BTS GROUP HOLDINGS PCL

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1 BTS GROUP HOLDINGS PCL 2 Q / 1 8 E AR N I N G S P R E S E N TAT I O N 14 N O V E M B E R

2 Disclaimer Investment involves risk. Prospective should understand the characteristics of Securities and study information about BTS Group Holdings Public Company Limited (the Company ) before making a decision to invest in Securities. This presentation is for information purposes only and is intended only for the initial direct attendee of the presentation. It may not be reproduced or redistributed to any other person. It shall not and does not constitute either an offer to purchase or buy or a solicitation to purchase or buy or an offer to sell or exchange or a solicitation to sell or exchange any securities of (the "Company") or any of its subsidiaries in the United States of America or in any other jurisdiction or an inducement to enter into investment activity. No part of this presentation, nor the fact of its existence, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. This presentation is not to be relied upon in any manner as legal, tax or any other advice and shall not be used in substitution for the exercise of independent judgment and each person made aware of the information set-forth hereof shall be responsible for conducting its own investigation and analysis of the information contained herein. Except where otherwise indicated, the information provided in this presentation is based on matters as they exist as of the date stated or, if no date is stated, as of the date of preparation and not as of any future date, and the information and opinions contained herein are subject to change without notice. None of the Company nor any of its subsidiaries accepts any obligation to update or otherwise revise any such information to reflect information that subsequently becomes available or circumstances existing or changes occurring after the date hereof. None of the Company or any of its subsidiaries or any of their respective directors, officers, employees or agents shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation and any and all such liability is expressly disclaimed. The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in any format without the express written approval of the Company. Some statements made in this presentation are forward-looking statements, which are subject to various risks and uncertainties. These include statements with respect to the Company s corporate plans, strategies and beliefs and other statement that are not historical facts. These statement can be identified by the use of forward-looking terminology such as may, will, expect, intend, estimate, continue, plan or other similar words. The statements are based on the assumptions and beliefs of the Company s management in light of the information currently available to the Company. These assumptions involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Nothing in this Presentation is, or should be relied on as promise or representation of the Company as to the future. 2

3 Agenda Section 1 BTSG 2Q 2017/18 FINANCIAL PERFORMANCE Section 2 Section 3 BUSINESS UPDATES BTSGIF 2Q 2017/18 FINANCIAL PERFORMANCE (separate presentation) APPENDICES 3

4 2Q 2017/18 Financial Highlights PROFITABILITY Operating EBITDA was THB 875mn, increasing by THB 252mn or 40% YoY as a result of the improvements in operating performance of Mass Transit and Media businesses Pre-tax recurring profit (before MI) of THB 640mn, a growth of 11% YoY Reported net profit (before MI) rose by 19% YoY to THB 741mn mainly from higher recurring profit, extra-gain from Chef Man restructuring, partially offset with higher finance cost and increase in share of net loss from associates/jvs BALANCE SHEET Balance sheet strength: THB 30.5bn cash & liquid investments* Low leverage: adjusted net D/E** ratio at 0.30x *Cash and liquid investments include cash bal. of THB 9.0bn, current investments of THB 8.8bn and L/T liquid investments of THB 12.7bn **Adjusted Net Debt = Interest Bearing Debt - Cash and Cash Equivalent and Liquid Investment CASH FLOW Fully enter investment phase; including: Pink & Yellow Lines civil works and E&M works (THB 6.2bn) and Green Line extension E&M works and train procurement (THB 1.2bn) Net cash received from debt financing of THB 6.0bn Cash received from JV partners (STEC, RATCH) of THB 1.75bn for 25% equity investment in pink and yellow line projects Section 1: BTSG 2Q 2017/18 Financial Performance 4

5 2Q 2017/18 Overview P&L SNAPSHOT INCOME STATEMENT (THB mn) 2Q 2017/18 2Q 2016/17 %YoY 1Q 2017/18 % QoQ 1H 2017/18 1H 2016/17 %YoY Operating Revenues 1 2,543 1,722 48% 3,110 (18)% 5,653 3,276 73% Gross operating profit 1,295 1,030 26% 1,278 1% 2,574 1,991 29% Operating EBITDA % 917 (5)% 1,791 1,259 42% Net recurring profit before MI % 435 8% % Accounting EBITDA 1, % 1,088 31% 2,508 1,974 28% Net income (loss) % % 1,058 1,096 (3)% Gross operating profit margin (%) 50.9% 59.8% 41.1% 45.5% 60.8% Accounting EBITDA margin (%) 45.6% 45.6% 32.5% 39.7% 48.2% Recurring net profit margin (%) 16.7% 23.6% 13.3% 14.9% 25.0% Operating EBITDA margin (%) 34.4% 36.2% 29.5% 31.7% 38.4% 1 operating revenue of 4 BUs & share of net profit from BTSGIF 2 excluding interest income 3 to equity holders of the parent 2Q 2017/18 OPERATING REVENUE BREAKDOWN OPERATING REVENUE COMPARISON (YoY) (THB mn) Media Mass Transit 38% 52% Section 1: BTSG 2Q 2017/18 Financial Performance Property 6% Services 4% 1,722 2Q 16/17 105% 23% 676 Mass transit 12% (53) (2)% 2,543 Media Property Services 2Q 17/18 5

