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2 Table of Contents Invitation to the Extraordinary General Meeting of Shareholders No. 1/ Registration Form (Please bring this form on the meeting date) (Enclosure 1) Page Please see the document provided separately Copy of the Minutes of the 2016 Annual General Meeting of Shareholders held on July 22, 2016 (Enclosure 2) 10 Information Memorandum on the Acquisition of Assets Re: Entering into the Concession Contract for the MRT Pink Line Project (Khae Rai Min Buri) and the Concession Contract for the MRT Yellow Line Project (Lat Phrao Samrong) (Enclosure 3) 36 Report of the Independent Financial Advisor s Opinion on the Acquisition of Assets of BTS Group Holdings Public Company Limited (Enclosure 4) Please see the document provided separately Guidelines for Appointment of Proxy, Registration, Documents for Registration and Vote Casting and Counting and Meeting Procedures (Enclosure 5) 81 Proxy Form B. (Enclosure 6) Please see the document provided separately Profiles of Independent Directors for Appointment as Proxy and Definition of Independent Directors (Enclosure 7) 87 Articles of Association of the Company (Enclosure 8) 90 Map of the Meeting Venue (Enclosure 9) 96 Meeting Program 97

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4 on the Company s website. The details are as set out in Enclosure 2. The shareholders meeting is proposed to adopt the Minutes of the 2016 Annual General Meeting of Shareholders. Opinion of the Board of Directors: Remark: The Board of Directors considers that the Minutes of the 2016 Annual General Meeting of Shareholders held on July 22, 2016 has been correctly and completely recorded and deems it appropriate to propose to the shareholders meeting to adopt the said minutes. The resolution for this agenda item requires a simple majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base. Agenda Item 3 To consider and approve the submission of the proposals for the investment in the MRT Pink Line Project (Khae Rai Min Buri) and the MRT Yellow Line Project (Lat Phrao Samrong) (including the proposals relating to the extensions of the MRT Pink Line Project and the MRT Yellow Line Project) of the Company (under BSR Joint Venture) made to the Mass Rapid Transit Authority of Thailand; and the entering into the concession contract for the MRT Pink Line Project, including the extension of the MRT Pink Line Project, and the concession contract for the MRT Yellow Line Project, including the extension of the MRT Yellow Line Project, as well as other matters in relation thereto, with the MRTA The Company, Sino-Thai Engineering & Construction Public Company Limited ( STEC ), and Ratchaburi Electricity Generating Holding Public Company Limited ( RATCH ), under the name BSR Joint Venture, jointly submitted the proposals for the investment in the MRT Pink Line Project (Khae Rai Min Buri), including the proposal relating to the extension of the MRT Pink Line Project (the MRT Pink Line Project ) and the MRT Yellow Line Project (Lat Phrao Samrong), including the proposal relating to the extension of the MRT Yellow Line Project (the MRT Yellow Line Project ) to the Mass Rapid Transit Authority of Thailand (the MRTA ). Thereafter, the MRTA issued notification letters stating that BSR Joint Venture was the bidder who had proposed the best offers for the MRT Pink Line Project and the MRT Yellow Line Project. Currently, BSR Joint Venture is in the process of negotiating the concession contract for the MRT Pink Line Project (including the extension of the MRT Pink Line Project) and the concession contract for the MRT Yellow Line Project (including the extension of the MRT Yellow Line Project) with the MRTA. It is anticipated that the contracts will be executed within the second quarter of Notwithstanding the foregoing, BSR Joint Venture (by the joint venture companies to be established under the BSR Joint Venture Agreement) will enter into the concession contracts only after (1) the MRTA has been granted approval by the Cabinet to enter into the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project and (2) the Company has been granted approval by the shareholders meeting of the Company to enter into the concession contract for the MRT Pink Line Project (including the extension of the MRT Pink Line Project) and the concession contract for the MRT Yellow Line Project (including the extension of the MRT Yellow Line Project) with the MRTA. In furtherance of the above and in order for the Company to undertake any acts necessary for or in connection with the successful implementation of the MRT Pink Line Project and the MRT Yellow Line Project, the Board of Directors Meeting No. 2/2017 of the Company on February 10, 2017 resolved to approve the establishment by the Company 2

