21 million baht, and in the year 2016 had 1.22 million baht which was not different. In 2017, the government sector has 685,000 million baht as an investment in construction sector, which was nearly to the year of 2016 where the investment was amounting to 699,000 million baht. The projects were delayed in the first half caused by the announcement of new Procurement and Government Procurement Act. Projects for the first half bidding were as followed;  The MRT Orange Line Project The Company as a joint venture with CH. Karnchang Public Company Limited operates the MRT Orange Line project totaling 3 contracts, with the construction value of 16,000 million baht-in proportion of the Company.  The MRT Pink Line and Yellow Line Project of MRTA The Company as a member of BSR Joint Venture, which is consisting of BTS Group Holdings Plc., Sino-Thai Engineering and Construction Plc., and Ratchaburi Electricity Generating Holding Plc., won the bidding process with the construction value of 50,000 million baht.  Track Doubling Projects There were 2 contracts bidding in 2017: o Track Doubling Project, Nong Pralai – Hua Hin Section o Track Doubling Project, Bangsapannoi – Chumpon Section

For the investment of private sectors in 2017, the construction business’s growth was closely to the year of 2016, they invested in residential buildings nearby MRT. There was unclearly in mega projects, so contractors have doubts in investment in mega projects of the governmental sectors. ชั้น 27 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวิท 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

There could be more investment in construction projects in 2018. The Ministry of Transport had made the action plan of transportation for an urgent matter in 2018 in order to invest in infrastructure for the country. This action plan will have approximately 2 trillion baht for the fund and it can be divided into 2 groups; Projects derived from Public Private Partnership-PPP which has 900,000 million baht for the investment budget that would be the projects as followed;  Kratoo-Patong Expressway project  Nakornprathom-Cha Um Expressway project  Intercity Rangsit-Bangpain Expressway project  Intercity Bangpain-Nakornratchasrima Expressway project  High speed railway Bangkok-Chaing Mai project  High speed railway Bangkok-Hua Hin project  3 Airports High speed Rail Link (Don Muang-Suvarnabhumi-Au Ta Pao)  MRT Slight Rail in Phuket, Chaing Mai, Khonkaen, and Nakornratchasrima

Projects derived from E-Auction derived from the governmental sectors which have 1.1 million baht and the projects would be as followed;  Rama 3 Expressway Dao Kanong-Outer Ring Road project  Doubling Tracks that developed from monorail all over the country  New Route of Doubling Tracks: Den Chai-Chiang Rai-Chiang Khong and Ban Pai- Nakornphanom projects  MRT Orange Line project (Tao Poon-Ratburana)  Renovation of Airports: Krabi and Khon kaen projects

The Company believes that from those upcoming construction projects will bring a better trend in construction industry. If the government invests in construction projects, the private sectors will invest more in parallel.

2. Backlog Order of 130,819 million baht The Company has 130,819 million baht as the latest backlog in April 2018, because the Company won many bidding projects in 2017. At the end of 2017, the Company had its backlog at 103,391 million baht, which was increased from the year 2016 at approximately 40,000 million baht. The increasing number of backlog was closely numbers in the past 4-5 years ago, and the Company had 40,000-50,000 million baht for the backlog as usual.

In 2017, the Company signed many large construction projects with the private sectors as followed;  MRT Orange Line project  Intercity Motorway of DOH project  Head Quarter Office Building of Ministry of Finance project  MRT Pink Line and MRT Yellow Line project  Manhole and Ductbank of MRT Pink Line and Yellow Line project  Track Doubling 2 routes: Nakornprathom-Hua Hin and Prachuabkirikhan-Chumpon project

Backlog of the Company was increased to 130,000 million baht in 2017, and it came from signing contract of 2 IPP projects including the guideway beam of MRT Pink Line and Yellow Line project derived from BTS Group.

3. Total Revenues 21,159 million baht The Company had 21,159 million baht for its total revenues in 2017, in comparison of 2016; the Company had 18,624 million baht. In 2017, the Company had 13 percent growth and most of the revenues came from construction at approximately 20,015 million baht, which 45 percent was derived by private sectors, and 55 percent was derived by government sectors.

4. Net loss In 2017, the Company had net loss 603 million baht, and it was 2,000 million baht decreased from the year of 2016, where the net profit shown 1,396 million baht. The main reason of net loss in the year 2017 was mega projects that derived by government sectors such as the renovation of Phuket Airport project, and the Parliament Building project. Most of the loss came from the Parliament Building project because the delaying of the construction, so the cost of construction had 2 times increased and the Company could not fix the price of construction equipment including the subcontractors, it is therefore, the Company had to do the provision of loss for all expenses from starting to ending project through the year 2017.

5. Shareholders’ Equity 9,455 million baht The shareholders’ equity of the Company decreased to 9,455 million baht in 2017 where the shareholders’ equity in 2016 was 10,585 million baht, and it caused by the provision for loss of construction projects as stated above.

6. Construction Projects’ progression President summarized the progression of the construction projects which had 130,000 million baht as its backlog as followed;  MRT Pink and Yellow Line project: the Company is waiting for the Notice To Proceed-NTP from Mass Rapid Transit Authority of Thailand (MRTA), so the Company removes related infrastructure in the construction area in order not to waste time.  MRT Orange Line project: (underground tunnel and maintenance building) this project is a joint venture company between the Company and CH. Karnchang Plc., and its progression represents at 6-8 percent  Doubling Track: Mab Kabao has 80 percent progression, and Nong Pralai-Hua Hin has 6 percent progression, and Bang Sarn Noi-Chumphon has 5 percent progression.  Manhole and Ductbank-MRT Pink/Yellow line project: the MRT Pink/Yellow Line project has been hired by the Metropolitan Electricity Authority for manhole and ductbank with contract value of 6,700 million baht. The construction will proceed after the Company had received the related construction area delivery.  4 Motorways,DOH: the progression is 10-20 percent.  Nongbon Drainage Tunnel: by BMA with contract value of 4,603 million baht.  MRT Dark Green Line: (Maintenance building and parking area) has 15 percent progression.  Supreme Court: the Company will gain 100 percent progression in 2018.  12 small power plants: the Company delivered 6 power plants and the other 6 power plants are in Ayudhaya province, Nakornratsrima province, Saraburi province, and Rayong province and we are expecting to deliver in 2019.

The proportions of backlog in amounting to 130,000 million baht can be divided as followed; Active projects in progress classified by Type of Clients:  Governmental sector 22 percent  Private sector 46 percent  State Enterprise sector 32 percent

Active projects in progress classified by Type of Services:  Infrastructure 46 percent  Building 20 percent  Energy 32 percent  Industrial 2 percent

After that, the President report the summary of financial statement as at 31 December 2017 compared to the year of 2016.

