Report on the resolutions of the AGM 15/2009

ST.010/2009/0023 April 22, 2009 Subject :Report on Resolutions of the Annual General Meeting of Shareholders No. 15/2009 To :Directors and Manager of the Stock Exchange of Thailand Whereas Sino-Thai Engineering & Construction Public Company Limited (the "Company") convened the Annual General Meeting of Shareholders No. 15/2009 during 10.30 hours - 12.40 hours on April 22, 2009. Therefore, the Company would like to report the resolutions adopted at the said meeting as follows: Agenda 1.To confirm the minutes of the Annual General Meeting of Shareholders No. 14/2008 Resolution:Confirmation of the minutes of Annual General Meeting of Shareholders No. 14/2008 held on April 25, 2008 by the following votes: Approved 513,349,720 votes equivalent to 98.736% Disapproved 19,000 votes equivalent to 0.004% Abstained 6,550,300 votes equivalent to 1.260% Agenda 2.To consider the report on the Company's operations as of December 31, 2008 and the Company's Annual Report for 2008 Resolution:Approval of the Board of Directors' report on the Company's Operating Results for the year ending December 31, 2008 and the Company's Annual Report for 2008 by the following votes: Approved 516,884,926 votes equivalent to 98.748% Disapproved -0- votes equivalent to 0.000% Abstained 6,551,300 votes equivalent to 1.252% Agenda 3.To consider the Balance Sheet and Profit and Loss Statements for the fiscal period ended December 31, 2008 Resolution:Approval of the Balance Sheet and Profit and Loss Statements for the fiscal period ended December 31, 2008 by the following votes: Approved 517,529,526 votes equivalent to 98.748% Disapproved 10,600 votes equivalent to 0.002% Abstained 6,551,300 votes equivalent to 1.250% Agenda 4.To consider the non-issuance of dividend payment for the year 2008 Resolution:Approval of the non-issuance of dividend payment for the year 2008 by the following votes: Approved 517,543,533 votes equivalent to 98.748% Disapproved 11,600 votes equivalent to 0.002% Abstained 6,550,300 votes equivalent to 1.250% Agenda 5.To consider the appointment of new directors in place of those retiring by rotation Resolution:(1) Approval of the re-appointment of Police General Sanong Wattanavrangkul as the Company's director for an additional term by the following votes: Approved 517,531,633 votes equivalent to 98.743% Disapproved 24,900 votes equivalent to 0.005% Abstained 6,560,900 votes equivalent to 1.252% (2) Approval of the re-appointment of Dr. Chumpol Phornprapa as the Company's director for an additional term by the following votes: Approved 517,531,633 votes equivalent to 98.743% Disapproved 24,900 votes equivalent to 0.005% Abstained 6,560,900 votes equivalent to 1.252% (3) Approval of the re-appointment of Mr. Suchai Poopichayapongs as the Company's director and a member of the Company's Audit Committee for an additional term by the following votes: Approved 517,531,633 votes equivalent to 98.743% Disapproved 24,900 votes equivalent to 0.005% Abstained 6,560,900 votes equivalent to 1.252% (4) Approval of the re-appointment of Mr. Thanathip Vidhayasirinun as the Company's director for an additional term by the following votes: Approved 517,531,633 votes equivalent to 98.743% Disapproved 24,900 votes equivalent to 0.005% Abstained 6,560,900 votes equivalent to 1.252% Agenda 6.To consider fixing the remuneration of Directors and members of the Company's Audit Committee for 2009 Resolution:Approval of the Remuneration of Directors and members of the Company's Audit Committee for 2009 as per the following details and votes: Directors' meeting fee 1. The Board of Directors - For the Chairman of the Board of directors amounting to 40,000 Baht/meeting - For each Director amounting to 20,000 Baht/meeting 2. The Audit Committee - For the Chairman of the Audit Committee amounting to 40,000 Baht/meeting - For each Audit Committee Member amounting to 20,000 Baht/meeting Board of Directors' Annual Bonus 1. For the Chairman of the Board of Directors amounting to 400,000 Baht/year 2. For the Chairman of the Audit Committee amounting to 400,000 Baht/year 3. For each Director amounting to 200,000 Baht/year The Board of Directors' annual bonus shall also be allocated to the directors who hold management positions in the Company. Voting Approved 516,111,293 votes equivalent to 98.472% Disapproved 70,700 votes equivalent to 0.013% Abstained 7,935,440 votes equivalent to 1.514% Agenda 7.To consider the appointment of the Company's Auditor for 2009 and to fix the auditor's remuneration Resolution:Approval of the appointment of Mr. Narong Puntawong, C.P.A. License No. 3315 and/or Miss Siraporn Ouaanunkun, C.P.A. License No. 3844 and/or Miss Thipawan Nananuwat, C.P.A. License No. 3459; all of Ernst & Young Office Limited, as auditors of the Company for the year 2009 with the auditor's remuneration of Baht 1,460,000 (One Million Four Hundred Sixty Thousand Baht only) by the following votes: Approved 517,554,133 votes equivalent to 98.748% Disapproved 13,000 votes equivalent to 0.002% Abstained 6,550,300 votes equivalent to 1.250% Agenda 8.To consider and approve the decrease of the registered capital and the amendment of Clause 4 of the Company's Memorandum of Association Resolution:Approval of the decrease of the Company's registered capital from Baht 1,350,250,000 (One Thousand Three Hundred Fifty Million Two Hundred Fifty Thousand Baht only) to Baht 1,186,208,619 (One Billion One Hundred Eighty-six Million Two Hundred Eight Thousand Six Hundred and Nineteen Baht only) by canceling 164,041,381 unsold shares (One Hundred Sixty-four Million Forty-one Thousand Three Hundred and Eighty-one shares) at the par value of Baht 1 (One Baht) per share and the amendment of Clause 4 of the Company's Memorandum of Association in order to comply with the decrease of capital as follows: Clause 4. Registered capital 1,186,208,619 Baht Divided into 1,186,208,619 Shares Par Value of One Share 1 Baht Ordinary Shares 1,186,208,619 Shares Preferred Shares - Voting Approved 516,166,593 votes equivalent to 98.483% Disapproved -0- votes equivalent to 0.000% Abstained 7,950,840 votes equivalent to 1.517% Agenda 9.To consider and approve the compensation for the accumulated loss of the Company Resolution:Approval of the transfer of statutory reserve fund amounting to Baht 103,038,015 (One Hundred Three Million Thirty-eight Thousand and Fifteen Baht only) and share premium amounting to Baht 1,222,496,822 (One Billion Two Hundred Twenty-two Million Four Hundred Ninety-six Thousand Eight Hundred and Twenty-two Baht only) to compensate for the Company's accumulated loss. Upon the Company's accumulated loss was compensated, the Company still remains and maintains the share premium amounting to Baht 2,097,055,813 (Two Billion Ninety-seven Million Fifty-five Thousand Eight Hundred and Thirteen Baht only) and has no further accumulated loss, by the following votes: Approved 517,540,133 votes equivalent to 98.745% Disapproved -0- votes equivalent to 0.000% Abstained 6,577,300 votes equivalent to 1.255% The Company provides this information for your acknowledgment and dissemination to the public and other investors. Sincerely yours, Sino-Thai Engineering & Construction Public Company Limited (Mr. Vallop Rungkijvorasathien) President