5 of the joint venture companies under the BSR Joint Venture Agreement (the JV Company or the JV Companies ). At the initial stage, it is expected that two JV Companies will be established and the shareholding ratios in the JV Companies among the Company, STEC, and RATCH will be 75 percent, 15 percent, and 10 percent, respectively. One of the JV Companies will enter into the concession contract for the MRT Pink Line Project (including the extension of the MRT Pink Line Project) (the Acquisition of the MRT Pink Line Project Concession ) and another JV Company will enter into the concession contract for the MRT Yellow Line Project (including the extension of the MRT Yellow Line Project) (the Acquisition of the MRT Yellow Line Project Concession ) with the MRTA, and to propose to the shareholders meeting of the Company to consider and approve as follows: (1) the submission of the proposals for the investment in the MRT Pink Line Project and the MRT Yellow Line Project (including the proposals relating to the extensions of the MRT Pink Line Project and the MRT Yellow Line Project) of the Company (under BSR Joint Venture) made to the MRTA, and the entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession by the JV Companies, as well as other matters in relation thereto, with the MRTA; and (2) the delegation of power to the Executive Committee, or any persons designated by the Executive Committee, to negotiate the concession contract for the MRT Pink Line Project, including the extension of the MRT Pink Line Project, and the concession contract for the MRT Yellow Line Project, including the extension of the MRT Yellow Line Project, as well as to carry out any other acts necessary for or in relation thereto on behalf of the JV Companies in order to successfully complete the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, by taking into consideration the appropriateness, benefits and the impacts on the Company and its shareholders. The concession contract of the MRT Pink Line Project and the concession contract of the MRT Yellow Line Project are concessions under the public-private partnership (PPP) net cost scheme with a term of 33 years and three months divided into two phases, i.e. Phase 1 design and construction of the civil works and supply of monorail systems with the implementation period of three years and three months; and Phase 2 train operation and maintenance services with the implementation period of 30 years. The public sector is responsible for the acquisition of land ownership whereas the JV Companies are responsible for the design, civil works, mechanical and electrical systems and rolling stock, including the operation and maintenance services of the straddle-type monorail system. In this regard, the JV Companies will receive a subsidy from the public sector for the civil works. The JV Companies as the concessionaires will (1) be responsible for the collection of revenues, which comprises fare-box revenues, parking fees, commercial development revenues, and other revenues derived from other commercial activities both inside and outside of the stations and facilities, the monorail systems, park & ride buildings, and walkways to other buildings connecting to the MRT Pink Line Project and the MRT Yellow Line Project; (2) agree to share the revenues with the MRTA throughout the term of the concession contracts for the MRT Pink Line Project and the MRT Yellow Line Project; and (3) agree to transfer the ownership of the Pink Line system and the Yellow Line system as well as the related assets procured and constructed by the JV Companies under the concession contracts for the MRT Pink Line Project and the MRT Yellow Line Project, such as the land, structures, rolling stock, connections to buildings and any related assets in connection with the implementation of the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project, to the MRTA. 3

6 Moreover, in submitting the aforementioned main proposals for the investment in the MRT Pink Line Project and the MRT Yellow Line Project, BSR Joint Venture also submitted additional proposals relating to the extension of the MRT Pink Line Project and the extension of the MRT Yellow Line Project to the MRTA as follows: Proposal to construct a spur-line from the MRT Pink Line Project to connect and provide train services from the MRT Pink Line Project station to the center of Muang Thong Thani, with a length of approximately 2.8 kilometers. The extension includes two stations, the first station being located at Impact Challenger Hall and the second station being located at the lake area in Muang Thong Thani; and Proposal to construct an extension of the MRT Yellow Line Project to the north, with a length of 2.6 kilometers, to connect with the MRT Green Line Extension (Mo Chit Sapan Mai Khu Khot) which is currently under construction. The extension includes two stations, the first station being located in the middle of the extended route and the second station being located before approaching Ratchayothin Intersection. In addition, BSR Joint Venture proposed to purchase the land in the area where the maintenance and repair depot for the MRT Yellow Line Project is to be constructed instead of the MRTA. BSR Joint Venture will grant the MRTA the right to use the maintenance and repair depot and will develop such area into a commercial property project, which will be a separate project from the MRT Yellow Line Project. It is estimated that the projected investment costs for the MRT Pink Line Project (including the extension of the MRT Pink Line Project) and the MRT Yellow Line Project (including the extension of the MRT Yellow Line Project) will be in the amount of approximately Baht 47,314,000,000 and Baht 46,404,000,000, respectively. As consideration for the rights granted under the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project, the JV Companies agree to share the revenues with the MRTA in the amount of approximately Baht 250,000,000 throughout the term of the concession contract for the MRT Pink Line Project and approximately Baht 250,000,000 throughout the term concession contract for the MRT Yellow Line Project. The timeline for the entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession can be summarized as follows: Main Proposals of the MRT Pink Line Project and the MRT Yellow Line Project Action Date of the Extraordinary General Meeting of Shareholders No. 1/2017 Date of entering into the contract Date of commencement of Phase 1 design and construction of the civil works April 3, 2017 Tentative Date Within the second quarter of 2017 (after the MRTA has been granted approval by the Cabinet to enter into the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project) After the entering into the contract and the MRTA has issued the Notice to Proceed with the implementation period of three years and three months 4