 The Summarize of Financial Position Statements – Consolidated financial statements as at 31 December 2017 compared to the year of 2016

(Unit: Million Baht, except basic earnings per share expressed in Baht)

Financial Statement 2016 2017 comparison of (Consolidated Financial Statement) 2017 and 2016

Construction and service income 17,953 20,075 11.8% Total Revenue 18,624 21,159 13.6% Cost of construction and services 16,349 21,546 31.8% Gross profit 1,604 (1,471) -191.7% Selling and administrative expenses 554 419 -24.3% Interest expenses 13.5 23.0 70.6% Net Profit 1,396 (603) -143.2% Net Profit Exclude Minority Interest 1,381 (610) -144.2% Basic Earnings per Share (Baht) 0.91 (0.40) Gross Profit Margin 8.9% -7.3% Net Profit Margin 7.5% -2.8%

(Unit: Million Baht, except basic earnings per share expressed in Baht)

Balance Sheet 2016 2017 comparison of (Consolidated Financial Statement) 2017 and 2016

Cash and Current Investment 1,890 6,695 -254.3% Account Receivables 3,413 4,579 34.2% Unbilled Account Receivables 4,675 6,552 40.2% Current Assets 15,647 22,417 43.3% Total Assets 25,000 33,160 32.6% Financial Debts 748 1,224 63.6% ชั้น 27 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวิท 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

Account Payables 4,215 4,886 15.9% Advance Receipt from Construction Contract 3,909 11,584 196.4% Current Liabilities 13,699 22,907 67.2% Total Liabilities 14,415 23,705 64.4% Shareholders’ Equity 10,585 9,455 -10.7% Shareholders’ Equity (Exclude Minority Interest) 10,353 9,216 -11.0% Book Value / Share (Baht) 6.79 6.04 -11.0% Current Ratio 1.14 0.98 -14.3% Gross Gearing Ratio 0.071 0.129 83.2% Net Gearing Ratio (0.11) (0.58) -436.5% Total Debt to Equity Ratio 1.36 2.51 84.1%

 The comparison of company’s performance from 2013 to 2017

(Unit : Million Baht)

2013 2014 2015 2016 2017 Gross profit 9.5% 10.2% 9.0% 8.9% -7.3% Net profit 7.6% 7.0% 8.2% 7.5% -2.8% Shareholders’ Equity 7,777 8,549 9,508 10,585 9,455 Return on equity 22.4% 17.9% 16.2% 13.2% 6.38% Financial liabilities 298 261 234 748 1,225 Cash 8,663 5,565 2,065 1,890 6,695 Gross gearing 0.04% 0.03% 0.03% 0.07% 0.13% Net gearing -1.08% -0.62% -0.27 -0.11% 0.58%

President stated to the meeting that the Parliament Building project has contract value in amounting to 11,477 million baht and belongs to the Secretariat of the House of Representatives. Recently, the Company had been alleged for 2 subjects; 1) First alleged was the extension of construction period that had 3 times extended, normally, the construction period was 900 days but it had been extended to 1,482 days. For the fine of delaying work will be 13 million baht/day. 2) Second alleged was the Parliament together with the Company had been claimed by the authorized person in money laundering for a party.

President clarified those alleged cases as followed; ชั้น 27 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวิท 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

1) In case of the construction period extension caused by the project owner could not deliver construction area to the Company and the Parliament could not find a place to drop 1 million cubic meter of soil, such asset belongs to the Parliament and the Parliament must find the place to drop soil for the Company. 2) In case of downsizing parking area, is not true. The Company constructs aligned with the drawings as the Parliament defined. The Company did not change anything from the drawings. 3) In case of the Information Communication Technology-ICT for example: computer hardware, and monitor etc., the Company has no duty in this part. The main part of the construction of the Parliament Building project is only buildings, interior designs but the Company had been alleged that conspired with the Parliament in order to adjust a high contract prices.

The progression of the Parliament Building project was 100 percent finish for the outer structure and two sides of the buildings. The center and interior designs work will be finished soon and the Company shall operate the construction work with transparency.

The Company highly concerns to the anti-corruption policy by adjusted and amended it every year. In 2017, the Company adjusted a whistle blowing procedure and claiming procedure by adjusted the protection of the whistle blower and the claimer.

In case of the news that discredited to the Company, the Company has partly prosecuted by using the Computer-related Crime Act (No. 2) B.E. 2560 (2017) to related organization. Moreover, the Company shall claim loss from delayed construction work to the Secretariat of the House of Representatives onwards.

The Chairperson requested at the meeting to raise some questions.

Shareholder asked whether the Company is going to pay fined to the Secretariat of the House of Representatives or not, how much fined will it be, and who’s fault.

President clarified that the construction period had been extended by the project owner, so the project owner cannot fine the Company for delaying of construction. The main reason for delaying of the construction is that the Parliament could not find a place to drop 1 million cubic meter of soil.

Shareholder asked about the provision for loss of construction projects as stated in the annual report on page 262 in the item no. 21 that there was a provision for loss increasing during the year amounting to 2,973 million baht for what projects.

Mr. Woraphant Chontong-Director clarified that it was the Parliament Building project. The Company had a provision for loss of such construction project approximately 2,600 million baht and the Renovation of Phuket Airport approximately 300 million baht. The reason of the provision for loss came from delayed construction work, but the Renovation of Phuket Airport project had finished today (end of April).

The same shareholder asked further question that “the provision for loss” mean “loss” or not.

Mr. Woraphant Chontong-Director clarified that the provision for loss was a process of evaluating all expenses of the construction projects since the first day of construction to the end of construction period including the excess of contract value, which was loss of the project, and that will be collected as a provision for loss as a whole amount. The Company had booked already but cash flow will be gradually paid until end of the project.

The same shareholder requested the Audit Committee to answer his/her question. The shareholder refer to the Notice of the 24/2018 Annual General Meeting of Shareholders on page 15 in item no. 3 as stated that “the Parliament building project: the progress of construction is in the construction of 7th and 8th levels and it was expected to be done and ready to use in the late 2019.” Refer to the report, it was predicted in the opposite way because at the present this project had problems and does the other construction projects of the Company have risk or not.

Mr. Chamni Janchai, the Chairman of the Audit Committee, clarified that the Audit Committee was feeling hard to do the provision for loss of the construction projects because according to the charter, the Audit Committee should not intrude to the operation of the Management. The Audit Committee had asked for the necessary of the provision for loss of the construction projects to the Management and got the necessary of doing the provision for loss, therefore the Audit Committee was agreed to do the provision for loss of the construction projects in a whole amount of 2,900 million baht. Moreover, the Audit Committee asked the Management to review, adjust and develop working process in order to have more efficiency, especially solving problems timely. In the recent meeting of the Board of Directors, the Audit Committee asked Mr. Vallop Rungkijvorasathien-the Chairman of the Board of Executive Directors to supervise in details of the operation during this period. The loss came from the provision for loss of the construction projects.

Another shareholder asked that in case of the provision for loss of the Parliament Building project, the Company could have chance to claim or not.

Mr. Woraphant Chontong-Director clarified that we have to find the condition of the contract. Normally, when there was a loss in construction and in normally to the contract between the government sectors, such loss was not the fault of the contractor. The project owner shall extend the construction period but will not compensate loss by money. In case of delayed delivery of construction area for 200-300 days is normal and it could be accepted and so to the case of the Company. The Company requested the compensation to the project owner but was rejected, so we will consider prosecuting by law and we could not answer at the moment that the compensation will be paid or not.

The same shareholder had wondered why Phuket Airport project was delayed.

Mr. Pakpoom Srichamni, President, clarified that the project owner had extended the construction period caused by delayed delivery of the construction area, the Company’s scope of work was related to the terminal building by renovate the former terminal and the new terminal, such delayed delivery was the former terminal. The new terminal of Phuket International Airport has opened for 2 years ago, while the former terminal was under renovation and the project owner could not deliver the construction are to the Company by claiming that they had to use that area, so they could deliver only 50 percent of the construction area, therefore, the Company had to take more time to do this project.

The Chairperson gave his lawful opinion that every person must, in the exercise of his rights and in the performance of his obligations; act in bad faith must take responsibility. The delayed of the aforesaid project was caused by the project owner, so they have right to extend the construction period and right reserve for compensation, but if the delayed was caused by the contractors, they must pay the compensation to the project owner. In this case, governmental sector has more advantages than the contractors. However, the extension of construction project should not over 30 percent but in case of the Parliament Building project, there was 2 times extended. The parliament admitted that this was their own fault but they claimed that they had not to pay any compensation for the loss referring to the contract. By the way, the Company had already claimed to the Parliament by using the right and in the performance of his obligations; act in bad faith for the loss.

