Bangkok Expressway and Metro : Minutes of the 2024 Annual Ordinary General Meeting of Shareholders

(Translation)

Minutes of the 2024 Annual Ordinary General Meeting of Shareholders

via Electronic Means (E-AGM)

under the Emergency Decree on Electronic Meetings B.E. 2563 (2020)

Wednesday, April 10, 2024

with the Meeting Control at the Head Office

Bangkok Expressway and Metro Public Company Limited

No. 587 Sutthisarn Road, Ratchadaphisek Subdistrict,

Dindaeng District, Bangkok 10400

The Meeting commenced at 2:00 p.m.

Attendees were as follows:

1. 17 directors attending the Meeting from the total number of 17 directors (representing 100 percent) were as follows:
   Directors attending the Meeting at the Meeting Room

1.	Mr. Plew Trivisvavet	Chairman of the Board of Directors,
		Nomination and Remuneration
		Committee Member
		(Chairman of the Meeting)
2.	Mr. Vitoon Tejatussanasoontorn	Director,
		Chairman of the Audit Committee,
		Nomination and Remuneration Committee
		Member
		(Independent Director)
3.	Gen. Chetta Thanajaro	Director,
		Chairman of the Nomination and
		Remuneration Committee,
		Audit Committee Member
		(Independent Director)
4.	Prof. (adjunct) Athapol Yaisawang	Director,
		Chairman of the Corporate Governance,
		Risk Management and Sustainable
		Development Committee,

Nomination and Remuneration Committee

Member

(Independent Director)

	(Translation)
5.	Mr. Phongsarit Tantisuvanitchkul	Director,
		Chairman of the Executive Board,
		Corporate Governance, Risk
		Management and Sustainable
		Development Committee Member
6.	Dr. Sombat Kitjalaksana	Director,
		Corporate Governance, Risk
		Management and Sustainable
		Development Committee Member,
		Executive Director, and
		Managing Director
Directors attending the Meeting via electronic means
7.	Dr. Annop Tanlamai	Director,
		Audit Committee Member
		(Independent Director)
8.	Mrs. Vallapa Assakul	Director,
		Corporate Governance, Risk
		Management and Sustainable
		Development Committee Member
		(Independent Director)
9.	M.L. Prasobchai Kasemsant	Director
		(Independent Director)
10.	Mr. Supong Chayutsahakij	Director and Executive Director
11.	Mrs. Payao Marittanaporn	Director and Executive Director
12.	Dr. Supamas Trivisvavet	Director and Executive Director
13.	Miss Arisara Dharamadhaj	Director
14.	Mr. Panit Dunnvatanachit	Director
15.	Mr. Piyakorn Apibalsri	Director
16.	Mrs. Tasanuch Thammachot	Director
17.	Miss Jiranan Vorachak	Director
2) Executives attending the Meeting
1.	Mr. Witoon Hatairatana	Deputy Managing Director : Operations
		& Engineering (Rail)
2.	Mr. Anawash Suwanarit	Deputy Managing Director : Business
		Development & Expressway Operations
3.	Mr. Alvin Gee	Deputy Managing Director :
		Administration
4.	Miss Panan Tosuwanthaworn	Deputy Managing Director : Accounting
		& Finance

2/19

		(Translation)
5.	Mrs. Manatsavee Subchavaroj	Assistant Managing Director : Legal and
		Compliance Group, and Company
		Secretary
6.	Miss Mutita Insawang	Concession and Directors Office : Director

1. Auditor, EY Office Limited (attending the Meeting via electronic means) Miss Kanokporn Thiangtham
2. Legal Advisor, The Legists Group (attending the Meeting via electronic means) Mr. Nopadol Intralib
3. Examiner of Voting Results, The Legists Group