6 6 Months Cash Flow Snapshot (THB mn) CFO Profit before tax of THB 1,519mn, deducted by non-cash reconciling items of THB 177mn changes in net working capital of THB 865mn (this includes THB 1.2bn Green Line extension E&M works and train procurement) CFI Advance payment for civil works and E&M works of the Pink and Yellow lines Net cash paid for acquisitions of current and other long-term investments Dividend Income and Interest income CFF Net cash received from BE and PN Cash received from STEC and RATCH (re. pink and yellow line projects) Final dividend payment for FY 2016/17 15,095 (327)* (10,825) 5, ,025** Beginning cash (31/3/17) CFO CFI CFF Others - Ending cash (30/9/17) * After tax of THB 451mn and interest expense of THB 354mn as well as investment in E&M works and trains procurement (Green Line North and South extensions) of THB 1.2bn ** Excluding liquid investments of THB 21.5bn Section 1: BTSG 2Q 2017/18 Financial Performance 6

7 Mass Transit OPERATING PERFORMANCE OPERATING REVENUE BREAKDOWN MASS TRANSIT (THB mn) 2Q 2017/18 2Q 2016/17 %YoY 1Q 2017/18 % QoQ 1H 1H 2017/ /17 %YoY Operating revenue 1, % 1,993 (34)% 3,311 1, % Costs of revenue % 1,338 (45)% 2, % Services revenue from provision of E&M works & train procurement 39% O&M 36% Gross profit % 655 (12)% 1, % Operating EBITDA % 664 (12)% 1, % Gross margin (%) 43.8% 64.6% 32.9% 37.2% 66.0% Operating EBITDA margin (%) 44.5% 65.8% 33.3% 37.8% 67.1% 2Q 2017/18 Int income from train procurement & E&M 6% Share in BTSGIF 19% HISTORICAL OPERATING REVENUE (THB mn) Services revenue from provision of E&M works & train procurement Share of NP in BTSGIF (THB mn) Int income from train procurement (THB mn) O&M (THB mn) 1,444 1, KEY FACTORS O&M revenue rose by 15% YoY to THB 472mn mainly from the existing extension and one new additional station (Samrong: E15) Farebox revenue of 1,726mn (up 0.6% YoY) with 0.8% YoY ridership growth Share of net profit in BTSGIF of THB 247mn (rose 24% YoY) Services revenue from the provision of E&M works and the train procurement service for the Southern and Northern Green Line extensions of THB 0.5bn Costs rose 226% YoY to THB 740mn largely due to cost of services related to the provision of E&M works and the train procurement service for Green Line extensions Operating EBITDA margin was 44.5% (65.8 % in 2Q 2016/17) 2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18 Section 1: BTSG 2Q 2017/18 Financial Performance 7

8 Media OPERATING PERFORMANCE OPERATING REVENUE BREAKDOWN MEDIA (THB mn) Operating revenue 2Q 2017/18 2Q 2016/17 %YoY 1Q 2017/18 % QoQ 1H 2017/18 1H 2016/17 %YoY % % 1,819 1,410 29% Costs of revenue % 293 6% % Gross profit % % 1, % Operating EBITDA % % % BTS Related Media 59% 2Q 2017/18 Outdoor Media 24% Office Buildings and Others 9% Gross margin (%) 68.1% 65.7% 65.4% 66.8% 66.6% Operating EBITDA margin (%) 53.5% 45.7% 49.6% 51.7% 48.9% Digital 8% HISTORICAL OPERATING REVENUE (THB mn) Digital Services Media OOH KEY FACTORS Overall Media revenue up 23% YoY to THB 970mn mainly from higher consolidated revenue from acquired businesses and healthy performance of all Media business segments OOH Media* revenue or 92% of total Media revenue, increased by THB 891mn, or 27% YoY higher prices, synergies from the Digital Services segment as well as positive order intake in the Outdoor media product group Costs increased 14% YoY from THB 271mn to THB 310mn, primarily due to the consolidation of newly acquired businesses Operating EBITDA margin improved YoY to 53.5% (45.7% in 2Q 2016/17) 2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18 *OOH Media includes Transit, Outdoor and Office Building and Other Media Section 1: BTSG 2Q 2017/18 Financial Performance 8