A shareholder asked that the Company had many active projects as shown in backlog, and then why doesn’t the Company operate other projects to compensate loss instead of operating the Parliament Building project, or does the Company have an ability to manage workload plans.

Mr. Pakpoom Srichamni, President, clarified that the Parliament Building project is one of the construction projects that the Company taking responsible, so the Company should operate every project to finish and on time delivery aligned with conditions stated in the contract.

A shareholder asked that in the last few years, the Company had revenue in amounting to 17,000-18,000 million baht, but in this year, the Company has 20,000 million baht as its revenue and the Company has high record on backlog, does it mean that the Company had been operated in full formed capacity or not.

President clarified that the capacity of the Company does not limit as the way of your thinking through the questions, but the Company’s capacity will align with the conditions of on time delivery to clients. The Company expects to deliver approximately 25,000 million baht in 2018 and deliver more at 30,000 million baht in the next year.

A shareholder expressed their anxiety on the MRT projects because the Company had faced the problems of the MRT Airport Rail Link, so he/she would like to ask for more carefully on operating the MRT projects as it shown in the backlog.

Mr. Vallop Rungkijvorasathien, the Chairman of the Board of Executive Directors, clarified that not all of MRT projects of the Company that faced problems like the Airport Rail Link project. The successfully MRT projects that highly achieve the margins are also have such as the Purple Line project and the Blue Line project etc.

Mr. Prayuth Phuaphatrakul, a shareholder, asked will the Company cancel the delayed projects.

Mr. Vallop Rungkijvorasathien, the Chairman of the Board of Executive Directors, clarified that the Company would like to cancel such delayed project but it could not be able to do that because the Company will be defaulted the contract and be claimed by the governmental sectors, so if the Company admit to default the contract, the Company will be disadvantaged for this case.

A shareholder asked that the unbilled receivables increased approximately 2,000 million baht, how does it happen.

Mr. Woraphant Chontong, Director, clarified that the construction where it has not be unbilled yet, such unbilled could be normally increased or decreased, and however, the increasing of unbilled receivables is acceptable and suits the Company’s business.

Mr. Prasert Srimanasuvarn, shareholder, asked that in case of delivery Drainage Tunnel from Nongbon to Chao Phraya river is delayed, is it the same situation as the Parliament Building project or not.

Mr. Pakpoom Srichamni, President, clarified that the Company had a lesson learned from both Phuket Airport project and the Parliament Building project in case of delayed delivering of construction area. If some projects shall be divided construction area into many parts, the Company shall work on the place that can be done first and try to operate aggressively by finding the best way to solve problems.

A shareholder asked that the Company has 50 percent of contract with the government sectors, how the Company manage the construction area delivery and how does the Company use the risk management for the case.

Mr. Pakpoom Srichamni, President, agreed with the shareholder for the risk management plan and admitted that to sign contract with the government sectors caused sustainable revenue and have a chance to receive on time payment than signing contract with private sectors, when the Company signed contract already, the Company shall receive cost of work and must try our best to operate, manage cost, and manage construction projects together with the progression of work.

A shareholder asked for the following questions; 1) In case of the provision for loss of the construction projects, how many percentage will be if deduct from the provision for loss of the construction projects. 2) In 2018, will the Company gain more profit, how much percentage will be and the anxiety towards labor cost, cost of construction equipment will obstruct or not.

Mr. Woraphant Chontong, Director, requested at the meeting to open the annual report 2017 on page 229 about Income statement in profit (loss) before income tax and clarified as followed; 1) If the Company does not do the provision for loss of the construction projects, the Company will absolutely have profit. 2) In 2018, the Company will have the profit or not, I would not like to answer.

A shareholder asked about trend of revenue in 2018.

Mr. Pakpoom Srichamni, President, clarified that revenue in 2018 has been forecasted at 25,000 million baht. The comparison of revenue in 2018 and 2017, there is going to be growth about 25-30 percent, but we should wait until the end of the first quarter.

A shareholder asked that the Company is going to have any plan for repurchasing stock since stock price was decreased.

Mr. Vallop Rungkijvorasathien, the Chairman of the Board of Executive Directors, clarified that we could not answer at the present but we will propose to the Board of Directors to consider about it. At the present, the Company has been invested in variety matter, so when the repurchasing stock could be done when the Company has more cash after operating business.

Chairman of the Audit Committee stated at the meeting that stock prices could be high or low that aligned with demand and supply. He also requested at the meeting to consider the financial statement of the Company, and found that the Company booked all item as it should be not making any account for misleading purposes. Actually, the provision for loss of the construction projects that had been made for more than 2,000 million baht in the fourth quarter can be separately done into 2-3 years but the Company chose to make it done in whole amount as a conservative way. The provision for loss of the construction projects will cause our first quarter in 2018 without the loss of Parliament Building project and let the Management operates other construction projects with full capacity. The Chairman of the Audit Committee also added his opinion upon the unbilled receivables to the meeting that the unbilled receivables approximately 6,500 million baht which was increased from 4,600 million baht caused by two types: firstly, the unbilled caused by the Company did not gather all related document to place the invoice to clients, and secondly, the Company has already gathered all related document and placed invoices to client but the client did not sign and accept invoices according to many reasons and other problems towards work delivery, unbilled receivables in other projects, therefore the Company has to follow this matter closely. Refer to the backlog that is high, so the collection of the money might have not been smooth but this is acceptable for operating this type of business. The Chairman of the Audit Committee believes that the situation of the Company shall be better. The Company had a lesson learned from the Airport Rail Link Project since 10 years ago, so the Company should learn how to develop and adapt such problems to prevent and solve problems in a new project. Management should concern with profit and loss of the construction project more than focusing on backlog.

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 2016 and Annual Report for the year 2016 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, 2017

The Chairperson addressed at the meeting that the Board of Directors completed the preparation and finalization of the financial statements as of December 31, 2017 according to general accepted accounting principles and the company’s auditor has duly audited the said financial statements; details of which appear in the financial statements chapter of the Company’s 2016 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, 2017 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 some questions. 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, 2017 by the following votes:

Approved 856,455,972 votes equivalent to 97.62% Disapproved 7,000 votes equivalent to 0.00% Abstained 20,861,643 votes equivalent to 2.38%

RESUMED: THAT the majority vote is 97.62% 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, 2017. (There were 1,160 shareholders and proxies representing 877,324,615 shares attended the meeting)

4. Consideration the declaration of the non-issuance of a dividend for the year 2017

The Chairperson requested that Mr. Pakpoom Srichamni, the President of the Company to propose at the meeting to consider of the declaration of dividend payment for the year 2017. The President informed at the meeting that according to the business operating results for the year 2017, The Company has incurred loss from its operations ended December 31, 2017 amounting to Baht 847,102,836 (Eight Hundred and Forty Seven Million One Hundred and Two Thousand Eight Hundred and Thirty-Six Baht Only), but no accumulated loss. The Company’s operations result for the year 2017 shows that the Company has incurred loss and the Company also needs to maintain the cash on hand for its future investment and to support its cash flow liquidity. Therefore, the Board is of the opinion that the Annual General Meeting of Shareholders should approve the non-issuance of any dividend for the year 2017 in order to comply with the Company’s Articles of Association and the Public Limited Companies Act B.E. 2535. For the reserve fund according to the Company’s Articles of Association, the Company reserved fund at least ten (10) percent of the Company’s registered capital already.

