- Translation - No. GL56/06 10 April 2013 To: Shareholders of Grand Canal Land Public Company Limited Enclosures: 1. Copy of the Minutes of the Annual General Shareholders’ Meeting for 2012 (Supplementary Document for Agenda 1) 2. Annual Report and Financial Statements for the fiscal year ending 31 December 2012 (Supplementary Document for Agenda 2 and 3) 3. Summary of details of the Warrants to purchase the Company’s ordinary shares No. 2 and its effects on shareholders (Supplementary Document for Agenda 5) 4. Capital increase form (Supplementary Document for Agenda 6) 5. Details of the Company’s directors who will retire by rotation and have been proposed to be re-elected for another term and the definition of ‘Independent Director’ (Supplementary Document for Agenda 9) 6. Information Memorandum regarding the acquisition of assets and entering into a connected person transaction, resulting from the purchase of ordinary shares in BBTV Marketing Co., Ltd and the purchase of land from CKS Holding Co., Ltd by BBTV Marketing Co., Ltd (Supplementary Document for Agenda 12) 7. Information about Grand Canal Land Public Company Limited (Supplementary Document for Agenda 12) 8. Independent financial advisor’s opinion on the acquisition of assets and the connected person transaction (Supplementary Document for Agenda 12) 9. Explanation on Authorization to Proxy and Meeting Registration 10. The Company’s Articles of Association (only Articles which are relevant to Shareholders’ Meeting) 11. Map of the venue for the Annual General Shareholders’ Meeting for 2013 12. Proxy Form B - 1 - - Translation - Subject: Invitation to Attend the Annual General Shareholders’ Meeting for 2013 We refer to the Board of Directors of Grand Canal Land Public Company Limited obtained a resolution to convene the Annual General Shareholders’ Meeting on Thursday, 25 April 2013 at 14.00 hours, at the Ballroom, Sofitel So Bangkok, No. 2 North Sathorn Road, Bangrak District, Bangkok, to consider the following agendas: Agenda 1 To consider approving the Minutes of the Annual General Shareholders’ Meeting for 2012 held on 26 April 2012 Facts and reasoning: The Annual General Shareholders’ Meeting for 2012 was held on 26 April 2012, with details as appearing in Enclosure 1. Board of Director’s Opinion: The Board of Directors found it appropriate for the Shareholders’ Meeting to approve the Minutes of the Annual General Shareholders’ Meeting for 2012, which the Board of Directors deems is an accurate record of the Meeting. Agenda 2 To acknowledge the Board of Directors’ Annual Report Facts and reasoning: A report of the Company’s performance, including other information relevant to the Company for 2012 is contained in the Annual Report, which has been enclosed with this invitation. Opinion of the Board of Directors: The Board of Directors found it appropriate to report the Company’s performance and other information relevant to the Company for 2012, to Shareholders’ Meeting for acknowledgement. Agenda 3 To consider approving the Company’s balance sheet and income statement for 2012, for the fiscal period ending 31 December 2012 Facts and reasoning: The Company’s balance sheet and income statement for the fiscal year ending 31 December 2012, which has been approved by the Audit Committee and audited and certified by the Company’s auditor, is contained in the Annual Report which has been enclosed with this invitation. Opinion of the Board of Directors: The Board of Directors found it appropriate for the Shareholders’ Meeting to approve the Company’s balance sheet and income statement for the fiscal period ending 31 December 2012 which has been approved by the Audit Committee and audited and certified by the Company’s auditor. - 2 - - Translation - Agenda 4 To consider approving the allocation of profits for the performance in 2012 and the non- distribution of dividends Facts and reasoning Legal Reserve Pursuant to Section 116 of the Public Companies Act B.E. 2535 and Article 37 of the Company’s Articles of Association, the Company must allocate a portion of its yearly net profits as its legal reserve. The legal reserve must be allocated in an amount no less than 5 percent of its net profits for that year less accumulated losses (if any), until the total legal reserve in no less than 10 percent of the Company’s registered capital. Non-distribution of dividends The Company’s policy is to distribute dividends at a rate of approximately no less than approximately 50 percent of its net profits less tax and legal reserve. This decision is based on the Company’s consolidated financial statement. The Company’s Board of Directors has the discretion to decide not to proceed in accordance with the policy, or amend the policy from time to time. Such discretion is on the condition that such an action will allow Shareholders, the Company and its subsidiaries to obtain optimal benefits. For example, net profits may be allocated as a reserve for the repayment of a loan, for