Notify the Resolutions of the AGM Year 2010

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(-Translation-) Ref. No. BTS 2231/2010 July 29, 2010 Subject: Notify the Resolutions of the Annual General Meeting of Shareholders for the Year 2010 To: President The Stock Exchange of Thailand Whereas BTS Group Holdings Public Company Limited ("the Company") held the Annual General Meeting of Shareholders for the Year 2010 on July 29, 2010 at 10.20 hrs. The Company would like to inform the significant resolutions as follows: 1. Approved the appointment of 15 members of the Company's new Board of Directors, comprising 10 Directors and 5 Independent Directors, as per the following details: 1.1 Unanimously resolved to appoint Mr. Keeree Kanjanapas as the Director, with the following voting results: Shareholders voting Votes % Approve 44,165,738,934 100.0000 Disapprove 0 0.0000 Abstain 15,307,167 - - Total (628 persons) 44,181,046,101 (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.2 Resolved to appoint Mr. Paul Tong as the Director, with the following voting results: Shareholders voting Votes % Approve 44,165,462,208 99.9993 Disapprove 301,438 0.0006 Abstain 15,319,165 - Total (633 persons) 44,181,082,811 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.3 Resolved to appoint Mr. Anat Arbhabhirama as the Director, with the following voting results: Shareholders voting Votes % Approve 44,185,714,584 99.9999 Disapprove 13,000 0.0000 Abstain 15,304,227 - Total (639 persons) 44,201,031,811 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.4 Resolved to appoint Mr. Surapong Laoha-Unya as the Director, with the following voting results: Shareholders voting Votes % Approve 44,185,380,746 99.9993 Disapprove 288,438 0.0006 Abstain 15,395,405 - Total (642 persons) 44,201,064,589 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.5 Resolved to appoint Mr. Kavin Kanjanapas as the Director, with the following voting results: Shareholders voting Votes % Approve 44,188,815,033 99.9999 Disapprove 1,000 0.0000 Abstain 15,672,427 - Total (647 persons) 44,204,488,460 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.6 Resolved to appoint Mr. Rangsin Kritalug as the Director, with the following voting results: Shareholders voting Votes % 44,194,293,388 99.9999 Approve 4,000 0.0000 Disapprove 15,691,055 - Abstain 44,209,988,443 - Total (653 persons) (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.7 Resolved to appoint Mr. Craig Webster as the Director, with the following voting results: Shareholders voting Votes % 44,209,202,388 99.9993 Approve 288,438 0.0006 Disapprove 15,676,117 - Abstain 44,225,166,943 - Total (657 persons) (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.8 Resolved to appoint Mr. John Sunderland as the Director, with the following voting results: Shareholders voting Votes % 44,209,228,038 99.9993 Approve 288,438 0.0006 Disapprove 15,696,467 - Abstain 44,225,212,943 - Total (660 persons) (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.9 Resolved to appoint Mr. Kong Chi Keung as the Director, with the following voting results: Shareholders voting Votes % 44,209,517,888 99.9999 Approve 4,000 0.0000 Disapprove 15,691,055 - Abstain 44,225,212,943 - Total (660 persons) (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.10 Resolved to appoint Mr. Kin Chan as the Director, with the following voting results: Shareholders voting Votes % Approve 44,209,855,736 99.9999 Disapprove 4,000 0.0000 Abstain 15,455,207 - Total (661 persons) 44,225,314,943 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.11 Resolved to appoint Lt. Gen. Phisal Thepsithar as the Independent Director, with the following voting results: Shareholders voting Votes % Approve 44,209,393,057 99.9999 Disapprove 40,600 0.0000 Abstain 15,881,607 - Total (662 persons) 44,225,315,264 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.12 Resolved to appoint Mr. Amorn Chandarasomboon as the Independent Director, with the following voting results: Shareholders voting Votes % Approve 44,209,097,607 99.9993 Disapprove 293,938 0.0006 Abstain 16,253,819 - Total (664 persons) 44,225,645,364 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.13 Resolved to appoint Mr. Suchin Wanglee as the Independent Director, with the following voting results: Shareholders voting Votes % Approve 44,209,671,360 99.9993 Disapprove 308,438 0.0006 Abstain 15,679,057 - Total (666 persons) 44,225,658,855 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.14 Resolved to appoint Mr. Charoen Wattanasin as the Independent Director, with the following voting results: Shareholders voting Votes % Approve 44,212,204,448 99.9984 Disapprove 697,223 0.0015 Abstain 15,595,184 - Total (669 persons) 44,228,496,855 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 1.15 Resolved to appoint Mr. Cheong Ying Chew, Henry as the Independent Director, with the following voting results: Shareholders voting Votes % Approve 44,212,589,422 99.9993 Disapprove 303,438 0.0006 Abstain 15,693,995 - Total (671 persons) 44,228,586,855 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) As all Directors in the current Board of Directors have resigned, there is no agenda item for the appointment of directors to replace the directors who will retire by rotation under Section 71 of the Public Limited Company Act B.E. 2535 (1992) (as amended) and Article 14. of the Company's Articles of Association. 