The Chairperson requested at the meeting to raise some questions.

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

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

RESOLVED: THAT the approval of the declaration of dividend payment for the year 2017. The resolution calculated as follows:

Approved 844,178,635 votes equivalent to 96.22 % Disapproved 431,457 votes equivalent to 0.05 % Abstained 32,715,529 votes equivalent to 3.73 %

RESUMED: THAT the majority vote is 96.22% of the total number of votes of the shareholders attending at the meeting and they voted approve for the approval of the non-issuance of dividends payment for the year 2017.

(There were 1,161 shareholders and proxies representing 877,325,615 shares attended the meeting)

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

The Chairperson requested Police General Jate Mongkolhutthi, the Chairman of the Nomination and Remuneration Committee/the member of Audit Committee propose to the meeting of the consideration of the appointment of directors in place of those retiring by rotation.

Police General Jate Mongkolhutthi, the Chairman of the Nomination and Remuneration Committee stated that he is one of the directors those who are retiring by rotation so that he asked Mr. Vallop Rungkijvorasathien, member of the Nomination and Remuneration Committee/Chairman of the Board of Executive Directors to propose to the meeting of consideration of the appointment of directors in place of those retiring by rotation. Mr. Vallop Rungkijvorasathien, member of the Nomination and Remuneration Committee/Executive Director stated that according to the Article 16 of the Company’s Articles of Association states that one-third of the 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 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 longest shall retire. The retiring directors shall be eligible to be re-appointed for another term.

The directors who have held office for the longest term and will retire by rotation at this 2018 Annual General Meeting of Shareholders are;

Name of Directors Type of Director proposed for reappointment (1) Professor Rawat Chamchalerm Chairman of the Board/Independent Director (2) Police General Jate Mongkolhutthi Chairman of the Nomination and Remuneration Committee/ Member of Audit Committee/Independent Director (3) Mr. Suchai Poopichayapongs Member of Audit Committee/Nomination and Remuneration Committee/Independent Director (4) Mrs. Anilrat Nitisaroj Director/Executive Director

Mr. Vallop Rungkijvorasathien stated that the Board of Directors placed importance on Principle of Good Corporate Governance. Therefore, the Board of Directors has presented the opportunity for shareholders to nominate the person who has the qualifications to take a position of the Company’s director in advance for the Annual General Meeting of Shareholders for the year 2017. This nomination shall be in line with the company’s principles of the nomination for the person who has the qualifications to take a position of the Company’s directors by shareholders, which have been posted on Company’s website from 11 November 2017 to 30 December 2017. There was no person had been nominated.

The Board of Directors had a consideration of the qualifications of the Company’s directors 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 the professions variety which can support the business operation of the Company and contribute in developing the Company, including the director previous overall performance.

The Board is of the opinion that the qualifications of the said four retiring directors are completely correspond to the Public Limited Companies Act B.E. 2535 and the said four retiring directors have capability and experiences in the related business activities of the Company which can support the business operation of the Company and contribute in developing the Company.

The Board of Directors agreed that the Annual General Meeting of Shareholders should reappoint four Directors those retiring by rotation and reappointed by voting for each Director.

In order 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.

Mr. Chaiyaporn Imcharoenkul requested at the meeting to ask if there is some questions according to this agenda and there was no question had been raised.

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

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 Professor Rawat Chamchalerm, Chairman of the Board/Independent Director for an additional term by the following votes: Approved 847,645,001 votes equivalent to 96.62 % Disapproved 10,433,157 votes equivalent to 1.19 % Abstained 19,247,457 votes equivalent to 2.19 %

(There were 1,161 shareholders and proxies representing 877,325,615 shares attended the meeting)

2. Approval of the re-appointment of Police General Jate Mongkolhutthi, Chairman of Nomination and Remuneration Committee/Audit Committee/Independent Director for an additional term by the following votes: ชั้น 27 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวิท 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

Approved 838,164,501 votes equivalent to 95.54 % Disapproved 19,892,800 votes equivalent to 2.27 % Abstained 19,268,314 votes equivalent to 2.20 %

(There were 1,161 shareholders and proxies representing 877,325,615 shares attended the meeting) 3. Approval of the re-appointment of Mr. Suchai Poopichayapongs Member of Audit Committee/Nomination and Remuneration Committee/Independent Director for an additional term by the following votes: Approved 842,580,001 votes equivalent to 96.04 % Disapproved 15,493,157 votes equivalent to 1.77 % Abstained 19,252,457 votes equivalent to 2.19 %

(There were 1,161 shareholders and proxies representing 877,325,615 shares attended the meeting) 4. Approval of the re-appointment of Mrs. Anilrat Nitisaroj Director/Executive Director for an additional term by the following votes: Approved 853,277,429 votes equivalent to 97.26 % Disapproved 4,795,857 votes equivalent to 0.55 % Abstained 19,252,329 votes equivalent to 2.19 %

(There were 1,161 shareholders and proxies representing 877,325,615 shares attended the meeting)

RESUMED: THAT the majority vote is 96.62%, 95.54%, 96.04% and 97.26% of the total number of votes of the shareholders attending at the meeting and they voted approve for the appointment of Directors in place of retiring by rotation. Reappoint the said four retiring directors as the Company's directors for an additional term and reappoint Professor Rawat Chamchalerm, Police General Jate Mongkolhutthi, Mr. Suchai Poopichayapongs, and Mrs. Anilrat Nitisaroj as the company’s Directors and as the type of Directors/Executive Directors for an additional term.

6. Consideration of fixing the Remuneration of Directors, the Audit Committee and Nomination and Remuneration Committee for 2018

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 2018.

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 2018 by not exceeding 7,000,000 Baht (Seven Million Baht Only) which is lower than the remuneration in last year and it can be categorized into Directors’ meeting fee and Annual Remuneration fee as follows:

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 500,000 Bht/year 2. The Chairman of the Audit Committee amounted to 500,000 Bht/year 3. The Chairman of the Nomination and amounted to 400,000 Bht/year Remuneration Committee 4. Each of the other Directors amounting to 300,000 Bht/year

The remuneration of the Company’s Directors was allocated to directors who held positions in management as well.

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 some questions.

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

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

RESOLVED: THAT the voting on Agenda 6; the remuneration of Directors, the Audit Committee and Nomination and Remuneration Committee for 2018 are resolved. The resolution calculated as follows:

Approved 854,653,554 votes equivalent to 97.41 % Disapproved 3,379,342 votes equivalent to 0.39 % Abstained 19,356,329 votes equivalent to 2.21 %

RESUMED: THAT the majority vote is 97.41% 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 for 2018 accorded as the Chairman of the Nomination and Remuneration Committee proposed.

(There were 1,170 shareholders and proxies representing 877,389,225 shares attended the meeting)

The representative of Thai Investors Association has some questions for Pol.Gen. Jate Mongkolhutthi, Chairman of the Nomination and Remuneration Committee as followed;

1. Independent Director who responsible as a director in many years could be independent as it should be. 2. The company has set policy towards years of being an independent director or not.

Police General Jate Mongkolhutthi, Chairman of the Nomination and Remuneration Committee answered as followed;

1. The independency of Directors is not up to years that Directors are in their positions. It’s up to them individually, Directors who are in the position for more than 9 years had dedicated themselves to the Company and tried their best in supervising and monitoring the operation of Management in order to sustain and developed. In addition, it is hard to find other person or nominate someone whom will understand and loyal to the Company and sometimes there is a confidential information that could not be public to others because if it is revealed to the public, the Company would have been disadvantaged.