9 Property OPERATING PERFORMANCE OPERATING REVENUE BREAKDOWN PROPERTY (THB mn) 2Q 2017/18 2Q 2016/17 %YoY 1Q 2017/18 % QoQ 1H 2017/18 1H 2016/17 %YoY Operating Revenue % 146 9% % Costs of revenue % 95 14% % Gross profit (4)% 52 (1)% (2)% Operating EBITDA (4) (5) (10)% (6) (26)% (10) (8) 32% Commercial & Others 90% 2Q 2017/18 Residential 10% Gross margin (%) 32.2% 37.8% 35.3% 33.7% 36.9% Operating EBITDA margin (%) (2.7)% (3.4)% (4.0)% (3.3)% (2.7)% HISTORICAL OPERATING REVENUE (THB mn) 331 Operating revenue Proceeds from land sale NOTE: Property revenue excludes share of profit/(loss) from investment in BTS-SIRI JVs, U City and Bayswater. Section 1: BTSG 2Q 2017/18 Financial Performance Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18 KEY FACTORS Operating revenue was THB 159mn, increasing 12% YoY due to the overall improvement in the operating performance of our commercial properties Residential property revenue increased by THB 9mn or 131% YoY to THB 15mn from higher housing unit sales Commercial property revenue rose by 6% YoY or THB 9mn to THB 144mn mainly from improving overall hotel performance Operating costs increased by THB 20mn or 22% YoY to THB 108mn and in-line with the increase in revenue Share of net profit from BTS-SIRI (THB 190mn), mainly from 39% transferred units in The Line Jatujak - Mochit Share of loss from U City (THB 336mn) mainly from the impairment of Avani Khon Kaen Hotel and Convention Center 9

10 Balance Sheet ASSET BREAKDOWN (THB MN) LIABILITIES AND EQUITY BREAKDOWN (THB MN) 93, ,893 26,301 28% 22,597 22% Cash 31 Mar 17: THB 15.09bn 30 Sep 17: THB 9.03bn 93, ,893 18,636 20% 24,957 25% Gross Debt 31 Mar 17: THB 38.31bn 30 Sep 17: THB 44.49bn Current Investments 31 Mar 17: THB 6.24bn 30 Sep 17: THB 7.22bn 29,833 32% 29,936 30% Adjusted Net Debt* 31 Mar 17: THB 6.19bn 30 Sep 17: THB 14.01bn 67,351 72% 78,296 78% Long-Term Investments 31 Mar 17: THB 13.52bn 30 Sep 17: THB 15.75bn 45,182 48% 46,000 46% ***** Issued Ordinary Shares 31 Mar 17: 11,935.0mn 30 Sep 17: 11,940.4mn 31-Mar Sep Mar Sep-17 KEY RATIOS Total current assets Total non-current assets Total current liabilities Total non-current liabilities Total shareholders' equity Gross Debt to Equity 2Q 2017/18: 0.97x 2Q 2016/17: 0.31x Adjusted Net Debt* to Equity 2Q 2017/18: 0.30x 2Q 2016/17: 0.01x Adjusted Net Debt* to Operating EBITDA 2Q 2017/18: 4.05x 2Q 2016/17: 0.16x Interest Coverage 2Q 2017/18: 2.75x 2Q 2016/17: 6.95x Current Ratio 2Q 2017/18: 0.91x 2Q 2016/17: 0.58x *Adjusted Net Debt = Interest Bearing Debt - Cash and Cash Equivalent and Liquid Investment Section 1: BTSG 2Q 2017/18 Financial Performance 10

11 Agenda Section 1 BTSG 2Q 2017/18 FINANCIAL PERFORMANCE Section 2 Section 3 BUSINESS UPDATES BTSGIF 2Q 2017/18 FINANCIAL PERFORMANCE (separate presentation) APPENDICES 11

12 % -50.0% Mass Transit Update Core Network Ridership HISTORICAL RIDERSHIP & % GROWTH HISTORICAL AVERAGE FARE & % GROWTH % 5.5% 1.7% 2.8% 1.2% -3.1% 0.5% -3.4% % 0.8% 1.6% -0.2% 0.4% 0.3% -1.0% -0.3% -0.3% -0.6% % -0.6% Q 2016/17 3Q 2016/17 4Q 2016/17 1Q 2017/18 2Q 2017/18 2Q 2016/17 3Q 2016/17 4Q 2016/17 1Q 2017/18 2Q 2017/18 Ridership (mn trips) Passenger Growth (QoQ) Passenger Growth (YoY) Average Fare (THB/trip) Average Fare Growth (QoQ) Average Fare Growth (YoY) Quarterly ridership = 62.2mn trips, +0.8% YoY, +7.1% QoQ Quarterly average fare = THB 27.8/trip, -0.2% YoY, -0.6% QoQ 2Q 17/18 Ridership: increasing 0.8% YoY, +7.1% QoQ Quarterly average weekday ridership = 756,898, +1.1% YoY 1H 17/18 ridership = 120.2mn trips, +1.7% YoY 1H 17/18 average fare = THB 27.8/trip, -0.4% YoY The ridership considerably increased QoQ mainly from more weekdays this quarter (more holidays last quarter such as Song Kran Festival, National Labor Day) Section 2: Business Update 12