2. Resolved to determine the names and the number of the directors who can sign to bind the Company as follows: "Names and number of the directors who can sign to bind the Company are: any one director from Group A signing jointly with any one director from Group B, totaling 2 persons, together with the Company's seal affixed; Group A Directors being Mr. Keeree Kanjanapas, Mr. Kavin Kanjanapas and Mr. Surapong Laoha-Unya and Group B Directors being Mr. Anat Arbhabhirama, Mr. Rangsin Kritalug and Mr. Kong Chi Keung", with the following voting results: Shareholders voting Votes % Approve 44,212,434,080 99.9999 Disapprove 1,215 0.0000 Abstain 16,167,875 - Total (672 persons) 44,228,603,170 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 3. Resolved to determine the directors' remuneration for the year 2010 as follows: Directors' Remuneration For the Year 2010 Chairman of the Board of Directors Baht 60,000 / month Chairman of the Audit Committee Baht 50,000 / month Directors Baht 30,000 / person / month Meeting Allowance for For the Year 2010 the Audit Committee Chairman of the Audit Committee Baht 20,000 / attendance Members of the Audit Committee Baht 20,000 / person / attendance , with the following voting results: Shareholders voting Votes % Approve 44,212,579,901 99.9635 Disapprove 813,150 0.0018 Abstain 15,297,342 0.0345 Total (682 persons) 44,228,690,393 100.0000 (Resolution in this agenda shall be approved by not less than two-thirds of the total number of votes of the shareholders attending the meeting, including the abstained votes in the calculation base.) 4. Unanimously resolved to approve the Company and its subsidiaries report and consolidated financial statements for the fiscal year ended March 31, 2010 with the following voting results: Shareholders voting Votes % Approve 44,214,062,053 100.0000 Disapprove 0 0.0000 Abstain 16,002,992 - Total (707 persons) 44,230,065,045 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 5. Resolved to approve the suspension of dividend payment for the fiscal year ended March 31, 2010, with the following voting results: Shareholders voting Votes % Approve 44,214,357,306 99.9994 Disapprove 232,825 0.0005 Abstain 15,474,914 - Total (707 persons) 44,230,065,045 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 6. Resolved to approve the appointment of auditors from Ernst & Young Office Limited as the Company's auditors for the fiscal year ended March 31, 2011, any of the following auditors being authorized to review and give opinion on the Company's financial statements: (1) Mr. Narong Puntawong: Certified Public Accountant (Thailand) No. 3315; and/or (2) Miss Siraporn Ouaanunkun: Certified Public Accountant No. 3844; and/or (3) Mr. Termphong Opanaphan: Certified Public Accountant No. 4501 and, to determine the audit fee for the fiscal year ended March 31, 2011 for the Company in the amount of not exceeding Baht 3,330,000 and the audit fee for the Company and its 26 subsidiaries (subsidiaries as at June 16, 2010) in the total amount of not exceeding Baht 11,750,000, with the following voting results: Shareholders voting Votes % Approve 44,214,048,981 99.9998 Disapprove 88,285 0.0001 Abstain 15,929,092 - Total (708 persons) 44,230,066,358 - (Resolution in this agenda item shall be approved by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.) 7. Resolved to approve the amendment of Articles 6, 7, 8, 10 and 11 of the Company's Articles of Association to be as follows: 6. Shares of the Company are ordinary shares and shall be equal in value and entered in name share certificate. Each share of the Company shall be paid in full amount of share value by money or assets other than money. The share subscriber or share purchaser cannot set-off any debts with the Company. 7. A transfer of shares shall be valid and effective against a third party if such is conducted in compliance with the public limited company law, and the securities and stock exchange law if the Company is listed on the Stock Exchange of Thailand. 8. The Company has appointed Thailand Securities Depository Co., Ltd. as the Company's share registrar. The Company's registration procedures shall be as set forth by such share registrar. The share registrar may affix his/her name to the share certificate or any other securities certificate by signing or by using a machine, computer or any other method in accordance with the law on securities and stock exchange. 10 . The Company shall not own its shares or accept pledge of its shares, except in the following circumstances: (1) the Company may repurchase its shares from dissenting shareholders who vote against a resolution of the Shareholders' Meeting approving an amendment to the Articles of Association of the Company regarding voting rights and the right to receive dividends which, in their opinion, is considered unfair; (2) the Company may repurchase its shares for financial management purposes when the Company has accumulated profits and excessive liquidity, provided that the share repurchase will not cause financial trouble to the Company. In this regard, shares held by the Company shall not be counted towards constituting a quorum for the Shareholders' Meeting and shall carry no voting right as well as no right to receive dividends. The Company shall dispose of the repurchased shares as mentioned in the previous paragraph within the period prescribed in the pertaining ministerial regulation. If the Company fails to do so or is unable to complete the disposition within the prescribed period, the Company shall reduce its paid- up capital by writing off such repurchased but unsold shares. The repurchase, disposition and writing off of the repurchased but unsold shares as mentioned above shall be conducted in accordance with the rules and procedures as prescribed in the ministerial regulation. The repurchase of shares shall be approved by the Shareholders' Meeting, except the repurchase of shares of the Company in an amount of not exceeding ten (10) percent of the paid-up capital shall be approved by the board of directors. Chapter 3 Issuance of Other Types of Securities and Transfer of Securities 11. The issuance, offering and transfer of securities to the public or other persons shall be conducted in accordance with the law on public limited companies, or law on securities and stock exchange. The transfer of other securities listed on the Stock Exchange of Thailand or other secondary market other than ordinary shares shall be conducted in accordance with the law on securities and stock exchange. The word "securities" shall be as defined in the law on securities and stock exchange. , with the following voting results: Shareholders voting Votes % Approve 44,214,056,531 99.9638 Disapprove 5,450 0.0000 Abstain 16,004,377 0.0361 Total (708 persons) 44,230,066,358 100.0000 (more)