2. The Board of Directors had been discussed with this matter but there is no clarity of the independency, so the company does not have a policy towards years of being an independent director.

7. Consideration and approval the appointment of the Company's Auditor and to fix the Auditor's remuneration for 2018

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 2018.

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 2018 as followed; 1. Baht 300,000 (Three Hundred Thousand Baht only) for each quarterly review, totaling Baht 900,000 (Nine Hundred Thousand Baht only). 2. Baht 1,400,000 (One Million Four Hundred Thousand Baht only) for annual audit. 3. Non-Audit Fee -None-

Total remuneration for quarterly reviews and annual audit amounting to Baht 2,300,000 (Two Million Three Hundred Thousand Baht only), which is 12.20% increase from the remuneration of auditors for the year 2017.

The Chairperson stated that the increasing of the remuneration came from the increasing transactions of the Company and the auditors has wide range of scope of work in concordance with new standards and general accepted accounting principle as well.

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

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

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 2018 are resolved. The resolution calculated as follows:

Approved 852,059,939 votes equivalent to 97.11 % Disapproved 6,089,557 votes equivalent to 0.69 % Abstained 19,239,729 votes equivalent to 2.19 %

RESUMED: THAT the majority vote is 97.11% 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 2018 with the auditor’s remuneration of Baht 2,300,000 (Two Million Three Hundred Thousand Baht only).

(There were 1,170 shareholders and proxies representing 877,389,225 shares attended the meeting)

8. To consider and approve the amendment of Article 31 of the Company’s Articles of Association

The Chairperson stated at the meeting that pursuant to the Order of the Head of the National Council for Peace and Order No. 21/2560 Re: Additional Amendment to the Law for Business Facilitation, Section 100 of the Public Limited Companies Act B.E. 2535 (1992) was amended according to the enclosure no. 5.

Mr. Chaiyaporn Imcharoenkul, as a shareholder and a proxy holder, proposed at the meeting to amend the Article 31 of the Company’s Articles of Association as followed;

“(3) The Board of Directors may summon an extraordinary meeting of shareholders whenever the board deems fit.”

New Article 31. (1) The Board of Directors shall arrange for an annual ordinary meeting of shareholders within four (4) months from the last day of the fiscal year of the Company. (2) All other general meeting are called “extraordinary meetings”. (3) The Board of Directors may summon an extraordinary meeting of shareholders whenever the board deems fit. (4) One or more shareholders holding shares amounting to not less than ten (10) percent of the total number of shares sold may submit a written request to the Board of Directors to for call an extraordinary meeting at any time, but the subjects and reasons for calling such meeting shall be clearly stated in such request. In this regard, the Board of Directors shall proceed to call a meeting of shareholders to be held within forty-five (45) days as from the date of receipt of such request from the shareholders. In case the Board of Directors does not hold the meeting within the period as prescribed under paragraph one, the shareholders who subscribe their names or other shareholders holding the number of shares as required may call such meeting within forty-five (45) days from the completion of such period, In this regard, the meeting shall be considered as a shareholders’ meeting called by the Board of Directors. The Company shall be responsible for all necessary expenses arising from such meeting and provide reasonable facilitation. In case the quorum of the shareholders’ meeting called by the shareholders as prescribed under paragraph two is not formed according to Article 33, the shareholders as prescribed under paragraph two shall be collectively responsible to the Company for all expenses arising from such meeting.

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

RESOLVED: THAT the vote on Agenda 8; the amendment of Article 31 of the Company’s Articles of Association are resolved. The resolution calculated as follows:

Approved 857,720,039 votes equivalent to 97.76 % Disapproved 415,857 votes equivalent to 0.05 % Abstained 19,253,329 votes equivalent to 2.19 %

RESUMED: THAT the majority vote is 97.76% of the total number of votes of the shareholders attending at the meeting and they voted approve for the amendment of Article 31 of the Company’s Articles of Association as proposed. (There were 1,170 shareholders and proxies representing 877,389,225 shares attended the meeting)

9. 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 11 September 2017 to 30 December 2017, and there was no agenda 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 some questions or give some opinions.

A shareholder had raised questions and gave suggestions to the meeting as followed; 1. Due to the lost towards the parliament building project, I would like to ask the Legal department of the Company to claim. 2. I would like to ask the Board of Directors to consider about re-purchasing stock. 3. I wondering that the Company has defined duties of following the stock price at market price or not because the price has always decreased when the market closed. (No need a response).

Mr. Pakpoom Srichamni, President clarified as followed; 1. The Company is gathering all related document align with evidence to claim for parliament building project. 2. The Company will propose the re-purchasing stock to the Board of Directors.

There was no other business, the Chairperson thanked all attending shareholders and closed the meeting. The meeting adjourned at 16.30 hours.

There was no other business, the Chairperson thanked all attending shareholders and closed the meeting. The meeting adjourned at 16.00 hours.

(signed) Signed (Professor Rawat Chamchalerm) Chairperson of the Meeting

(signed) Signed (Mrs. Nipa Pakdeechanuan) Secretary to the Meeting

39 Enclosure No. 3

Biographies of the persons proposed for appointment as directors of the Company to replace the retiring directors

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.

The person who is selected to nominate at the meeting has been considered by the Nomination and Remuneration Committee. There is no qualified person who was proposed by the company’s shareholders to be elected as the company’s director at the meeting. There are 3 persons who have been proposed to be elected that the Board of Directors shall propose for the re-appointment as directors of the company to replace retiring directors, and those are independent directors whom can express any opinion freely according to related regulations.

The Nomination and Remuneration Committee advised that this year Mr. Chamni Janchai who had been proposed for another term of being an Independent Director and Chairman of the Audit Committee, so he had been responsible in the position for more than 9 years, but the Nomination and Remuneration Committee had its opinion that Mr. Chamni Janchai has well educated including his expertise in finance and accounting and also the experiences in high level of being an auditor. In addition, Mr. Chamni Janchai had the proper acting in a role of Chairman of the Audit Committee and it is grateful for the Company, therefore, if he has been electing to be an Independent Director and the Chairman of the Audit Committee for another term, he will be more supported to the Company than nominated other person.

The details of nominated directors in 2019 as followed; Name of Directors Type of Director proposed for reappointment 1. Mr. Chamni Janchai Independent Director/Chairman of the Audit Committee 2. General Surapan Poomkaew Director 3. Mr. Chaiyong Satjipanon Independent Director

The Definition of Independent Director “Independent director” of the Company is a person whose qualifications meet the requirements of the Securities and Exchange Commission No.SEC.Gor.(Vor.) 32/2008 on the improvement of Qualification, Duties, and Responsibilities on independent directors and members of the Audit Committee, as follows: 1. Holding shares no more than 1% of the total voting shares of the Company, its parent company, its subsidiaries, its associated companies, or a related juristic entity with potential conflicts, including of shares held by related persons . 2. Not being an executive director , an employee, or a company consultant who receives a regular salary or a controlling person of the Company, its parent company, its subsidiaries, its associated companies, its same- level subsidiaries , or a related juristic entity with potential conflicts (at present or 2 years before the appointment). 3. Not being a person who has a blood or a legal relationship of a parent, spouse, sibling, and child including a child’ spouse, to any executive management, major shareholder, a controlling person, or a person whom has been proposed to be an executive management or a controlling person of the Company or its subsidiaries. 4. Not having a business relationship and not being a professional service provider according to the requirements of the Office of Securities and Exchange Commission No.SEC.Gor.(Vor.) 32/2008 on the improvement of Qualification, Duties, and Responsibilities on independent directors and members of the Audit Committee. 5. Not being a director who has been appointing as the representative of the Company’s director, major shareholder, or shareholder who is related to a major shareholder of the Company. 6. Not having any other characteristics that may potentially prevent from giving independent opinions. 7. An independent director, with qualification under Clauses 1- 6, may be assigned by the Board of Directors to make the collective decisions on the operation of the Company, its parent company, its subsidiaries, its associated companies, its same-level subsidiaries3, or a related juristic entity with potential conflicts

The definition of Independent Director that defined by the company is more strictly than the definition of Independent Director that defined by Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).

