Report on Resolutions of the AGM 16/2010

ST.010/2010/0021 April 23, 2010 Subject : Report on Resolutions of the Annual General Meeting of Shareholders No. 16/2010 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. 16/2010 during 10.05 hours - 12.15 hours on April 23, 2010. 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. 15/2009 Resolution: Confirmation of the minutes of Annual General Meeting of Shareholders No. 15/2009 held on April 22, 2009 by the following votes: Approved 694,793,751 votes equivalent to 90.05 % Disapproved 0 votes equivalent to 0.00 % Abstained 76,768,100 votes equivalent to 9.95 % Agenda 2. To consider the report on the Company's operations as of December 31, 2009 and the Company's Annual Report for 2009 Resolution: Approval of the Board of Directors' report on the Company's Operating Results for the year ending December 31, 2009 and the Company's Annual Report for 2009 by the following votes: Approved 698,055,151 votes equivalent to 90.10 % Disapproved 0 votes equivalent to 0.00 % Abstained 76,741,400 votes equivalent to 9.90 % Agenda 3. To consider the Balance Sheet and Profit and Loss Statements for the fiscal period ended December 31, 2009 Resolution: Approval of the Balance Sheet and Profit and Loss Statements for the fiscal period ended December 31, 2009 by the following votes: Approved 692,895,551 votes equivalent to 89.42 % Disapproved 0 votes equivalent to 0.00 % Abstained 81,983,800 votes equivalent to 10.58 % Agenda 4. To consider the appropriation of statutory reserve and the declaration of a divided payment for the year 2009 Resolution: (1) Approval of the appropriation of the statutory reserve in the amount of Baht 16,097,745.10 (Sixteen Million Ninety-seven Thousand Seven Hundred Forty-five Baht Ten Satang). (2) Approval of the declaration of a dividend payment from the profit derived from the promoted activity (BOI) at the rate of Baht 0.13 (Thirteen Satang) to the Company's shareholders for 1,186,208,619 shares, totalling Baht 154,207,120.47 (One Hundred Fifty-four Million Two Hundred Seven Thousand One Hundred Twenty Baht and Forty-seven Satang) which is equivalent to 47.89% of the Company's net profits which is consistent with the dividend payment policy of the Company. Dividend payment will be made on May 20th, 2010. Approved 738,151,051 votes equivalent to 90.58 % Disapproved 0 votes equivalent to 0.00 % Abstained 76,741,400 votes equivalent to 9.42 % 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 Lieutenant General Jate Mongkolhutthi as the Independent Director and Audit Committee for an additional term by the following votes: Approved 717,351,651 votes equivalent to 88.03 % Disapproved 20,724,600 votes equivalent to 2.54 % Abstained 76,816,200 votes equivalent to 9.43 % (2) Approval of the re-appointment of Mr. Chamni Janchai as the Independent Director and Audit Committee for an additional term by the following votes: Approved 717,395,851 votes equivalent to 88.03 % Disapproved 20,719,400 votes equivalent to 2.54 % Abstained 76,816,200 votes equivalent to 9.43 % (3) Approval of the re-appointment of Mrs. Anilrat Nitisaroj as the Company's director for an additional term by the following votes: Approved 724,193,251 votes equivalent to 88.86 % Disapproved 13,981,000 votes equivalent to 1.72 % Abstained 76,816,200 votes equivalent to 9.43 % (4) Approval of the re-appointment of Mr. Woraphant Chontong as the Company's director for an additional term by the following votes: Approved 724,193,251 votes equivalent to 88.86 % Disapproved 13,981,000 votes equivalent to 1.72% Abstained 76,816,200 votes equivalent to 9.43 % Agenda 6. To consider and approve the appointment of a new director Resolution: Approval of the appointment of Professor Rawat Chamchalerm as a new director of the Company by the following votes: Approved 738,160,551 votes equivalent to 90.57% Disapproved 12,700 votes equivalent to 0.00 % Abstained 76,817,200 votes equivalent to 9.43 % Agenda 7. To consider fixing the remuneration of Directors and members of the Company's Audit Committee for 2010 Resolution: Approval of the remuneration of Directors and members of the Company's Audit Committee for 2010 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 719,326,851 votes equivalent to 88.25 % Disapproved 17,900 votes equivalent to 0.00 % Abstained 95,784,200 votes equivalent to 11.75 % Agenda 8. To consider the appointment of the Company's Auditor for 2010 and to fix the auditor's remuneration Resolution: Approval of the appointment of Mr. Khitsada Lerdwana, C.P.A. License No. 4958 and/or Miss Thipawan Nananuwat, C.P.A. License No. 3459 and/or Miss Siraporn Ouaanunkun, C.P.A. License No. 3844; all of Ernst & Young Office Limited, as auditors of the Company for the year 2010 with the auditor's remuneration of Baht 1,490,000 (One Million Four Hundred Ninety Thousand Baht only) by the following votes: Approved 700,129,851 votes equivalent to 90.10 % Disapproved 17,900 votes equivalent to 0.00 % Abstained 76,887,200 votes equivalent to 9.89 % Agenda 9. To consider and approve the amendment of Article 21 of the Company's Articles of Association Resolution: Approval of the amendment of Article 21 of the Company's Articles of Association which revokes the authorization of the Chairman of the Board to individually sign to bind the Company. Details and votings are as follows: New Article 21 Directors need not be shareholders of the Company. The Authority of Directors who can sign to bind the Company is: The Managing Director of the Company signs individually and affixes the Company seal or any other two directors jointly sign and affix the Company seal. The Board of Directors may specify the names of the directors who will be authorized to sign and affix the Company seal to bind the Company. Voting Approval by majority votes which more than three-fourth of total voting of shareholders who attending the meeting and have the right to vote Approved 700,293,551 votes equivalent to 90.12 % Disapproved 0 votes equivalent to 0.00 % Abstained 76,741,400 votes equivalent to 9.88 % 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