13 Mass Transit Update Fare Increase in the Core Network Effective 1 October 2017 Fare of SJT, Rabbit monthly pass and Rabbit senior tickets in the Core Network will be increased from 1 October 2017 onwards For Rabbit Purse Card (Stored Value Card: STV), the fare will remain as the previous effective fare of THB until 31 March 2018 Expected FY 2017/18 average fare increased by 2% to THB 28.5 per trip SINGLE JOURNEY TICKET (SJT): 35% OF TICKET TYPES Number of Station Present Oct RABBIT SENIOR Number of Station Present Oct RABBIT MONTLY PASS ADULT: 28% OF TICKET TYPES Present THB/Trip 1 Oct 15 Trips Trips FARE PRICE (THB) 30.0 AUTHORISED FARE (APR 2013) NEW EFFECTIVE FARE (OCT 2017) 16.0 PREVIOUS EFFECTIVE FARE (JUN 2013) POTENTIAL FARE UPSIDE NO. OF STATIONS 40 Trips 1, , Trips 1, , RABBIT MONTLY PASS STUDENT: 6% OF TICKET TYPES Present THB/Trip 1 Oct 15 Trips Trips Trips Trips Section 2: Business Update 13

14 Mass Transit Update Progress of BTS recently-awarded Lines SOUTHERN GREEN LINE EXT. (BEARING SAMUTPRAKARN) 12.6KM, 9 STATIONS MAR 2012 Civil works start MAR 2016 MOU between MRTA & BMA signed MAR 2017 Finalised O&M contract APR st station Opened (E15 - Samrong Station) NORTHERN GREEN LINE EXT. MO CHIT KHU KHOT 18.2KM, 16 STATIONS MID 2015 Civil works start MAR 2016 MOU between MRTA & BMA signed MAR 2017 Finalised O&M contract MAR 2019 Targeted 1 st station open (N9 - Ladphrao Intersection Station) PINK AND YELLOW LINES KHAE RAI MIN BURI AND LAD PRAO SAM RONG 64.9KM, 53 STATIONS NOV 2016 BSR JV (BTS Group, STEC and RATCH) submitted a tender offer of the Pink and the Yellow lines MAY 2017 The Cabinet approved the Pink and the Yellow Line JUN 2017 Contracts signed for both lines E&M work is in progress Expected 1 st train delivery by May 2018 Civil work 49% completion (MRTA, Oct 17) E&M work is in progress Required land hand over from MRTA is in progress (expected completion in Dec 2017) 2018 Targeted full operation 2020 Targeted full operation JAN 2018 Expected construction begins APR 2021 Targeted full operation for both lines Section 2: Business Update 14

15 Mass Transit Update CAPEX for newly-awarded lines - secured by debt financing NEW GREEN LINE EXTENSIONS PINK AND YELLOW LINES 3 November 2016: BTSC was approved by the Securities and Exchange Commission, Thailand (SEC) to issue up to THB 22,000mn senior unsecured debentures. The bonds will be issued in four tranches due in 2019, 2021, 2023, and Amount up to Tenor Rating Rationale THB 22bn 3, 5, 7, 10 years (NC5) A / Stable by Fitch and TRIS Issuance Date 10 November 2016 Purchase new rolling stocks and electrical and mechanical system (E&M) for the Northern and Southern Green Line extensions 10 October 2017: BSR JV signed the syndicated loan agreement between Bangkok Bank, Siam Commercial Bank and Krungthai Bank at a total value of up to THB 63.4bn. Credit Facilities Syndicate Banks Total of THB 63.36bn THB 31.68bn for Pink Line THB 31.68bn for Yellow Line Bangkok Bank, Krung Thai Bank, Siam Commercial Bank Loan Term 17 years and 3 months spread across 15 payments starting from first operation date Rationale Financing of both Pink and Yellow lines Tenor Amount up to Coupon Rate 3-year THB 5.5bn 2.46% 5-year THB 2.2bn 2.85% 7-year THB 4.1bn 3.30% 10-year (NC5) THB 10.2bn 3.87% Total THB 22bn 3.31% (average) Section 2: Business Update 15