Biography of Directors

1. Mr. Chamni Janchai

Chairman of the Audit Committee Independent Director Shareholding in the Company: None Age 62 years Appointed date as a Director: April 21, 1999 Number of term : 7 terms Number of years while acting as positioned : 21 years (18+3) (during board member including years after elected) Education:  Graduate Diploma in Management of Public Economy, King Prajadhipok’s Institute  MBA, Thammasat University  B. Account, Thamasat University

Experience:  Chairman of Executive Committee, BMP Energy PCL.  Chairman of the Board, Max Metal Corporation PCL.  Director, CJM Consult Co, Ltd.  Director, CJ Morgan Co, Ltd.

Other position in listed company in SET:  Committee, STP & I PCL.  Independent Director and Audit Committee, RPCG PCL.  Committee, BMP Energy PCL.

Other positions in non-listed companies: None  Committee, Chumphon Biofuel Co, Ltd.  Committee, Betong Biofuel Co, Ltd.  Committee, Betong Green Power Co, Ltd.

Completed programs by Thai Institute of Directors (IOD):  2004 – Director Accreditation Program Class No. 30  2009 – Role of the Chairman Program Class No. 21

Meeting attendance:  Annual General Meeting of Shareholders 2018: 1/1  Board of Directors’ Meetings in 2018: 5/5  Audit Committee Meetings in 2018: 5/5

Family relationship: None Conflicts towards the proposed Agenda of AGM: None Forbidden Qualifications:  Never been dismissed or removed from government service, a government organization or a government agency in punishment for dishonesty in performing his duties.  Never be partners or shareholders of a juristic person operating a business which has the same nature as and engages in competition with the business of the Company.

Additional information to consider for Independent Director election (Having the following interests in the Company, parent company, subsidiaries, affiliates or any legal entities that have conflicts, at present or in the past 2 years) 1. Being a director that take part in managing day-to-day operation, or being an employee, or advisor who receive a regular salary or fee – No 2. Being a professional service provider (i.e. auditor, lawyer) – No 3. Having the significant business relations that may affect the ability to perform independently – None

2. General Surapan Poomkaew Director Shareholding in the Company: None Age 71 years Appointed date as a Director: April 22, 2014 Number of term : 2 terms Number of years while acting as positioned : 8 years (5+3) (during board member including years after elected) Education:  Capital Market Academy Leadership Program (CMA9), Capital Market Academy  Doctor of Philosophy in Public Administration, Ramkhamhaeng University  Master Degree in Public Administration (First Honor), The National Institute of Development Administration (NIDA)  Bachelor of Science, Chulachomklao Royal Military Academy

Experience:  Defense Inspector General Other position in listed company in SET:  Director, National Power Supply Plc.  Chairman of the Audit Committee, TWZ Corporation Plc. Other positions in non-listed companies: None Completed programs by Thai Institute of Directors (IOD):  2010 – Director Accreditation Program Class No. 84 Meeting attendance:  Annual General Meeting of Shareholders 2018: 1/1  Board of Directors’ Meeting in 2018: 5/5 Family relationship: None Conflicts towards the proposed Agenda of AGM: None Forbidden Qualifications:  Never been dismissed or removed from government service, a government organization or a government agency in punishment for dishonesty in performing his duties.  Never be partners or shareholders of a juristic person operating a business which has the same nature as and engages in competition with the business of the Company. Additional information to consider for Independent Director election (Having the following interests in the Company, parent company, subsidiaries, affiliates or any legal entities that have conflicts, at present or in the past 2 years) 1. Being a director that take part in managing day-to-day operation, or being an employee, or advisor who receive a regular salary or fee – No 2. Being a professional service provider (i.e. auditor, lawyer) – No 3. Having the significant business relations that may affect the ability to perform independently – None

3. Mr. Chaiyong Satjipanon Independent Director Shareholding in the Company: None Age 64 years Appointed date as a Director: April 22, 2014 Number of term : 2 terms Number of years while acting as positioned : 8 years (5+3) (during board member including years after elected)

Education:  Diploma of Leadership development program, IMD, Switzerland  Diploma of Senior Executive Fellows program, Havard Kenedy School  Doctor of Philosophy, The Fletcher School of Law and Diplomacy, Tufts University, U.S.A.  Master of Arts in Law and Diplomacy, The Fletcher School of Law and Diplomacy, Tufts University, U.S.A. (Fulbright-Purify Scholarship)  Bachelor of Arts (Honors), Faculty of Political Science, Chulalongkorn University

Experience:  Ambassador Extraordinary and Plenipotentiary of Thailand to the U.S.A.  Ambassador Extraordinary and Plenipotentiary of Thailand to the Republic of Korea  Ambassador Extraordinary and Plenipotentiary of Thailand to Swiss Confederation, Liechtenstein and the Holy See Other position in listed company in SET:  Director and Chairman of the Corporate Governance Committee & Risk Management Committee, Bliss-Tel Plc.  Director and Chairman of Risk Management Committee, G Capital Plc.  Director and Chairman of Risk Management Committee, Pacific Pipe Plc. Other positions in non-listed companies: None Completed programs by Thai Institute of Directors (IOD):  2014 – Director Accreditation Program Class No. 112  2015 – Directors Certification Program Class No. 212  2015 – Risk Management Committee Program Class No. 6  2017 – Financial Statements for Directors Program Class No. 32 Meeting attendance:  Annual General Meeting of Shareholders 2018: 1/1  Board of Directors’ Meeting in 2018: 5/5 Family relationship: None Conflicts towards the proposed Agenda of AGM: None Forbidden Qualifications:  Never been dismissed or removed from government service, a government organization or a government agency in punishment for dishonesty in performing his duties.

 Never be partners or shareholders of a juristic person operating a business which has the same nature as and engages in competition with the business of the Company. Additional information to consider for Independent Director election (Having the following interests in the Company, parent company, subsidiaries, affiliates or any legal entities that have conflicts, at present or in the past 2 years) 1. Being a director that take part in managing day-to-day operation, or being an employee, or advisor who receive a regular salary or fee – No 2. Being a professional service provider (i.e. auditor, lawyer) – No 3. Having the significant business relations that may affect the ability to perform independently – None

Biographies of Audit Committee members and Independent Director acting as proxies for shareholders at the shareholders meeting

1. Police General Jate Mongkolhutthi Independent Director Member of the Audit Committee Chairman of the Nomination and Remuneration Committee Shareholding in the company: None Age 63 years Appointed date as a Director: April 21st, 1999 Education:  Entrepreneurship and Business Skill Class No. 7, NIDA  Police Management for Top Executives Class No. 16, Police College  Justice Management for Top Executives Class No. 6, Office of the Attorney General  Certificate of The National Defence College Class No. 45  LL.M., Chulalongkorn University  LL.B., Ramkhamhaeng University Experience:  Director of the Information Office for the governmental Office  Advisory to the Board of Directors, National Credit Bureau Other position in listed company in SET:  Independent Director and a Member of the Audit Committee, STP & I Plc.  Independent Director and Member of the Audit Committee, Southeast Insurance Plc.  Independent Director and Member of the Audit Committee, Southeast Life Plc.  Independent Director and Member of the Audit Committee, Lease It Plc. Other positions in non-listed companies:  Board of Directors, Prestige Hotel Management Co., Ltd.