Miss Sawitree Treenawarut

1. Representative of Shareholders' Right Protection Volunteer (attending the Meeting via electronic means)

Miss Theeraprapha Yooruamjai

1. Shareholders attending the Meeting
   As at the closing date of the share register for collection of shareholders' names on Wednesday,
   March 13, 2024, the total number of shareholders who had the right to attend the Meeting was 80,918 shareholders with the total of 15,285,000,000 shares sold and 20,846,500 shares repurchased by the Company. The shares held by the Company, according to the law, do not constitute quorum and are not entitled to vote and dividend payments.
   There were a total of 1,692 shareholders attending the 2024 Annual Ordinary General Meeting of Shareholders, both via electronic means in person and by proxy, which commenced at 2:00 p.m., holding among them 10,665,768,606 shares or 69.8746 percent of the total number of shares sold, thereby constituting the quorum in accordance with the Articles of Association of the Company, which stipulate that there shall not be less than 25 shareholders holding in aggregate not less than one-third of the total number of shares sold; and as at the closing time of the registration, there were a total of 1,717 shareholders attending the Meeting, holding among them 10,742,644,361 shares or 70.3782 percent of the total number of shares sold.
   There were 1,374 shareholders out of 1,717 attending shareholders, holding among them 1,388,181,954 shares, authorizing Mr. Vitoon Tejatussanasoontorn, Chairman of the Audit Committee, and Gen. Chetta Thanajaro, Audit Committee Member, who were Independent Directors and individuals with no special interest differently from the other directors in all agenda items proposed in this Meeting, to act as their proxy to attend the Meeting and vote on their behalf.

The Company Secretary clarified to the Meeting that the Board of Directors resolved to convene the 2024 Annual Ordinary General Meeting of Shareholders via electronic means (E-AGM) in accordance with the Emergency Decree on Electronic Meetings B.E. 2563 (2020) and the Notification of the Ministry of Digital Economy and Society Re: Standards for Maintaining Security of Meetings via Electronic Means B.E. 2563 (2020). To that end, the Company arranged for an electronic meeting service provider with expertise and certification from relevant agencies.

3/19

(Translation)

There were the agenda items as shown in the Notice of the Meeting which had been delivered to shareholders.

In addition, the Company would record the proceeding of the Meeting via video media and make

it available for shareholders' viewing through the Company's website.

The Company realizes the importance of the security of shareholders' personal data and has then issued the Privacy Notice for the 2024 Annual Ordinary General Meeting of Shareholders in compliance with the standards as required by the Personal Data Protection Act B.E. 2562 (2019) in order to assure its shareholders of the security of their personal data. Details can be found in the Notice of the Meeting on pages 53-55.

Prior to proceeding with the Meeting in accordance with the agenda, the Chairman requested the Company Secretary to inform the Meeting of the Company's practical procedures for the Ordinary General Meeting of Shareholders and vote casting.

The Company Secretary stated to the Meeting that the details of procedures for vote casting and rules for counting of votes were described by the Company on pages 48-49 of the Notice of the Meeting as delivered to shareholders, essence of which can be summarized as follows:

1. In casting a vote, it shall be based on the Company's Articles of Association, namely, one share shall have one vote.
2. The Meeting will consider the agenda in the order specified in the Notice of the Meeting, by presenting information in each agenda and providing an opportunity for shareholders to ask questions before voting, and the results of the votes will be announced to the Meeting once the vote counting in the respective agenda items is completed.
3. In counting votes, the Company will deduct the disapproval and abstention votes out of the total votes cast by shareholders present at the Meeting and having the right to vote, and the remaining votes will be counted as votes "Agree".

Shareholders who intend to vote on each agenda or intend to ask a question or express an opinion at the Meeting shall follow the steps and procedures outlined in the video clip. If there are numerous questions that are identical to one another on each agenda, the Company reserves the right to consider selecting or combining those questions as appropriate in order to ensure that the Meeting can be concisely conducted. As for any shareholders' questions that have not yet been answered during the Meeting, the Company will reply to the shareholders via e-mail as registered.