7 Action Date of commencement of Phase 2 train operation and maintenance services Tentative Date After the completion of Phase 1 and the MRTA has issued the Commissioning Certificate or the Substantial Commissioning Certificate with the implementation period of 30 years Additional Proposals of the MRT Pink Line Project and the MRT Yellow Line Project Action Date of the Extraordinary General Meeting of Shareholders No. 1/2017 Date of the entering into the contract Date of commencement of Phase 1 design and construction of the civil works Date of commencement of Phase 2 train operation and maintenance services April 3, 2017 Tentative Date Within the second quarter of 2017 (after obtaining the approval from the relevant government authorities as required by laws) After the entering into the contract and the MRTA has issued the Notice to Proceed with the projected implementation period of three years and three months After the completion of Phase 1 and the MRTA has issued the Commissioning Certificate or the Substantial Commissioning Certificate with the projected implementation period of 30 years The entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession is classified as an acquisition of assets pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E (2004) (as amended) (collectively, the Notifications on Acquisition and Disposal ), with a transaction value calculated based on the Total Value of Consideration Basis equivalent to percent. In addition, after combining the transaction value with other asset acquisition transactions of the Company occurring during the past six months prior to the entering into these transactions, the total transaction value calculated based on the Total Value of Consideration Basis is equivalent to percent. The calculation is based on the consolidated financial statements of the Company for the nine-month period ended December 31, Thus, the transactions constitute a Class 4 Transaction pursuant to the Notifications on Acquisition and Disposal, which is a transaction with the transaction value of 100 percent or more. However, the entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession falls under the exception of Clause 24 of the Notifications on Acquisition and Disposal namely, (1) the acquired business is in a similar line of business and supports the business of the Company, (2) the Company does not have a policy to make a major change in its main business, (3) after the acquisition of assets, the Company still has suitable qualifications for listing on the SET, and (4) there will be no material change in the composition of the Board of 5

8 Directors, shareholders or controlling persons of the Company. Therefore, the Company is not required to obtain the approval of the SET for entering into these transactions by submitting a request for listing of new securities to the SET. However, the Company still has the following duties: (1) disclose the information memorandum on the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession to the SET in accordance with the Notifications on Acquisition and Disposal, the details of which are as set out in the Information Memorandum on the Acquisition of Assets Re: Entering into the Concession Contract for the MRT Pink Line Project (Khae Rai Min Buri) and the Concession Contract for the MRT Yellow Line Project (Lat Phrao Samrong) in Enclosure 3; (2) arrange for a shareholders meeting of the Company in order to obtain approval on the entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, as well as other matters in relation thereto, whereby the resolution on the matter must be passed by votes of no less than three-fourths of the total votes cast by the shareholders attending the shareholders meeting and eligible to vote, excluding the votes cast by the interested shareholders; and (3) appoint an independent financial advisor (IFA) to provide opinion on the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, as well as to submit such opinion to the Office of the Securities and Exchange Commission (the SEC Office ), the SET, and the shareholders of the Company. In this regard, the Company has appointed Capital Plus Advisory Co., Ltd., a financial advisor whose name appears on the approved list of the SEC Office, as the independent financial advisor and the Report of the Independent Financial Advisor s Opinion on the Company s Acquisition of Assets is as set out in Enclosure 4. In this regard, the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession are not classified as connected transactions under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Entering into Related Parties Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E (2003) (as amended). Opinion of the Board of Directors: The Board of Directors has considered the feasibility and the appropriateness of the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, and resolved to approve such transactions. Additionally, the Board of Directors has deemed it appropriate to propose to the shareholders meeting to consider and approve (i) the submission of the proposals for the investment in the MRT Pink Line Project and the MRT Yellow Line Project (including the proposals relating to the extensions of the MRT Pink Line Project and the MRT Yellow Line Project) of the Company (under BSR Joint Venture) made to the MRTA, (ii) the entering into the Acquisition of the MRT Pink Line Project Concession, including the extension of the MRT Pink Line Project, and the Acquisition of the MRT Yellow Line Project Concession, including the extension of the MRT Yellow Line Project, as well as other matters in relation thereto, with the MRTA, and (iii) the delegation of power to the Executive Committee, or any persons designated by the 6