16 Media Update 6 months VGI Group s key developments TRANSIT: Bangkok s Network OPPO brand at Mo Chit, Ploenchit and Saladang AEON brand at Asok COMICO brand at Victory Monument Aquarius at Chong Nonsi Malaysia s Network >200,000 ridership in SBK Line Media on 2 stations and 15 trains OFFICE: Total 170 office buildings (1,309 digital screens) 8 new office contracts / 10 target buildings OUTDOOR: Fully operated 21 digital screens / 51 target screens RABBIT: 8.1mn cardholders 4,400 retail points 133 brand partners 2.4mn Rabbit LinePay users 425 merchants Section 2: Business Update 16

17 3,00 0 2,50 0 2,00 0 1,50 0 1, ,528 1,457 2,349 2, % 90. 0% 80. 0% 70. 0% 60. 0% 50. 0% 40. 0% 30. 0% 20. 0% 10. 0% 0.0 % Property Update BTS Group property breakdown PROPERTY BOOK VALUE BREAKDOWN * Adjusted for equity stake BTS-Sansiri JV THB 13.8bn Keystone JV THB 0.8bn Bayswater JV THB 4.3bn 2% 37% 11% 1% Total Book Value as of 30 Sep 17: THB 37.7bn 32% 12% 5% Residential THB 0.5bn Commercial THB 4.5bn Land Bank THB 1.8bn U City THB 12.0bn COMMERCIAL PROPERTY REVENUE BREAKDOWN Others 26% U-Hotels 46% 2Q 17/18 Commercial Property Revenue: THB 144mn Thana City Golf 28% COMMERCIAL PROPERTY HOTEL REVPAR AND OCCUPANCY HISTORICAL HOTEL OCCUPANCY RevPar (THB per night) Occupancy Rate 83.4% 83.0% 85.1% 79.7% 83.9% 83.0% 74.4% 80.5% 81.8% 82.9% 76.3% 76.6% 79.3% 71.4% U Chiang Mai U Inchantree U Sathorn Blended 1Q 15/16 2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18 Section 2: Business Update 17

18 Property Update Rationale - U City is positioned as the dedicated BTS Group property vehicle CURRENT SITUATION Unclear segregation of property business (and in some case conflict of interest) between BTS Group and U City and inefficient resource allocation U City has limited growth opportunities and limited residential opportunities OBJECTIVE: U City becomes the dedicated property vehicle for BTS Group KEY RESTRUCTURING TRANSACTION: 1 2 Entire Business Transfer (EBT) of Unicorn Enterprises (UE) U City Capital Increase 3 Disposal of U City Assets OUR ACTION 35.64% UNICORN ENTERPRISE (UNICORN OR UE) To eliminate potential conflict between U City and BTSG property business Unicorn will discontinue its business, dissolve and liquidate after the EBT BTSG will grant ROFR, Call Option and Management Agreement and/or Sales Agency Agreement to U City on assets remaining at BTSG Property for sale (mostly sold out) Joint venture i.e. JV Sansiri, Property-related services Hospitality Projects and land banks under study Hospitality BENEFIT TO BTSG & U CITY U City becomes the dedicated property development and investment vehicle for BTSG As U City s current property business is limited to hotels and office rental, new assets to be acquired from Unicorn will allow U City to expand its revenue stream and serve larger base of customers International school, AHS Land banks Office buildings Other assets Office buildings More efficient resource allocation and better management of property business Consolidation of property opportunities in one vehicle allows for higher efficiency and economies of scale in each business Expected gain to BTS Group from restructuring transaction is approx. THB 2,000mn (after elim) upon transaction completion in 4Q 2017/18 Section 2: Business Update 18

19 Property Update Restructuring transaction structure UE Entire Business Transfer (EBT) U City Capital Increase U City Asset Divestment UE Subsidiary shares in companies Joint venture shares i.e. JV Sansiri, International school, AHS 1 EBT 35.64% Preferred shares issued to UE (PP) UE to transfer all selected assets and shareholder loans to U City in exchange for new shares (and warrants) in U City Assets value: THB 12,917mn (as of 30 Jun 2017) BTSG loan: THB 10,745mn (as of 30 Jun 2017) Value of preferred shares issued to UE (PP): THB 2,172mn RO Strategic Investor 35.64% Repayment of SH Loan PP RO U City Shareholder U City plans to repay all shareholder loan from BTSG (from EBT) with proceeds from capital increase Private Placement (PP) Preferred shares and warrants PP to Bangkok Bank (Strategic investor) Right Offering (RO) Preferred shares and warrants RO to all shareholders including strategic investor 2 RO Projects and land banks under study Phaya Thai Project Mochit Project Land banks Assets from EBT Subsidiary shares Joint venture shares Hospitality Hotel and hotel management Office rental Property for sale* Hotel Condominium Some land bank *Assets to be divested (value of approx. THB 3bn) Anantara Chiang Mai Resort and Spa AVANI Khon Kaen Hotel & Convention Centre Anantara Chiang Mai Serviced Suites Park Aran Boulevard Commercial Building Project Park Ramindra Condominium Land banks in Charansanitwong & Chonburi Land in Nakhon Ratchasima 3 #1 and #2 will be conditional upon each other voluntarily propose to shareholder for approval Note: - Certain assets under UE that will not be transferred to U City but will be transferred to BTSG prior to the transaction - To ensure sufficient funding, U City is currently securing bank facility in case of proceeds from PP and RO are lower than shareholder loans Section 2: Business Update 19