Item 1 Consideration and approval of the Minutes of the 2023 Annual Ordinary General Meeting of Shareholders

The Chairman requested the Company Secretary to clarify the details to the Meeting.

The Company Secretary informed the Meeting that the Minutes of the 2023 Annual Ordinary General Meeting of Shareholders, which was held on April 18, 2023, as shown in the Notice of the Meeting per Attachment 1., had already been delivered by the Company to shareholders in advance, and publicized on the Company's website together with a video recording of the Meeting since May 2, 2023, without any shareholder proposing an amendment to the Minutes of the Meeting.

Having considered the matter, the Board of Directors was of the opinion that the Minutes of the Meeting were correctly, completely and clearly recorded, and thus, it deemed appropriate to propose that the Shareholders' Meeting approve such Minutes of the Meeting as presented.

The Chairman allowed shareholders to ask questions or express their opinions. 4/19

(Translation)

The Company Secretary informed the Meeting that no shareholder asked any questions or expressed any opinions, both via VDO Conference and Q&A.

The Chairman then requested the Meeting to consider casting votes.

The Company Secretary stated to the Meeting that this agenda item required approval by a majority vote of the shareholders who attended the Meeting and cast their votes.

The voting results were as follows:

A total of 10,667,077,764 votes were cast by shareholders attending this agenda.

Approved	10,667,077,524	votes	equal to	100.00 percent
Disapproved	0	vote	equal to	0.00 percent
Abstained	240	votes
Voided Ballot	0	vote

The Shareholders' Meeting unanimously resolved to approve the Minutes of the 2023 Annual Ordinary General Meeting of Shareholders, as proposed.

Item 2 Acknowledgement of the Company's operational results for the year 2023

The Chairman requested the Company Secretary to clarify the details to the Meeting.

The Company Secretary presented the information of the Company's operational results for 2023 in a video format, essence of which could be summarized as follows:

The Thai economy grew by 1.9 percent in 2023 from the previous year in the midst of numerous challenges. However, despite the fact that the tourism industry has recovered, the number of foreign visitors has not yet reached the level it was in 2019 prior to COVID. Nevertheless, increased travel has resulted in an increase in the volume of expressway users and the volume of ridership from the previous year. In 2023, expressway users made an average of 1,116,964 trips per day, representing an increase by 7 percent; the average ridership volume on the MRT Blue Line was at 390,260 trips per day, representing an increase by 44 percent; as a results, toll revenue, farebox revenue, and commercial development revenue which were in connection with the traffic volumes on the expressway and metro systems rose accordingly.

The Summary of the Company's and its Subsidiaries' Operational Results in 2023:

Toll revenue amounted to Baht 8,919 Million; farebox revenue and O&M service revenue amounted to Baht 6,339 Million; commercial development revenue amounted to Baht 1,117 Million; dividend income and other incomes amounted to Baht 764 Million. As such, the total revenues in 2023 were Baht 17,139 Million, representing an increase from the previous year by Baht 2,337 Million or 16 percent.

In respect of expenses, cost of services was Baht 9,311 Million; and selling and administrative expenses were Baht 1,241 Million, totaling Baht 10,552 Million, representing an increase from the previous year by Baht 945 Million or 10 percent, which was a lower percentage than an increase in revenue; and finance costs were Baht 2,371 Million, similar to the previous year; and income tax expenses were

5/19

(Translation)

Baht 737 Million; as a result, the Company and its subsidiaries had net profit for 2023 in an amount of Baht 3,479 Million, representing an increase from the previous year by Baht 1,043 Million or 43 percent. As such, a net profit per share was 23 Satang, net profit for 2023 was Baht 3,479 Million, which was more than the normal operating profit of Baht 3,101 Million prior to COVID in 2019.

In respect of cash flow in 2023, net cash flows from operating activities were Baht 6,353 Million; net cash flows used in investing activities were Baht 518 Million; and net cash flows used in financing activities were Baht 6,377 Million, the majority of which were interest paid and dividend paid; as a result, the Company had Baht 1,246 Million in cash and cash equivalents at end of year.