Completed programs by Thai Institute of Directors (IOD):  2004 – Director Accreditation Program Class No. 8  2006 – Audit Committee Program Class No. 14  2006 – Finance for Non-Finance Director Class No. 30  2009 – Director Certificate Program Class No. 117

Meeting attendance:  Annual General Meeting of Shareholders in 2018: 1/1  Board of Directors’ Meeting in 2018: 5/5  Audit Committee Meeting in 2018: 5/5  Nomination and Remuneration Committee Meeting in 2018: 2/2 Conflict of interest through proposes agenda to the AGM:  No conflict of interest with any agenda to the AGM

2. Mr. Thanathip Vidhayasirinun Independent Director Shareholding in The Company: 12,857 shares or 0.00% Age 52 years Appointed date as a Director: February 28, 2001 Education:  Top Executive Program in Commerce and Trade (TEPCOT 6), Commerce Academy  Energy Literacy Class No. 4, Thailand Energy Academy  Training Course on Capital Market for Executives Class No. 15, Capital Market Academy  Institute of Business and Industrial Development (IBID 2)  MBA Finance, Cornell University – U.S.A.  M.S. Electrical Engineering, Cornell University – U.S.A.  Bachelor of Science, Electrical Engineering, Computer Engineering, Industrial Management, Carnegie Institute of Technology, Carnegie Mellon University, USA Experience:  Managing Director, Sage Capital Co., Ltd.  Executive Director, Forest Industry Organization Other position in listed company in SET:  Independent Director and a Member of the Audit Committee, Thai Paiboon Public Company Limited Other positions in non-listed companies:  Director, Alliance of International Corporate Advisors  Independent Director and a Member of the Audit Committee, TIH Investment Management Pte. Ltd. Completed programs by Thai Institute of Directors (IOD):  2001 – Director Certificate Program Class No. 7

Meeting attendance:  Annual General Meeting of Shareholders in 2018: 1/1  Board of Directors’ Meeting in 2018: 5/5 Conflict of interest through proposes agenda to the AGM:  No conflict of interest with any agenda to the AGM

Annual report 2018 request form (Please present this form on the day of AGM)

Name – Surname ______

Company ______

Shareholder’s Number ______

Address ______

No. ______Moo ______Soi ______Road ______

Tumbol/Kwaeng ______Amphur/Khet ______

Province ______Country ______

Postal Code ______

Telephone ______Facsimile ______

Cell Phone ______

Signature ______Date ______/ ______/ ______

Please do not hesitate to contact Ms. Sajee Dhavie (Company Secretary Office) at (+66) 0-2610-4900 Ext. 1992 Facsimile: 0-2259-4427

50 Enclosure No. 7

Guidelines and Practice for attending the Shareholders Meeting of the Shareholders and Granting of Proxy

Evidences proving the right to attend the Meeting

1. Attendance in person 1.1 A Thai individual shareholder shall present his/her identification card or official identification card. 1.2 A foreign individual shareholder shall present his/her Alien Certificate or passport. 1.3 A juristic shareholder registered in Thailand:

a. A copy of a current Affidavit of juristic person issued by the Department of Business Development and certified by the authorized director(s) of such juristic person who is attending the meeting. b. A certified copy of identification card of the authorized director(s) as mentioned in item (a) above (or passport if such director(s) is a foreigner). 1.4 A juristic shareholder registered overseas: a. An original Affidavit showing the names of authorized director(s) and the powers of directors issued by the relevant government agencies and notarized by a notary public. b. A certified copy of the passport of the authorized director(s) who is attending the meeting.

2. Attendance by a proxy-holder 2.1 A Thai individual shareholder: a. A proxy which is fully completed. b. A certified copy of the identification card of the appointer. c. A certified copy of the identification card of the appointee.

2.2 A foreign individual shareholder: a. A proxy which is fully completed. b. A certified copy of alien certificate or passport of the appointer. c. A certified copy of the identification card of the appointee (or passport if the appointee is a foreigner).

2.3 A juristic shareholder registered in Thailand: a. A proxy which is fully completed. b. A copy of a current Affidavit of a juristic person issued by the Department of Business Development and certified by the authorized director(s) of such juristic person who signs the proxy. c. A certified copy of the identification card of the authorized director(s) who signs the proxy (or passport if such director(s) is a foreigner).

d.A certified copy of the identification card of the appointee (or passport if the appointee is a foreigner).

2.4 A juristic shareholder registered overseas: a. A proxy which is fully completed. b. An original Affidavit showing the names of authorized directors and the powers of directors issued by the relevant government agencies and notarized by a notary public. c. A certified copy of passport of the authorized director(s) who signs the proxy. d. A certified copy of the identification card of the appointee (or passport if the appointee is a foreigner).

Registration

The registration for the attendance at the Meeting shall begin at least two hours prior to the meeting, or at 12.00 hours onwards.

The Company’s Articles of Association Concerning the Shareholders Meeting Chapter 4 Board of Directors

Article 15. The election of board of directors shall be in accordance with the rules and procedures as follows: (1) Each shareholder shall have one vote on each share. (2) Election of directors may be carried out on either an individual basis or en bloc basis as the meeting deem appropriate. In voting, either on an individual or en bloc basis, a shareholder shall so vote in accordance with the number of votes each shareholder has under (1) and the said shareholder may not allot any number of his votes to any person. (3) The person obtaining the highest and higher votes, respectively shall be elected as directors equal to the number of directors required or ought to be elected at such a meeting. In the event that persons receiving votes in respective orders receive equal votes and the number of directors exceeds the positions required or ought to be, the Chairman of the meeting shall have a casting vote. In the case of tie votes, the last person shall be decided by the casting vote of the chairman of the meeting.

Chapter 5 General Meeting Article 30. The general meetings of the Company shall be held at the registered office of the Company or at such other place as the directors may decide and indicated in the notice for the meeting. Article 31. (1) The Board of Directors shall arrange for an annual ordinary meeting of shareholders within four (4) months from the last day of the fiscal year of the Company. (2) All other general meeting are called “extraordinary meetings”. (3) The Board of Directors may summon an extraordinary meeting of shareholders whenever the board deems fit. (4) One or more shareholders holding shares amounting to not less than ten (10) percent of the total number of shares sold may submit a written request to the Board of Directors to for call an extraordinary meeting at any time, but the subjects and reasons for calling such meeting shall be clearly stated in such request. In this regard, the Board of Directors shall proceed to call a meeting of shareholders to be held within forty-five (45) days as from the date of receipt of such request from the shareholders. In case the Board of Directors does not hold the meeting within the period as prescribed under paragraph one, the shareholders who subscribe their names or other shareholders holding the number of shares as required may call such meeting within forty-five (45) days from the completion of such

period, In this regard, the meeting shall be considered as a shareholders’ meeting called by the Board of Directors. The Company shall be responsible for all necessary expenses arising from such meeting and provide reasonable facilitation. In case the quorum of the shareholders’ meeting called by the shareholders as prescribed under paragraph two is not formed according to Article 33, the shareholders as prescribed under paragraph two shall be collectively responsible to the Company for all expenses arising from such meeting.