20 Property Update Key dates of restructuring transaction UE Entire Business Transfer (EBT) U City Capital Increase U City Asset Divestment 30 Oct 2017 Execute EBT Agreement 15 Nov 2017 U City EGM record date 4 Jan 2018 U City EGM for SHD approval 30 Oct 2017 Execute EBT Agreement 15 Nov 2017 U City EGM record date 4 Jan 2018 U City EGM for SHD approval 15 Nov 2017 U City EGM record date 4 Jan 2018 U City EGM for SHD approval 14 Mar 2018 EBT completion date 22 Jan 2018 BBL PP subscription date 26 Jan 2018 RO record date 5 9 Mar 2018 RO subscription period 14 Mar 2018 EBT completion date 16 Mar 2018 PP & RO warrants issuance date Preferred shares start trading on SET To be completed within end 2018 Execute asset divestment Section 2: Business Update 20

21 Property Update BTS-SIRI JV Project: The Line Jatujak Mochit 39% Transferred THE LINE JATUJAK MOCHIT Project Name The Line Jatujak Mochit Presale Period May 2015 Project Value (THB mn) 5,813 Units 841 Avg. price per sqm (THB) 181k Sold 97% Construction Progress Transfer Start Sep 2017 Est. Transfer Completion Foreign Participation May % Transferred Backlog THB 2,134mn THB 3,519mn Source: Section 2: Business Update 21

22 Services Update Man Food Holdings - JV between BTSG, Chef Man and Bangkok Ranch (BR) On 4 August 17, Chef Man added a new strategic JV partner, Bangkok Ranch (BR), a listed and leading purveyor of duck meat through a capital increase BR s extensive food processing expertise will enable Chef Man to scale-up its business domestically and internationally Currently, BR injected its investment which made shareholding in Man Food Holdings (MFH) be 41% : 41% : 18% between BTS Group : BR : Chef Man (BTS Group and BR have an option to increase stake up to 42.5% in Man Food Holdings. Expected final shareholding in Man Food Holdings of 42.5% : 42.5% : 15% between BTS Group : BR : Chef Man) Since 4 August 2017, four ChefMan Group s subsidiaries performances (MK, PK, KMJ and LC) were no longer be consolidated but treated as share of net profit/ (loss) from investment in Joint venture (MFH) instead. In 2Q 2017/18, THB 251mn gain was recognised from the changes in status from Chef Man Group s subsidiaries to jointly control entities under MFH. PRE-TRANSACTION CURRENT STRUCTURE BTSG ChefMan BR ChefMan BTSG 70% 30% 41% 18% 41% KMJ 51% Round Table (quick dining) PK Chair Man (quick dining) MFP Factory MK Chef Man (original) Man Kitchen (buffet) Man Food Holdings (MFH) 69% 31% Others PK MK KMJ MFP 69% LC LC Subsidiary M Krub (fine dining) JV Section 2: Business Update 22

23 Agenda Section 1 BTSG 2Q 2017/18 FINANCIAL PERFORMANCE Section 2 Section 3 BUSINESS UPDATES BTSGIF 2Q 2017/18 FINANCIAL PERFORMANCE (separate presentation) APPENDICES 23