Financial Position at the End of 2023

The Company had a total asset in an amount of Baht 112,496 Million, representing a decrease by 1 percent, which was attributed to the fair value adjustment of financial assets (Equity instruments on the Stock Exchange of Thailand) and a reduction in receivables under the concession agreement. Meanwhile, asset under the concession agreement of the MRT Blue Line increased from prepaid project remuneration to MRTA as specified in the concession agreement. Total liabilities amounted to Baht 74,832 Million, representing a decrease by 3 percent from the repayment of long-term loans of the MRT Purple Line Project. Total shareholders' equity amounted to Baht 37,664 Million, representing an increase by 1 percent from the Company's profit.

The financial ratios improved according to the improved operational results, with a net profit margin of 20.48 percent, a return on equity of 9.29 percent, and a net interest-bearing debt to equity ratio of 1.64. times, lower than the threshold of 2.5 times, as specified in the loan and debenture covenant.

With regard to the most recent results of credit rating review, TRIS Rating Co., Ltd. affirmed the Company's corporate rating and debenture rating at "A-" with a "Stable" outlook.

In 2023, the Company issued and offered sustainability bonds with a total value of Baht 6,500 Million, and continued to receive a good investor response, with an oversubscription rate of 1.6 times the initial offering size, reflecting investor confidence in the company.

Throughout the past year, the Company continued to emphasize delivery of good quality services while also remaining committed to sustainability operations to improve the well-being and environment of communities and society in parallel with

the Company's business operations in a supportive manner in order to foster shared

value with communities and society in economic, social and environmental dimensions under excellent, convenient, safe, and reliable services. The Company has evaluated material sustainability issues in accordance with international standards, known as Global Reporting Initiative Standards or GRI Standards so as to formulate strategies which have covered materiality issues, namely Health & Safety, Human Capital Development, Climate Strategy and Energy Management, and IT Security and Data Privacy, in order to strengthen the Company against potential risks and enhance

its ability to meet stakeholders' expectations to ensure that the Company significantly

contributes to and responds to social sustainability objectives in line with the Sustainable Development Goals of the United Nations.

6/19

(Translation)

With the Company's intention, the Company has strived for excellence in providing efficient service, improving the quality of life for its service users, by not only providing good service, but also being an excellent and efficient service provider in accordance with good corporate governance principles while maintaining transparency under its anti-corruption policy which directors, executive and employees have acknowledged and adhered to, as well as taking social responsibility in pursuit of Mobility for All : Sharing the Sustainable Journey under the framework

of sustainability operations of "B" "E" "M".

1. Business Excellence and Ethics: Business excellence based on good ethics so that everyone is a driving force for economic growth through providing excellent, safe, and reliable transportation services. In 2023, the Company had exceptional performance in innovation by devising a cash toll collection system to boost service efficiency and convenience, as evidenced by the Company's Silver Award in the
   Service Kaizen category at Thailand Kaizen Award 2023.

1. Eco-FriendlyCommute: Promotion of eco-friendly commute in order to be a journey that uses resources efficiently, without causing pollution, while also maintaining a sustainable environment for next generations. In 2023, the Company made energy management a top priority on a continuous basis in an effort to reduce energy use and costs of the Company, such as:

• LED light installation project: LED street lights were installed at the entrances and exits of the expressways within the areas of Rama 9 Depot, Khlong Bang Phai Depot, Kanlapaphruek Depot and within the station and the common area of the retail store floor.
• Installation of a solar energy production system on the roof of an office building project: to reduce the purchase of electricity from the Metropolitan Electricity Authority; reduce the amount of greenhouse gas emissions and increase the proportion of renewable energy use.
• Reduction of oil use by replacing internal combustion engine vehicles with electric vehicles project: to reduce greenhouse gas emissions. In this regard, the replacement of 4 vehicles to electric vehicles has already started in 2023.

