BTS PCL : Notification of the Resolutions of the 2017 Annual General Meeting of Shareholders

(-Translation-)‌

Ref. No. BTS 2589/2017

July 25, 2017

Subject: Notification of the Resolutions of the 2017 Annual General Meeting of Shareholders To: President

The Stock Exchange of Thailand

Enclosure: Key Features of the Scheme in Relation to the Issuance and Offering of Warrants to the Employees of BTS Group Holdings Public Company Limited and its Subsidiaries under the BTS Group ESOP 2017 Scheme

Reference is made to the 2017 Annual General Meeting of Shareholders of BTS Group Holdings Public Company Limited (the "Company") held on July 25, 2017 at 1.30 p.m. The Company would like to notify that the following resolutions were passed:

1. A resolution was passed to adopt the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2017 held on April 3, 2017, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, detailed as follows:

   Shareholders' Votes	No. of Votes	%
   Approval	7,023,271,870	99.9999
   Disapproval	0	0.0000
   Abstention	539,959	-
   Invalid Voting Card(s)	400	0.0000
   Total (2,217 persons)	7,023,812,229	-

2. A resolution was passed to approve the report on the results of the Company's business operation for the fiscal year ended March 31, 2017, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, detailed as follows:

   Shareholders' Votes	No. of Votes	%
   Approval	7,018,809,381	99.9914
   Disapproval	308,000	0.0043
   Abstention	6,020,843	-
   Invalid Voting Card(s)	290,000	0.0041
   Total (2,308 persons)	7,025,428,224	-

3. A resolution was passed to approve the Company and its subsidiaries' report and consolidated financial statements for the fiscal year ended March 31, 2017, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, detailed as follows:

   Shareholders' Votes	No. of Votes	%
   Approval	7,019,450,520	100.0000
   Disapproval	0	0.0000
   Abstention	6,046,804	-
   Invalid Voting Card(s)	0	0.0000
   Total (2,312 persons)	7,025,497,324	-

4. A resolution was passed to approve the dividend payment for the fiscal year ended March 31, 2017 at the rate of Baht 0.34 per share (34 Satang per share) or equivalent to the total dividend payment in the amount of approximately Baht 4,025.9 million from the net profit and unappropriated retained earnings of the Company and a final dividend payment at the rate of Baht 0.175 per share (17.50 Satang per share) or equivalent to the dividend to be paid in the amount of approximately Baht 2,072.8 million to the shareholders of the Company whose names appear in the shareholders' register book on the record date of August 3, 2017, on which the names of the shareholders entitled to receive the dividend payment are determined, and the date for collecting the names of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (1992) (as amended) by closing the share register book and suspending the share transfer on August 4, 2017, and to set the dividend payment date on August 18, 2017.

   The resolution was passed with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, detailed as follows:

   Shareholders' Votes Approval	No. of Votes 7,024,774,004	% 99.9921
   Disapproval	552,260	0.0078
   Abstention	171,060	-
   Invalid Voting Card(s)	0	0.0000
   Total (2,312 persons)	7,025,497,324	-

   For the final dividend payment at the rate of Baht 0.175 per share (17.50 Satang per share), which will be paid from the annual net profit of the Company that is subject to the corporate income tax at the rate of 20% of the net profit, individual shareholders are entitled to claim the tax credits equal to 20/80 times of the dividend received pursuant to Section 47 bis of the Revenue Code. In this regard, shareholders who are disqualified to receive the dividend under the law will not be entitled to the dividend payment.

   In addition, the meeting of shareholders acknowledged the interim dividend payment on February 7, 2017 at the rate of Baht 0.165 per share (16.50 Satang per share) or equivalent to the amount of Baht 1,953.1 million and acknowledged the allocation of funds as legal reserve in the amount of Baht 221.2 million.

5. A resolution was passed to determine the directors' remuneration as follows:

6. Monetary Remuneration

   Fixed Remuneration To increase the monthly remuneration for each position and to maintain the meeting allowance at the same rate as the previous year as follows:

   Monthly Remuneration	Year 2016	Year 2017	Change
   Chairman of the Board of Directors	Baht 60,000 / month	Baht 80,000 / month	34%
   Chairman of the Audit Committee	Baht 50,000 / month	Baht 67,000 / month	34%
   Directors	Baht 30,000 / person / month	Baht 40,000 / person / month	34%
   Meeting Allowance	Year 2016	Year 2017	Change
   Board of Directors	None	None	-
   Audit Committee	Baht 20,000 / attendance	Baht 20,000 / attendance	-
   Chairman of the Audit Committee
   Members of the Audit Committee	Baht 20,000 / person /	Baht 20,000 / person /	-
   	attendance	attendance
   Other Sub-Committees	None	None	-

   Directors' Bonus To pay the directors' bonus in the total amount of Baht 22.0 million in consideration of the Board of Directors' performance for the fiscal year ended March 31, 2017. The directors' bonus will be allocated as agreed among the directors after approval by the shareholders' meeting.

7. Other Benefits

   -None-

   The resolution was passed with a vote of no less than two-thirds of the total number of votes of the shareholders attending the meeting, including abstentions in the calculation base, detailed as follows:

   Shareholders' Votes Approval	No. of Votes 6,974,256,989	% 99.2705
   Disapproval	50,320,519	0.7162
   Abstention	925,560	0.0131
   Invalid Voting Card(s)	1,206	0.0000
   Total (2,313 persons)	7,025,504,274	100.0000

8. The following resolutions were passed to re-elect 5 directors who were due to retire by rotation at the 2017 Annual General Meeting of Shareholders as the Company's directors for another term of office:

10. A resolution was passed to approve the election of Dr. Anat Arbhabhirama as a director, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, detailed as

    follows: Shareholders' Votes	No. of Votes	%
    Approval	6,796,126,813	96.7612
    Disapproval	227,476,001	3.2387
    Abstention	1,904,660	-
    Invalid Voting Card(s)	2,800	0.0000
    Total (2,315 persons)	7,025,510,274	-

11. A resolution was passed to approve the election of Mr. Surapong Laoha-Unya as a director, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, detailed as follows:

    Shareholders' Votes No. of Votes %

    Approval 6,761,528,713 96.2634

    Disapproval 262,432,301 3.7362

    Abstention 1,526,460 -

    Invalid Voting Card(s) 22,800 0.0003

    Total (2,315 persons) 7,025,510,274 -

12. A resolution was passed to approve the election of Mr. Kavin Kanjanapas as a director, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, detailed as follows:

    Shareholders' Votes No. of Votes %

    Approval 6,790,180,413 96.6713

    Disapproval 233,802,401 3.3286

    Abstention 1,524,660 -

    Invalid Voting Card(s) 2,800 0.0000

    Total (2,315 persons) 7,025,510,274 -

13. A resolution was passed to approve the election of Mr. Rangsin Kritalug as a director, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, detailed as follows:

    Shareholders' Votes	No. of Votes	%
    Approval	6,358,043,570	90.5025
    Disapproval	667,219,344	9.4974
    Abstention	244,560	-
    Invalid Voting Card(s)	2,800	0.0000
    Total (2,315 persons)	7,025,510,274	-

14. A resolution was passed to approve the election of Professor Charoen Wattanasin as an independent director, with a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, detailed as follows:

Shareholders' Votes	No. of Votes	%
Approval	6,828,332,272	97.1967
Disapproval	196,936,562	2.8032
Abstention	238,640	-
Invalid Voting Card(s)	2,800	0.0000
Total (2,315 persons)	7,025,510,274	-