24 Mass Transit Update Focused on new 6 lines; total length of 82.9km 303.0KM ONGOING PROJECTS PRIORITISED BY THE GOVERNMENT IN 6 YRS, 104.9KM UNDER CONSTRUCTION LINE ROUTE AUTHORISING BODY TARGETED OPERATE YEAR CONSTRUCTION PROGRESS No. of station BLUE HUA LAMPHONG - BANG KHAE MRTA 2020 UNDER CONSTRUCTION BLUE BANG SUE - THA PRA MRTA 2020 UNDER CONSTRUCTION BLUE BANG KHAE - BHUDHAMONTHON 4 MRTA PURPLE (SOUTHERN) TAO POON - RAT BURANA MRTA GREEN (SOUTHERN) BEARING - SAMUT PRAKARN BMA 2018 UNDER CONSTRUCTION GREEN (NORTHERN) MO CHIT - KHU KHOT BMA 2020 UNDER CONSTRUCTION PINK KHAE RAI MIN BURI MRTA Early YELLOW LAD PRAO SAM RONG MRTA Early GOLD (PHASE I) KRUNG THON BURI KLONG SAN BMA GREEN EXT. (WESTERN) BANG WA - TALING CHAN BMA DISTANCE (KM) LRT BANG NA - SUVARNABHUMI BMA GREY (PHASE I) WATCHARAPHON - THONG LO BMA km ORANGE (EASTERN) THAILAND CULTURAL CENTER - MIN BURI MRTA 2023 UNDER CONSTRUCTION ORANGE (WESTERN) TALING CHAN - THAILAND CULTURAL CENTER MRTA DARK RED BANG SUE - RANGSIT SRT 2021 UNDER CONSTRUCTION GREEN EXT. (NORTHERN) KHU KHOT - LUMLUKKA MRTA GREEN EXT. (SOUTHERN) SAMUT PRAKARN - BANGPU MRTA DARK RED BANG SUE HUA LUM PHONG SRT LIGHT RED BANG SUE PHAYATHAI MAKKASAN HUAMAK SRT TOTAL (KM) CORE AND EXTENSIONS TO OUR CURRENT LINES LINES CONNECTING TO OUR LINES Sources: Office of Transport and Traffic Policy and Planning, Mass Rapid Transit Authority of Thailand, Bangkok Metropolitan Administration, State Railway of Thailand, Ministry of Transport, Bangkok Expressway and Metro Public Company Limited (BEM), BTS Group Holdings Public Company Limited (BTS) Appendix 24

25 Mass Transit Update Progress of Other Targeted Lines LRT (18.3km) GREY PHASE I (16.3km) WESTERN GREEN (7km) ORANGE (39.6km) CURRENT STATUS: Awaiting EIA approval and cabinet s approval (The route already includes in the master plan and approved by CMLT/BMC) CURRENT STATUS: Awaiting EIA approval and cabinet s acknowledgment (The route already includes in the master plan and approved by CMLT/BMC) CURRENT STATUS: Awaiting EIA approval, BMC approval (CMLT already approved in the principle) CURRENT STATUS: Civil work (phase I - East) Bidding process - Done) 2017 Target civil work (phase II West) open bid MID 2018 Target concession bidding 2017 Expected bidding/ award 2023 Target operation year 2018 Expected bidding 2018 Expected O&M award GOLD (2.7km) CURRENT STATUS: KT is proactively finding contractor and operator 2022 Target operation year 2022 Target operation year 2020 Target operation year 2017 Expected O&M award 2019 Target operation year Appendix 25

26 BTS Group Update Share of Income / (Loss) from Investments in JV & Associates Amount (THB mn) 2Q 2017/18 2Q 2016/17 Share of income/ (loss) from investments in joint ventures ATS (AEON-rabbit) Bayswater (10.5) (32.0) BTS-SIRI JV Projects (28.3) Man Food Holdings (0.4) - Keystone Estate and Keystone Management Rabbit LINE Pay (20.3) (9.3) Total (66.3) Share of income/ (loss) from investments in associates Absolute Hotel Services (AHS) Aero Media BTSGIF Demo Power MACO s associates U City (335.9) (26.6) Total (80.5) Appendix 26

27 Post-restructuring : BTS Organisation Chart U City becomes the dedicated vehicle for BTS Group property development 1 Information based on book closure date on 4 Aug 17 with total issued shares = 11,940.4mn shares 2 BTSG holds 71.6% of VGI indirectly and directly 3 Revenue from the Company recorded under Services BU 41% Kanjanapas Family 1 32% Institutional Investors 27% Individual Investors MASS TRANSIT BUSINESS 97.46% Bangkok Mass Transit System PCL (BTSC) 33.33% BTS Rail Mass Transit Growth Infrastructure Fund (BTSGIF) 75% Northern Bangkok Monorail Co., Ltd. 75% Eastern Bangkok Monorail Co., Ltd. 51% VGI Advertising Media Co., Ltd. 888 Media Co., Ltd. Master Ad PCL Aero Media Group Co., Ltd. MEDIA BUSINESS 20.57% VGI Global Media PCL (VGI) 2 Point of View (POV) Media Group Co., Ltd. VGI Global Media (Malaysia) Sdn Bhd Demo Power (Thailand) Co., Ltd. The ICON VGI Co., Ltd. 40% 30.69% 4.73% 30% 25% 35.64% U City PCL The Community One Co., Ltd. The Community Two Co., Ltd. Kingkaew Assets Co., Ltd DNAL Co., Ltd. PROPERTY BUSINESS 51% Yongsu Co., Ltd. HHT Construction Co., Ltd. 3 Bayswater Co., Ltd. 41% 90% SERVICES BUSINESS Tanayong International Ltd. Man Food Products Co., Ltd. RB Services Co., Ltd. 51% 60% 80% Rabbit Rewards Co., Ltd. Bangkok Payment Solutions Co., Ltd. Man Food Holdings Co., Ltd. Primary Kitchen Co., Ltd. Man Kitchen Co., Ltd. 69% Little Corner Co., Ltd. KMJ Co., Ltd. BSS Holdings Co., Ltd. RabbitPay System Co., Ltd. Rabbit-Line Pay Co., Ltd. 51% ATS Rabbit Special Purpose Vehicle Co., Ltd. LEGEND Listed entities Subsidiaries Associates JVs 51% 51% 25% ASK Direct Group Co., Ltd. Rabbit Insurance Broker Co., Ltd. Rabbit Internet Co., Ltd. 49% 49% 90% Bangkok Smartcard System Co., Ltd. Appendix 27