M: Metropolitan Social Harmony: Metropolitan social harmony is to be a destination for building relationships among people in the metropolis with care and respect for each other. In 2023, the Company organized happiness-promoting events in three aspects, namely:

1. Happy Journey under the concept of "Good Health, Safe Life":

• Happy Journey with BEM: This project was an important and ongoing project to support the government's tourism policy with an aim of increasing income

for communities and community enterprises surrounding the routes. In addition, the Company remained committed to achieving sustainable tourism development through providing service users with positive experiences, impressions, and pleasant memories. To this end, the Company, in association with Bangkok Metro Networks Limited, or BMN, opened "Metro Art" at Phahon Yothin Station as a new artistic hub and landmark under the concept of Art Journey, and it was intended to serve as an art learning center with

7/19

(Translation)

scholarships to enhance art learning skills for school students, university schools and instructors at no cost.

1. • Smart Drive by BEM: This was to educate the participating expressway users on safe driving techniques and practices, vehicle maintenance, and emergency protocols in order to minimize traffic accidents and ensure that they were capable of responding appropriately in case of an emergency.
2. Happy Living Society under the concept of "Good Quality of Life and Well-Being":
3. • Thailand Healthcare 2023 Retirement Club Project: This project was opened to the general public, especially the elderly and people living in communities surrounding the MRT routes and expressways, to participate in the free health check-up program, sponsor costs for cataract treatment and surgery, lung cancer screening using x-rays, and interpreting results with AI innovation.
   • MRT Helps Students Conquer TCAS Year 15 By BEM Project: This project has been held to develop the quality of youth education for the 15th consecutive year. Over the past period, there have been more than 80,000 students participating, and this year, the teaching format has been expanded to be even more convenient, both on-site and online, to allow students in the regions across the country to widely participate in the program, and those participants have the opportunity to receive special tutoring scholarships from the organizers and tutoring institutes.
4. Happy Planet under the concept of "Joining in Climate and Environment Stewardship":
5. • BEM Anniversary Grow Sustainably Together: A tree planting activity was held on the anniversary of the services of both the expressway and MRT systems, where executives and employees joined in planting trees within the organization, thereby creating shady conditions and contributing to absorption of carbon dioxide and air pollution while also strengthening the relationship between employees and the organization, as well as ensuring the participation of employees in protecting the environment.

Another source of pride for the Company was that the Company was presented with awards and was selected by numerous agencies for its operations within the framework of sustainable development taking the environmental, social, and governance into account. That was, in 2023, BEM was selected as one of listed

companies on the "Thailand Sustainability Investment" for the 7th consecutive year;

BEM received the results of the SET ESG Ratings for 2023 at the AA level and was selected by Thaipat Institute to be among the companies in the ESG100 securities group; BEM was awarded for being a Climate Action Leading Organization (CALO) in terms of reduction of greenhouse gas emissions at the gold level and measurement of the quantity of greenhouse gas emissions at the bronze level by Thailand Carbon Neutral Network (TCNN), greenhouse gas management organization; BEM has been rated excellent (Excellent CG Scoring) or 5 stars by the Thai Institute of Directors Association (IOD) under the Corporate Governance Report of Thai Listed Companies for the 4th consecutive year; and

BEM has been awarded Thailand's Top Corporate Brands 2023 for the 4th

consecutive year as a company with the highest brand in the transportation & logistics sector by the Faculty of Commerce and Accountancy Chulalongkorn University.

8/19

(Translation)

The Company remained committed to providing efficient expressway and mass rapid transit services, facilitating service users' travel with convenience, rapidity and safety every single day while also expanding the modern transportation system network in order to solve traffic problems and improve people's quality of life by operating on the basis of good corporate governance, social and environmental responsibility for the sustainable development of the Company, society and nation.

Having considered and approved the Company's report on operational results for 2023, the Board of Directors deemed appropriate to propose this matter to the Shareholders' Meeting for acknowledgment without passing a resolution.

