Minutes of the 2025 Annual Ordinary General Meeting of Shareholders

(Translation)

Minutes of the 2025 Annual Ordinary General Meeting of Shareholders

via Electronic Means (E-Meeting)

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

Wednesday, April 9, 2025

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

Nomination and Remuneration

Committee Member

(Independent Director)

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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
4. Representative of Shareholders' Right Protection Volunteer (attending the Meeting via electronic means)
   Miss Warunee Rodsan
5. Shareholders attending the Meeting
   As at the closing date of the share register for collection of shareholders' names on Wednesday, March 12, 2025, the total number of shareholders who had the right to attend the Meeting was 78,353 shareholders with the total of 15,285,000,000 shares sold and 307,123,500 shares repurchased by the Company or 2.01 percent of the total number of shares sold. 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 713 shareholders attending the 2025 Annual Ordinary General Meeting of Shareholders, both via electronic means in person and by proxy, at the commencement time of the meeting at 2:00 p.m., holding among them 10,607,487,258 shares or 70.8210 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 723 shareholders attending the Meeting, holding among them 10,607,986,855 shares or 70.8243 percent of the total number of shares sold, exclusive of the 307,123,500 shares repurchased by the Company that did not constitute a quorum of the shareholders' meeting and had no the rights to vote and receive dividends.
   There were 427 shareholders out of 723 attending shareholders, holding among them 876,106,671 shares, authorizing Mr. Vitoon Tejatussanasoontorn, Chairman of the Audit Committee, and Gen. Chetta Thanajaro, Audit Committee Member, who were Independent Directors and persons who had 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.

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(Translation)

The Company Secretary clarified to the Meeting that the Board of Directors resolved to convene the 2025 Annual Ordinary General Meeting of Shareholders via electronic means (E-Meeting) in accordance with Article 25 of the Articles of Association of the Company, 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). The Company employed the services of Inventech Systems (Thailand) Co., Ltd., an electronic meeting organizer recognized for its expertise and certification by relevant agencies, by utilizing a Zoom Meeting control system that has passed certification and an Inventech Connect voting system that has completed the self-assessment conducted by the Electronic Transactions Development Agency (ETDA). Furthermore, the Meeting was recorded in video format.

No shareholders submitted proposals for inclusion in the agenda, as the Company had provided shareholders with the opportunity to do so in advance from October 1 to December 31, 2024. The agenda for the Meeting was established by the Board of Directors in accordance with the details in the Notice of the Meeting that was sent to shareholders.

The Company realizes the importance of the security of shareholders' personal data and has then issued the Privacy Notice for the 2025 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 the personal data of all attending attendees. Details can be found in the Notice of the Meeting on pages 51-53.

To facilitate shareholders who could not attend the Meeting in person, they could designate an independent director or another person as their proxy to attend the Meeting and vote on their behalf. Three proxy forms have been established in accordance with the Announcement of the Department of Business Development Re: Form of Proxy (No. 5) B.E. 2550 (2007).

In this regard, Thailand Securities Depository Co., Ltd. (TSD) has implemented a proxy voting system for the shareholders' meetings through electronic means (e-Proxy Voting) in Forms A, B, and C.

• The system is accessible to individual shareholders who are IVP members and have verified their identities with NDID (National Digital ID) through the Investor Portal (IVP) system.
• The system is accessible to funds managed by asset management companies and foreign legal entities managed by custodians through the e-Proxy Voting for Intermediaries system.

When an e-Proxy Voting is granted, the proxy form and identification documents are not required to be sent by post, only by completing the proxy form via the Investor Portal, as per the details in the Notice of the Meeting, pages 36-39.

Prior to proceeding with the Meeting in accordance with the agenda, the Chairman requested the Company Secretary to provide a brief summary on 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 46-47 of the Notice of the Meeting as delivered to shareholders, the essence of which can be summarized as follows:

• 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.

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(Translation)

• For individuals who have been granted proxies by multiple shareholders, the system will display the names of all proxies, and voting will be conducted separately for each individual. If the proxies register using the same email address and telephone number to authenticate their identity, the system will consolidate the names of the shareholders who have granted proxies into a single account, or if the registrations are made using separate email addresses and telephone numbers, the system will not consolidate the identities. In this case, shareholders or proxies must change their accounts by selecting the "User Account" menu and clicking on the "Change Account" icon to access the accounts of other shareholders or proxies prior to voting.
  In this regard, such account change will not be regarded as an exit from the Meeting. The system will not eliminate votes from the meeting database.
• In casting a vote, it shall be based on the Company's Articles of Association, namely, one share shall have one vote.
• In casting a vote, shareholders must select the agenda they wish to vote on by clicking on the "Vote" icon and then selecting the "Agree", "Disagree", or "Abstain" icon.
• 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".
  In this regard, the Company has included the votes from proxies who voted in advance in the total vote count.