use as investment in expanding the Company’s business or, where there is a change in market conditions which may affect the Company’s cash flow or the cash flow of its subsidiaries in the future. Based on the financial statement, the Company obtained a net profit for 2012, only for its business in the amount of Baht 111,734,071. When considering the Company’s dividend policy, which states that the determination must be based on the consolidated financial statement, as the Company has plans to develop large projects as well as continue construction in 2013, and in order to reserve cash for business operations, the Board of Directors have determined that there will be a non-distribution of dividends for 2012. Opinion of the Board of Directors: The Board of Directors found it appropriate for the Shareholders’ Meeting to approve the allocation of profits from the performance in 2012 as the legal reserve, in the amount of Baht 5,600,000 and not to distribute dividends. - 3 - - Translation - Agenda 5 To consider approving the issuance and offer of Warrants to purchase the Company’s ordinary shares No. 2 to existing shareholders in proportion to their shareholding Fact and reasoning: The Board of Directors’ Meeting No. 3/2556 found it appropriate for the Company to issue and offer Warrants to purchase the Company’s ordinary shares No. 2 (“Warrant No. 2” or “GLAND-W2”) in an amount not exceeding 213,114,517 units to existing shareholders. Warrant No. 2 will be issued to the existing shareholders the proportion of 25 shares (at a par value of Baht 1 per share) per 1 unit of Warrant No. 2 (any fractions will be rounded down) and without charging the purchasing price. A summary of the important details regarding Warrant No. 2 is as appears in Enclosure 3. The names of shareholders who will be entitled to receive Warrant No.2 will be fixed on 7 May 2013 (Record Date) and the names will be compiled in accordance with Section 225 of the Securities and Exchange Act B.E. 2535 by closing the Shareholders’ Register Book on 8 May 2013. Opinion of the Board of Directors: The Board of Directors’ found it appropriate for the Shareholders’ Meeting to approve the issue and offer of Warrant No. 2 in an amount not exceeding 213,114,517 units to existing shareholders in accordance with the above. The Board of Directors’ also found it appropriate for the Shareholders’ Meeting to approve of the appointment of Mr. Yotin Boondicharern or a person authorized by Mr. Yotin Boondicharern as the authorized person to determine the details and other conditions of Warrant No. 2. The authorized person will also have the authority to take all necessary and relevant actions in relation to the issue and offer of Warrant No. 2, which includes but is not limited to contacting, preparing or submitting necessary or relevant documents to the issue and offer of Warrant No. 2 and the appointment of sub-agents for instance. The details of the grant of entitlement to receive Warrant No. 2 are uncertain and subject to the approval of the Annual General Shareholders’ Meeting for 2013. Agenda 6 To consider approving increasing the Company’s registered capital Facts and reasoning: To support the issuing and offer of Warrant No. 2 as detailed in Agenda 5, and to support the amendment to the exercise of rights and the rate of exercise of rights for holders of Warrants to purchase the Company’s ordinary shares No. 1 who have not exercised their rights, the Company must increase its capital in the amount of Baht 213,114,517, by issuing 213,114,517 new ordinary shares with a par value of Baht 1 per share. Therefore the Company’s total registered capital will be Baht 5,540,977,477, the details as appears in Enclosure 4. - 4 - - Translation - Opinion of the Board of Directors: The Board of Directors found it appropriate for the Shareholders’ Meeting to approve the increase in the Company’s registered capital, as detailed above. Agenda 7 To consider approving amending Clause 4 of the Company’s Memorandum of Association to correspond with the increase in the Company’s registered capital Facts and reasoning: In order to correspond with the increase in registered capital in Agenda 6, Clause 4 of the Company’s Memorandum of Association must be amended as follows: “Clause 4 Registered capital Baht 5,540,977,447 (Five Billion Five Hundred Forty Million Nine Hundred Seventy Seven Four Hundred and Forty Seven Baht) Divided into 5,540,977,447 shares (Five Billion Five Hundred Forty Million Nine Hundred Seventy Seven Four Hundred and Forty Seven Shares) With a value of Baht 1 per share (One Baht) Divided into Ordinary shares 5,540,977,447 shares (Five Billion Five Hundred Forty Million Nine Hundred Seventy Seven Four Hundred and Forty Seven Shares) Preference shares - shares (- Shares)” Opinion of the Board of Directors: The Board of Directors found it appropriate for the Shareholders’ Meeting to approve the amendment to the Company’s Memorandum of Association, as detailed above.