Article 32. In summoning a meeting of shareholders, whether ordinary or extraordinary, the board of directors shall deliver to shareholders and the Registrar notice of the meeting specifying the place, time, date, agenda of the meeting and other business to be transacted at the meeting together with sufficient details, stating clearly whether they are for acknowledgment, for approval or for consideration and including the opinion of the Board of Directors on the said matters, not less than seven (7) days before the date of the meeting. Besides, the notice of the meeting shall also be published three (3) consecutive days in a newspaper with the last publication appearing not less than three (3) days prior to the date of meeting. Article 33. The meeting of shareholders 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 issued to constitute a quorum. Article 34. (1) If at any meeting of shareholders, after one hour from the time fixed for the meeting a quorum if not constituted, and if such meeting of shareholders was requested by the shareholders, such meeting shall be cancelled. If such meeting of shareholders was not called by the shareholders, the meeting shall be adjourned to a new date to be notified in writing to every shareholder by whose name appears in the Share Register within seven (7) days and to such adjourned meeting any number of shareholder actually present shall constitute a quorum. (2) A notice of an adjourned meeting shall specify the agenda and no business shall be transacted or resolution passed at an adjourned meeting in respect of any matter not specified in the notice. Article 35. 1) At a meeting of shareholders, a shareholder may appoint any other person who is become his/her legal age by a proxy to appear and vote or his behalf. The proxy form must be dated and signed by the principal in the form prescribed by the Registrar, which contains at least the following:

(1) number of shares hold by the principal: (2) name of the proxy; (3) serial number of the meeting which the proxy is authorized to attend and vote.

2) The instrument appointing the proxy must be deposited with the Chairperson or other person designated by the Chairman of the Board at that meeting before the proxy attends the meeting. If the shareholder is a juristic person, satisfactory evidences as to the authorized signature(s) of said juristic person must also be deposited with the Chairperson together with the instrument appointing the proxy. 3) In the event the proxy appointed who is or is not a shareholder receives more than one (1) appointment as proxy, he shall be entitled to cast as many votes as the number of appointments he holds in addition to his personal vote if he is a shareholder. Article 36. (1) The Chairman of the Board of Directors shall preside over the meeting of shareholder. In the event the chairman is absent or unable to perform the duty, the vice-chairman shall act as the chairman of the meeting. If a vice-chairman does not exist or exists but he is unable to perform the duty, the shareholders who attended at the meeting shall elect a shareholder to act as chairman. (2) In the case of tied vote, the chairman of a meeting shall be entitled to a casting vote. Article 37. The Chairperson may postpone a general meeting with the consent of the meeting. However, in the succeeding meeting no other business may be discussed or transacted except that business pending from the previous meeting. The Board of Directors shall send notice of the meeting specify the place, date, time, and agenda of the meeting to the shareholders not less than seven (7) days before the date of the meeting. Publication of summoning the meeting shall also be made in a newspaper for three (3) consecutive days with the last publication appearing no less than three (3) days prior to the date of the meeting. Article 38. The resolution of the meeting of shareholders shall be supported by the following votes: (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 chairman of the meeting shall be entitled to cast a vote. (2) In the following cases, by a vote of not less than three-fourths (3/4) of the total number of shareholders present at the meeting and entitled to vote:

(a) The sale or transfer of whole or essential parts of business of the Company to other persons. (b) The purchase or acceptance of transfer of businesses of other companies or private companies to the Company. (c) Entering into, amending or terminating the contract relating to the leasing out of business of the Company in whole or in essential parts; the assignment to anyone else to manage the businesses of the Company or the amalgamation of the businesses with other persons with an objective to share profit and loss. (d) Amendment of the memorandum of association of articles of association. (e) Increase or reduction of the capital of the Company or the issuance of debentures. (f) To control or abolish the Company.

Submission of Questions for the Annual General Meeting (AGM) 2019 in Advance

The company has realized the significance of the rights and equitable treatment of shareholders as well as to promote the good corporate governance practices; the company provides the opportunities for shareholders to submit questions in advance regarding the AGM 2019 agenda or any significance business issue of the company. The details are as follows: 1. The qualification of Shareholders to submit questions for AGM 2019 in advance The shareholders who wish to submit questions for AGM 2019 in advance must be entitled to attend and exercise his/her voting rights in Annual General Meeting 2019 when the company sets the Record Date to determine the right of shareholders to attend the shareholders meeting, and complies the list of shareholders eligible to attend the shareholders’ meeting, in accordance with section 225 of the Securities and Exchange Act B.E. 2535, by share register book closing system. 2. Criteria of the submission of questions for the AGM 2019 in Advance 2.1 The matters of questions 2.1.1 Must be related to the AGM 2019 agenda. 2.1.2 Must be significant information of the company. 2.2 Channels for Submission 2.2.1 All qualified shareholders are able to submit their questions in advance by filling in the Submission of Questions for the AGM 2019 in advance form and send to the company through any of following channels:  Email : [email protected]  Mail : Corporate Secretary ( Submission of Questions for AGM 2019) Sino-Thai Engineering & Construction Public Company Limited 29th Floor, Sino-Thai Tower, 32/59 Asoke Road, Klongtoey-Nua, Wattana, Bangkok 10110  Fax : 0-2259-4427 2.2.2 All qualified shareholders must submit the Submission of Questions for the AGM 2019 in advance form March 15th – March 29th, 2019 2.3 Consideration procedure 2.3.1 All submitted questions will be considered by Corporate Secretary and propose them to the Board of Directors, the explanation will be provided on the date of the AGM. 2.3.2 If the submitted questions do not comply with criteria 2.1 and 2.2, the company will regard such shareholders have not exercised their right to submit the questions in advance.

ชั้น 29-30 ซิโน-ไทย ทาวเวอร์ 32/59-60 ถนนสุขุมวิท 21 กรุงเทพ 10110 29-30TH FL., SINO-THAI TOWER, 32/59-60 SUKHUMVIT 21 RD., BANGKOK 10110 THAILAND www.stecon.co.th TEL: 0 2610 4900 FAX: 0 2260 1339 56

Submission of Questions for the AGM 2019 Form

Dear Sir,

I, ( Mr. / Mrs. / Ms. / Others ) ...... Address : ...... Telephone : …………………………. Fax :……………………….. E-mail : …….……………………... as a shareholder of Sino-Thai Engineering and Construction Public Company Limited, hold a total of ...... shares , Registration Number : ......

I wish to submit questions for Annual General Meeting 2019 in advance as followed: ......

Remark: Shareholder can submit the questions for the AGM 2019 in advance from March 15th – March 29th, 2019 via E-Mail : [email protected] ; Fax : 0-2259-4427 or mail to Corporate Secretary ,Sino-Thai Engineering & Construction Public Company Limited, 26th Floor, Sino-Thai Tower, 32/59 Asoke Road, Klongtoey-Nua, Wattana, Bangkok 10110 .

Sermit Tower SWU Phasanmit Plaza

Fumura Hotel Federation of Accounting Grand Millennium Hotel

Siam Society

Sukhumvit MRT Station

Asoke BTS Station

Go to Pleon Jit Asoke Sukhumvit Rd. Go to Bang-Na

MAP FOR STECON Queen Sirikit Center Sino-Thai Engineering & Construction Public Company Limited.

39/59-60 Sino-Thai Tower, 20 th , 25 th , 29 th -30 th Fl., Asoke Road (Sukhumvit 21), Klongteoy-nua, Wattana, Bangkok 10110, Thailand

Tel: 66 2 02-260-1321-32, 02-259-7171-8(Operator), Fax: 662 02-259-2930