In the event that shareholders encountered any difficulties logging into the meeting system, voting system during the meeting, or asking questions, they might contact the Call Center at 0 2460 9223 for assistance. The Company had provided shareholders with an opportunity to submit their questions for the Meeting in advance through the Company's website, starting from October 1, 2024. Shareholders submitted their questions in advance, and the Company responded to them via email to the shareholders. With regard to any unanswered questions, the Company would gather such questions to address them for shareholders during the Meeting. In the event that there were questions addressing similar issues, the Company reserved the right to consider selecting or combining those questions as deemed appropriate for the sake of the precision in the Meeting. Questions that remained unanswered in the agenda would be addressed in Agenda Item 9. Additionally, if any questions remained unanswered during the Meeting, the Company would respond to shareholders via email as notified.

Item 1 Consideration and approval of the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2024

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

The Company Secretary informed the Meeting that the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2024, which was held on October 31, 2024 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 November 13, 2024, 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.

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(Translation)

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 10,607,542,834 votes were cast by shareholders attending this agenda.

The Shareholders' Meeting unanimously resolved to approve the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2024, as proposed.

Item 2 Acknowledgement of the Company's operational results for the year 2024

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

The Company Secretary presented the information on the Company's operational results for 2024 in a video format, the essence of which could be summarized as follows:

The year 2024 marked another significant one for the Company. As a result of its extensive experience in the management of electric trains and its widely accredited quality work, BEM has been selected as the operator of the MRT Orange Line Project, Bang Khun Non-Min Buri (Suwinthawong) Section. On July 18, 2024, the Company executed a Concession Agreement for the MRT Orange Line Project with the Mass Rapid Transit Authority of Thailand (MRTA) under a PPP Net Cost arrangement. The MRTA instructed the Company to commence work in accordance with the Agreement on July 31, 2024. Currently, the work is progressing as planned. Under the Concession Agreement, the MRT Orange Line Project, Eastern Section, which extends from Yaek Rom Klao Station to the Thailand Cultural Centre Station, is scheduled to commence its service in early 2028, while Western Section, which extends from the Thailand Cultural Centre Station to Bang Khun Non Station, is scheduled to commence its service in 2030.

Based on the concept of sustainable development and growth under investment and business operations in the field of infrastructure, BEM is currently the concessionaire for three expressway projects: the Si Rat Expressway, the Prachim Ratthaya Expressway, and the Udon Ratthaya Expressway, covering Bangkok and its vicinity, with a total distance of 87.2 kilometers. Additionally, BEM is the concessionaire for three MRT projects: the M.R.T. Chaloem Ratchamongkhon Line Project (MRT Blue Line), the M.R.T. Chalong Ratchadham Line Project (MRT Purple Line), and the MRT Orange Line Project, Bang Khun Non - Min Buri (Suwinthawong) Section, covering the

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(Translation)

central area of Bangkok and its vicinity, with a total distance of 107 kilometers. To prepare for the significant influx of passengers transferring from the MRT Orange Line Project and to support the increasing ridership on the MRT Blue Line due to real estate developments along the route, the Company has acquired 21 additional rolling stocks to enhance service on the MRT Blue Line. In this regard, 2027 marks the commencement of the gradual acceptance of the rolling stock deliveries.

In the context of finance in 2024, the Company issued its Sustainability Debentures on two occasions: the first in February for Baht 5,000 Million and the second in September for Baht 7,000 Million, aimed at repaying existing debts and investing in MRT projects. The Company's debentures remained highly favoured by investors, with its subscriptions surpassing the target, demonstrating investors' trust in the Company.

The Company's corporate rating and issue rating in 2024 have been assigned by TRIS Rating Co., Ltd. at "A-" with a "Stable" outlook.

Operational Results in 2024

In 2024, the Thai economy showed improvement from the previous year, growing by 2.5 percent. The tourism sector experienced a recovery, along with the organization of numerous events, resulting in an increase in service users on both the MRT Blue Line and the expressways.

The number of expressway users has increased on routes that are associated with tourist attractions and destinations, such as the Si Rat Expressway (Sector D), which facilitates travel from Suvarnabhumi Airport, and the Si Rat Expressway (Sector B), which connects to significant tourist destinations, including the Temple of the Emerald Buddha (Wat Phra Kaew) and the Grand Palace. Nevertheless, certain expressways have been impacted by construction adjacent to their entrances and exits, causing motorists to avoid traffic congestion in those areas. Consequently, the average number of expressway users in 2024 was 1,120,000 trips per day, comparable to the previous year. Additionally, the average toll revenue was Baht 25.6 Million per day, also comparable to the previous year.