28 Post-restructuring: U City Organisation Chart An integrated property developer along mass transit lines 35.64% U City PCL Kamkoong Property Co., Ltd Natural Hotel Panwa Co., Ltd Former UE subsidiaries and associates Natural Hotel Sukhumvit Co., Ltd 71.6% Natural Park Ville Co., Ltd One Co., Ltd Eleven Co., Ltd BTS Assets Co., Ltd Richee Property Co., Ltd Park Opera Co., Ltd Project Green Co., Ltd Prime Area 38 Co., Ltd Natural Real Estate Co., Ltd PrannaKiri Assets Co., Ltd Ratburana Property Co., Ltd Siam Paging and Communication Co., Ltd Keystone Management Co., Ltd Keystone Estate Co., Ltd Mak8 Co., Ltd Two Co., Ltd Three Co., Ltd Four Co., Ltd Twelve Co., Ltd Fourteen Co., Ltd Fifteen Co., Ltd Thirty Three Gracechurch 1 Limited Lombard Estate Holdings Limited LH Unit Trust Thirty Three Gracechurch 2 Limited Park Gourmet Co., Ltd Vienna House Capital GmbH Underwood Street Limited Tanayong Food and Beverage Co., Ltd Tanayong Property Management Co., Ltd Thana City Golf & Sports Club Co., Ltd Unison One Co., Ltd Nine Square Co., Ltd BTS Land Co., Ltd Muangthong Assets Co., Ltd Absolute Hotel Services Co., Ltd 75.47% Absolute Hotel Services (HK) Ltd 12.26% Tanayong Hong Kong Ltd. Five Co., Ltd Six Co., Ltd Seven Co., Ltd Eight Co., Ltd Nine Co., Ltd Nuvo Line Agency Co., Ltd. Sixteen Co., Ltd Seventeen Co., Ltd Eighteen Co., Ltd Nineteen Co., Ltd Twenty Co., Ltd Twenty One Co., Ltd Twenty Two Co., Ltd Hotel Office Alternative Residential Appendix 28

29 Property Restructuring Preferred Shares Terms: 7% dividend yield committed over 5 years TYPE preferred shares with specified dividend ISSUE DATE 5 March 2018 SPECIFIED DIVIDEND DIVIDEND ENTITLEMENT VOTING RIGHTS CONVERSION RIGHTS CONVERSION RATIO ALLOCATION NO. ISSUED SHARES THB per share per calendar year for 5 years at dividend rate dividend accumulates at the difference between specified dividend and actual dividend paid until fully paid 1 share : 1 vote after full payment of cumulative dividend or after 31 December 2027; 10 shares : 1 vote after 31 December 2022 preferred shares are convertible to ordinary shares on quarterly basis 1 preferred shares : 1 ordinary share to existing shareholders at the ratio of 5 existing shares : 4 new preferred shares up to 571,241,855,310 shares of which: up to 28,937,500,000 (offered to BBL) up to 472,239,839,180 (offered to existing shareholders) up to 70,064,516,130 (offered to UE) Appendix 29

30 Property Restructuring U-W3 & U-W4 Warrants Terms: Sweetener for preferred share issue TICKER U-W3 U-W4 TERMS 5 years 5 years ISSUE DATE upon completion of preferred shares offering upon completion of preferred shares offering EXPIRY DATE EXERCISE PERIOD 1 years from issuance date on a quarterly basis 1 years from issuance date on a quarterly basis EXERCISE RATIO 1 warrant : 1 ordinary share 1 warrant : 1 ordinary share EXERCISE PRICE THB 0.05 THB 0.06 ALLOCATION to preference shareholders at the ratio of 2 preferred shares : 1 warrant to preference shareholders at the ratio of 2 preferred shares : 1 warrant NO. ISSUED WARRANTS up to 49,501,008,065 warrants up to 236,119,919,590 warrants WARRANT PRICE - - TRADEABLE ON SET No Yes EXPECTED MAXIMUM PROCEEDS THB 2,475.1mn THB 14,167.2mn Appendix 30