9 Executive Committee, to negotiate the concession contract for the MRT Pink Line Project, including the extension of the MRT Pink Line Project, and the concession contract for the MRT Yellow Line Project, including the extension of the MRT Yellow Line Project, as well as to carry out any other acts as aforementioned with the following reasons: 1) The Acquisition for the MRT Pink Line Project Concession and the Acquisition for the MRT Yellow Line Project Concession, which have a concession term of 30 years, will enable the Company to continuously operate its business until 2050 (the total of the implementation period of Phase 1 of three years and three months and the implementation period of Phase 2 of 30 years). 2) The Acquisition for the MRT Pink Line Project Concession and the Acquisition for the MRT Yellow Line Project Concession will provide another source of income for the Company because the Company will be the major shareholder holding 75 percent in each of the JV Companies, which are the concessionaires entitled to the exclusive rights for the collection of revenues, which comprises fare-box revenues, parking fees, and commercial development revenues for a term of 30 years under the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project. Considering that the potential routes of the MRT Pink Line Project and the MRT Yellow Line Project are connected to and accessible by other mass transit railways, this is likely to have a positive effect on the number of riders who will use the services of the aforementioned projects. 3) The MRT Pink Line Project and the MRT Yellow Line Project will increase the number of riders and generate revenues for the MRT Green Line Project. The MRT Pink Line Project includes a plan to construct an interchange station between the MRT Pink Line Project and the MRT Green Line Project (Mochit Sapan Mai). The MRT Yellow Line Project will be connected to the MRT Green Line Project (Bearing Samut Prakarn). As such, the MRT Pink Line Project and the MRT Yellow Line Project will assist in the transfer of commuters from the outer Bangkok areas to the inner Bangkok areas through the service of the MRT Green Line Project operated by Bangkok Mass Transit System Public Company Limited. 4) The Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession will support and enhance other businesses of BTS Group because the entering into the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project will grant the JV Companies the rights for commercial development and other commercial activities both inside and outside of the stations and the facilities, the monorail systems, park & ride buildings, and walkways to other buildings. This will support, enhance and create new business opportunities for 7

10 Remark: the existing media business and services business of BTS Group. In addition, the MRT Pink Line Project and the MRT Yellow Line Project can also enhance the opportunities for the property business of BTS Group in investing in new property development projects along the MRT routes. 5) The MRT Pink Line Project and the MRT Yellow Line Project serve as an extension of the country s mass rapid transit network. The projects will facilitate commuters, in particular, commuters in outer Bangkok areas and its vicinity and Nonthaburi Province, in enjoying convenient and quick rides to inner Bangkok areas. In addition, the projects will alleviate the traffic congestion problem in the areas accessible by the MRT Pink Line Project and the MRT Yellow Line Project. To ensure that the shareholders receive complete, reliable and sufficient information to make an informed decision, the shareholders should study the Report of the Independent Financial Advisor s Opinion on the Company s Acquisition of Assets thoroughly and consider any other pertinent information for their decision making. The resolution for this agenda item requires a vote of no less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, excluding votes cast by the shareholders having an interest in the matter, but including abstentions in the calculation base. Agenda Item 4 To consider other business (if any) According to Section 105 of the Public Limited Companies Act B.E (1992) (as amended), after the meeting of shareholders considers the agenda items as set out in the invitation, shareholders, individually or collectively holding not less than one-third of the Company s total issued shares, may propose that the meeting consider any matters other than those proposed in the invitation. In addition, the Company will provide the shareholders an opportunity to express their opinions or make any inquiries in relation to the Company in this Agenda 4. To promote the principles of good corporate governance and to allow the Extraordinary General Meeting of Shareholders No. 1/2017 to be conducted efficiently, the Company would like to invite the shareholders to submit questions that are relevant to the agenda items to be considered at the Extraordinary General Meeting of Shareholders No. 1/2017 in advance before the meeting date. In this regard, please send the questions together with the contact details, i.e., name, address, telephone number, and address (if any), to the Company via to CompanySecretary@btsgroup.co.th or via registered mail to the Company Secretary Office at the following address: BTS Group Holdings Public Company Limited Company Secretary Office TST Tower, 15 th Floor, 21 Soi Choei Phuang, Viphavadi-Rangsit Road Chomphon, Chatuchak, Bangkok, Thailand