The MRT Blue Line stands out as the sole Circle Line in Bangkok, a capital city that is renowned for business districts, educational institutions, and numerous tourist attractions; therefore, the MRT Blue Line has had a positive impact due to the transfer of passengers from other electric train lines and the introduction of numerous real estate developments along its route. As a result, an average number of passengers in 2024 was 427,000 trips per day, representing an increase of 9.4 percent. In respect of farebox revenue, on July 3, 2024, the fare rate of the MRT Blue Line was adjusted in accordance with the Concession Agreement, which requires adjustments every two years based on the inflation index. This adjustment resulted in an average daily fare revenue of Baht 12.2 Million per day in 2024, representing an increase of 13.8 percent.

Commercial development revenue from the MRT and expressway systems, which has correlated with the number of service users, continues to increase. In 2024, commercial development revenue amounted to Baht 1,233 Million, representing an increase of 10 percent from the previous year.

The Company's and its Subsidiaries' Operational Results in 2024can be summarized as follows:

The Company's toll revenue amounted to Baht 8,941 Million; farebox revenue and O&M service revenue amounted to Baht 6,830 Million; commercial development revenue amounted to Baht 1,233 Million; dividend income and

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(Translation)

other incomes amounted to Baht 762 Million.As such, the total revenues in 2024 were Baht 17,766 Million, representing an increase from the previous year by Baht 627 Million or 4 percent.

Cost of services was Baht 9,497 Million, and selling and administrative expenses were Baht 1,261 Million, totaling Baht 10,758 Million, representing an increase from the previous year by Baht 206 Million or 2 percent, which was a lower percentage than an increase in revenue; finance costs were Baht 2,427 Million; and income tax expenses were Baht 813 Million. As a result, the Company had net profit for 2024 in an amount of Baht 3,768 Million, representing an increase from the previous year by Baht 289 Million or 8 percent. As such, a net profit per share was 25 Satang, which has continued to increase.

In respect of cash flow, the Company's net cash flows used in operating activities were Baht 4,294 Million; net cash flows used in investing activities were Baht 7,075 Million; and net cash flows from financing activities were Baht 11,795 Million. As a result, the Company had Baht 1,672 Million in cash and cash equivalents at end of year.

Financial Position at the End of 2024

The Company had a total asset in an amount of Baht 132,773 Million, representing an increase by 18 percent, which was attributed to an increase in MRTA receivables, civil construction costs of the MRT Orange Line Project (West Section), M&E work and O&M work in progress of the MRT Orange Line Project, and an increase in assets under the Concession Agreement of the MRT Blue Line.

Total liabilities amounted to Baht 96,213 Million, representing an increase by 29 percent, due to the loans to invest in the MRT Orange Line Project and pay compensation to the MRTA under the Concession Agreement for the MRT Blue Line Project. The total shareholders' equity was Baht 36,560 Million, representing a decrease of 3 percent, resulting from dividend payment, share repurchase, and fair value adjustment of financial assets.

The financial ratios improved according to the improved operational results, with a net profit margin of 21.34 percent, a return on equity of 10.15 percent, and a net interest-bearing debt to equity ratio of 1.95 times, lower than the threshold of 2.5 times, as specified in the loan and debenture covenant.

Sustainability Operations

The Company is committed to conducting its business based on the principles of sustainable organizational development by emphasizing the delivery of quality services while also carrying out sustainable operations to enhance the well-being of communities, society and the environment, along with the Company's business operations that are mutually beneficial to create shared value with the community and society in terms of corporate governance and economics, environmental, and social dimensions, under the continuous provision of excellent, convenient, safe, reliable, and efficient services to users in order to meet the needs of all stakeholders.

To journey together towards sustainable objectives, the Company has reviewed its sustainability performance framework to establish goals for the period 2023

• 2030. This encompasses long-term strategic planning by assessing significant sustainability issues relating to the business operations in compliance with the Global Reporting Initiative or GRI 2021 standards.

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(Translation)

In 2024, the Company has been fostering business competitiveness, supply chain management, innovation development, customer relationship management, and risk management to achieve good corporate governance, while also considering information technology security and data privacy.

Anti-Corruption

The Company realizes and prioritizes anti-corruption and prevention of corrupt activities, both within and outside the organization, and it has established guidelines for the proper conduct of directors, executives, and employees in the Code of Conduct. Additionally, it has established guidelines and procedures for the implementation, monitoring, and surveillance, as well as guidelines for risk assessment and related training in a consistent and appropriate manner.