The Meeting acknowledged the operational results of the Company for 2023.

Item 3 Consideration and approval of the statement of financial position and the statement of income for the year ended December 31, 2023

The Chairman requested the Company Secretary to clarify the details to the Meeting.

The Company Secretary clarified to the Meeting that the statement of financial position and the statement of income for the year ended December 31, 2023 which was seeking approval in this agenda item appeared in the financial summary for 2023 that had been already delivered to shareholders, and the summary information in the video presentation was already presented in the agenda item 2.

Having considered the matter, the Board of Directors approved the statement of financial position and the statement of income for the year ended December 31, 2023 which had been already reviewed by the Audit Committee and audited by the auditor. Therefore, it deemed appropriate to propose that the Shareholders' Meeting approve the statement of financial position and the statement of income for the year ended December 31, 2023.

The Chairman allowed shareholders to ask questions or express opinions.

The Company Secretary informed the Meeting that no shareholder asked any questions or expressed any opinions, both via VDO Conference and Q&A

The Chairman then requested the Meeting to consider casting votes.

The Company Secretary stated to the Meeting that this agenda item required approval by a majority vote of the shareholders who attended the Meeting and cast their votes.

The voting results were as follows:

A total of 10,667,311,758 votes were cast by shareholders attending this agenda.

Approved	10,667,311,758	votes	equal to	100.00 percent
Disapproved	0	vote	equal to	0.00 percent
Abstained	0	vote
Voided Ballot	0	vote

9/19

(Translation)

The Shareholders' Meeting unanimously resolved to approve the statement of financial position and the statement of income for the year ended December 31, 2023, as proposed.

Item 4 Consideration and approval of the appropriation of profit for dividend payment

The Chairman requested the Company Secretary to clarify the details to the Meeting.

The Company Secretary clarified to the Meeting that the Public Limited Companies Act B.E. 2535 (1992), Section 116, and Article 37 of the Company's Articles of Association specify that the Company must appropriate to a reserve fund, from the annual net profit at least five percent of the annual net profit less the total accumulated loss brought forward (if any) until the reserve fund reaches an amount not less than 10 percent of the registered capital of the Company.

Article 36 of the Company's Articles of Association prohibits the dividend payment from any money other than profit should the Company still have accumulated loss, whereby dividends shall be equally distributed according to the number of shares and subject to the approval of the shareholders' meeting.

The Board of Directors considered and was of the opinion that in 2023, the Company had net profit under the separate financial statements in an amount of Baht 3,328.4 Million, and had no an accumulated loss, the Company was then in a position to pay dividends to its shareholders pursuant to the Company's Articles of Association. It thus deemed appropriate to propose that the Shareholders' Meeting approve the appropriation of profit for dividend payment for 2023 at the rate of Baht 0.14 per share totaling Baht 2,140 Million in accordance with the Company's policy on dividend payment, whereby the dividend payment shall be made from:

1. The Company's profit in respect of dividend or profit sharing received from business which shall be subject to corporate income tax at the rate of 20 percent, at the rate of Baht 0.028 per share, to which individual shareholders were entitled to tax refund credit equal to the dividend multiplied by twenty- eightieth;
2. The Company's accounting profit which shall not be subject to corporate income tax, at the rate of Baht 0.112 per share, to which individual shareholders were not entitled to tax refund credit.

In this regard, the Record Date for determining shareholders entitled to receive dividends and the date of dividend payment were scheduled for March 13, 2024 and May 3, 2024, respectively, and 20,846,500 shares which were repurchased by the Company were not entitled to dividend payment.

The Chairman allowed shareholders to ask questions or express opinions.

The Company Secretary informed the Meeting that no shareholder asked any questions or expressed any opinions, both via VDO Conference and Q&A.

The Chairman then requested the Meeting to consider casting votes.

The Company Secretary stated to the Meeting that this agenda item required approval by a majority vote of the shareholders who attended the Meeting and cast their votes.

10/19