11 The shareholders, whose names appeared on the shareholders register book on the record date of February 24, 2017, on which the names of the shareholders entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2017 were determined, and the book closure date of February 27, 2017 under Section 225 of the Securities and Exchange Act B.E (1992) (as amended), on which the names of the shareholders were collected and all transfers of shares were suspended, are cordially invited to attend the Extraordinary General Meeting of Shareholders No. 1/2017 on Monday April 3, 2017 at 2.00 p.m., at Bangkok Convention Centre (BCC Hall), 5 th Floor, Central Plaza Ladprao, No Phaholyothin Road, Chatuchak Subdistrict, Chatuchak District, Bangkok It is recommended that the shareholders study the registration procedure and prepare all documents that are required to be presented on the meeting date, as well as studying the vote casting and meeting procedures as set out in Enclosure 5. The Company will conduct the meeting in accordance with the meeting procedures and the Company s Articles of Association as per Enclosure 8. In addition, in order to protect the shareholders rights and interests, in the event that any shareholder is unable to attend the meeting and wishes to appoint an independent director of the Company as his/her proxy to attend the meeting and cast the votes on his/her behalf, the shareholder can appoint the Company s independent directors as per the details set out in Enclosure 7. In this regard, the Company encloses herewith Proxy Form B. as set forth in Enclosure 6 or the shareholders can also download Proxy Form A., Form B. or Form C. from the Company s website at The shareholders are kindly requested to submit the proxy forms and the supporting documents to the Company within Friday March 31, 2017 for the attention of the Company Secretary Office at the Company s address as detailed above. In order for the registration to attend the Extraordinary General Meeting of Shareholders No. 1/2017 to be carried out smoothly and efficiently, the shareholders and proxies can register to attend the meeting from p.m. onwards on the meeting date. Moreover, since the Company will use the barcode system for the registration and vote count at the meeting, the shareholders and proxies are requested to bring the Registration Form as per Enclosure 1 on the meeting date. Please be informed accordingly. Sincerely yours, BTS Group Holdings Public Company Limited -Mr. Keeree Kanjanapas- Chairman of the Board of Directors / Chairman of the Executive Committee Remarks: 1. The shareholders can download the Invitation to the Extraordinary General Meeting of Shareholders No. 1/2017 and its supporting documents from the Company s website at from March 1, 2017 onwards. 2. For more information on the Extraordinary General Meeting of Shareholders No. 1/2017, the shareholders may contact the officers of the Company Secretary Office at telephone Nos ext or