In 2024, the Company continued to educate directors, employees, and executives on anti-corruption issues. Furthermore, the Company gives priority to the primary mission to maintain good service quality so that service users travel to their destinations safely by conducting cyber attack management exercises on the Company's systems to ensure that the agency is prepared to handle future cyber threats.

The Company has strived to conserve resources and reduce energy consumption in order to mitigate the impacts of climate change. This is achieved through the implementation of energy management and climate change management, environmental management, and biodiversity. The Company engages in ongoing collaboration both internally and externally, exemplified by its participation in the Thailand Carbon Neutral Network since 2022, in order to attain the climate goal established by the Company and align with Thailand's goal of achieving carbon neutrality by 2050 and net-zero greenhouse gas emissions by 2065. The Company has established a goal of reducing greenhouse gas emissions by implementing a variety of projects of the Company, such as the installation of solar power generation systems on the Depot area, the building roof, and the parking lot roof, and so forth.

The Company has enhanced the hygiene and safety of its stakeholders, developed the potential, and took care of its personnel on a regular basis, while also embracing social and the community responsibility, with its commitment to adjacent social and community engagement, along with related stakeholders, respecting diversity, equality, and fostering cooperation with all alliances. Additionally, a continuous evaluation and review of project performance and impact has been conducted through various projects.

With the operations within the framework of sustainable development by taking the environment, society, and governance into account, the Company has received awards and recognition from various agencies, as another source of pride. In 2024, the Company achieved a notable milestone by being included in the SET ESG Ratings of sustainable stocks for the eighth consecutive year and received an upgraded assessment from the SET ESG Ratings from AA (Double

1. in 2023 to AAA (Triple A) level. It was also selected for inclusion in the ESG100 group of securities and was presented with a plaque of honor for being a Climate Action Leading Organization (CALO), and has been rated as a listed company with "Excellent" or 5-star corporate governance. Additionally, the
   Company has been awarded Thailand's Top Corporate Brand Hall of Fame 2024 for five years in a row, as a company with the highest brand value in Thailand in the transportation & logistics sector.

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(Translation)

The Company remains committed to providing efficient expressway and electric train mass transit services, enabling users to travel with convenience, rapidity, and safety each day, while also expanding the modern transportation network to address traffic issues and enhance the quality of life for people, with a commitment to adhering to good corporate governance, social and environmental responsibility for sustainable development of the Company, society, and the nation in pursuit of the Path of Happiness.

Having considered and approved the Company's report on operational results for 2024, the Board of Directors deemed it appropriate to propose this matter to the Shareholders' Meeting for acknowledgment without passing a resolution.

The Chairman allowed shareholders to ask questions or express opinions.

The Company Secretary informed the Meeting that shareholders had asked questions via Q&A.

Mr. Piyapong Prasarththong, a shareholder, inquired about the impacts of the earthquake in Myanmar, which took place on March 28, 2025, on the Company's infrastructure, particulary on the structures of the Si Rat Expressway, the Udon Ratthaya Expressway, and the MRT Blue, Purple, and Orange Lines, both those under construction and those completed but not yet operational, and what measures the Company would take to rebuild confidence in the safety of the MRT system and the expressway structures to assure users that they are completely secure.

Dr. Sombat Kitjalaksana, the Managing Director, clarified that the infrastructure under the Company's supervision remained in a state of normalcy following the earthquake, as components were engineered to withstand such an occurrence. On the day of the incident, the Company was able to provide expressway services continually; however, the MRT service needed to be temporarily suspended for a comprehensive inspection due to the presence of highly sensitive systems, such as the track system, electrical system, signalling system, and so on. During the incident, the "detrain" method was implemented by the Company. That was, passengers were securely retained on the train and subsequently transported to the nearest station, accompanied by an announcement regarding a temporary service closure. Thereafter, a detailed check is performed to guarantee the safety of the system for users and facilitate a return to normal service by the following day.

The Company then conducted an on-site inspection of the projects that were currently under construction, the majority of which were civil infrastructures assigned by the MRTA. These projects consisted of sections that were constructed by CH. Karnchang Public Company Limited and sections that were operated by other companies. The Company conducted an inspection and assured that they were secure and safe, and the results of the inspection would be forwarded to the MRTA for further managements.

In addition, the Company has publicized information via the Stock Exchange of Thailand's channel to ensure that the Company's shareholders, including customers or users of the public transportation services are well-informed.

Mr. Wiboon Thanasarnpaiboon, a shareholder, inquired about the recent earthquake, whether the Company's assets and income were affected, and whether any plan has been drawn up to handle future incidents.

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