12 10 Enclosure 2

13 Member of the Advisory Board Present at the Meeting Professor Dr. Amorn Chandara-Somboon Executives Present at the Meeting Mr. Surayut Thavikulwat Mr. Daniel Ross Mrs. Duangkamol Chaichanakajorn Ms. Chawadee Rungruang Advisors Present at the Meeting Mr. Paradon Leosakul Ms. Thitapa Ruethaisavad Mr. Pornanan Kitjanawanchai Chairman of the Advisory Board Chief Financial Officer Chief Investment Officer Accounting Director Financial Controller Legal Advisor, The Capital Law Office Limited Legal Advisor, The Capital Law Office Limited Auditor, EY Office Limited The Secretary to the Meeting informed the Meeting about the general information regarding the capital and shares of the Company as of the book closure date of June 14, 2016, as follows: Registered Capital 63,715,644, Baht Divided into 15,928,911,087 shares Paid-up Capital 47,717,396, Baht Issued Shares 11,929,349,186 shares Par Value per Share 4 Baht The Company had a total of 78,926 shareholders, where 78,651 shareholders were Thai shareholders holding an aggregate of 10,278,193,515 shares, or representing 86.16% of the total issued shares of the Company, and 275 shareholders were foreign shareholders holding an aggregate of 1,651,155,671 shares, or representing 13.84% of the total issued shares of the Company. In addition, the Company had a total of 95,839,900 shares that had been repurchased under the share repurchase program for financial management purpose (treasury stocks), or equivalent to 0.80% of the total issued shares of the Company. Section 66/1 of the Public Limited Companies Act B.E (1992) (as amended) stated that the treasury stocks held by the Company shall not be counted to constitute the quorum of a meeting of shareholders and such shares shall carry no right to vote and to dividend payment. In this regard, the Company did not register those shares to attend the meeting. In this Meeting, there were 1,961 shareholders present in person and by proxy, holding an aggregate of 7,140,347,243 shares, or representing % of the total issued shares of the Company. A quorum was, therefore, duly formed according to the Company s Articles of Association, which stated that there must be no less than 25 shareholders attending a meeting in person and by proxy, and they must collectively hold no less than one-third of the total issued shares of the Company. After the commencement of the Meeting, there were additional shareholders present in person and by proxy. As a result, the number of shareholders attending the Meeting increased from the commencement of the Meeting to 2,193 shareholders holding altogether 7,169,347,814 shares, or representing % of the total issued shares of the Company. The Company had adjusted the number of votes of the shareholders attending 11 2

14 the Meeting on each agenda item to be in line with the actual attendance and the Company s good corporate governance practice. The Secretary to the Meeting further informed the Meeting that, on July 7, 2016, the Company allocated a total of 5,530,126 newly issued ordinary shares to accommodate the exercise of the Warrants to purchase the ordinary share of BTS Group Holdings Public Company Limited issued to the employees of the Company and its subsidiaries No. 1 (BTS-WA) (the BTS-WA Warrants ) under the BTS Group ESOP Scheme 2011 and Warrants to purchase the ordinary share of BTS Group Holdings Public Company Limited issued to the employees of the Company and its subsidiaries No. 2 (BTS-WB) (the BTS-WB Warrants ) under the BTS Group ESOP Scheme 2012 to the warrants holders. Thus, the Company s paid-up capital increased to Baht 47,739,517,248.00, divided into 11,934,879,312 issued shares at the par value of Baht 4 per share. The Secretary to the Meeting then informed the Meeting that in this Meeting, the Company would use the barcode system for the registration and vote count, and further informed the Meeting about the voting procedures and the vote count method as detailed in the Invitation to the Meeting. In addition, the Secretary to the Meeting advised the Meeting that prior to casting votes on each agenda item, the attendees would have an opportunity to make inquiries in relation to such agenda item as appropriate. In the event that an inquiry or an opinion was not directly related to the agenda item, the attendees were requested to make such an inquiry or give such an opinion during the agenda item To consider other business. The Secretary to the Meeting informed the Meeting that for this Meeting, the Company had given the shareholders an opportunity to submit questions prior to the Meeting to the Company Secretary Office. The Company had published an announcement of the same on the Stock Exchange of Thailand s website on June 21, 2016, and in the Invitation to the Meeting. A number of shareholders had submitted their questions in advance prior to the Meeting. The Company had gathered those questions and would provide answers to the same on the relevant agenda items. For the questions that were not directly related to any particular agenda item, the Company would provide answers during the agenda item To consider other business. The Secretary to the Meeting informed the Meeting that the Company had also invited the shareholders to propose agenda items in accordance with the Company s criteria in advance during the period from December 25, 2015 to March 31, 2016 as published on the Stock Exchange of Thailand s website and the Company s website on December 24, However, none of the shareholders had proposed any agenda item for the Meeting. The Secretary to the Meeting informed the Meeting that Ms. Thitapa Ruethaisavad, the representative from the Capital Law Office Limited, would witness the vote count, and, in order to promote the Company s good corporate governance, invited the minority shareholders to witness the vote count. Nonetheless, none of the shareholders had expressed their intention to witness the vote count of the Meeting. Mr. Keeree Kanjanapas, the Chairman of the Board of Directors and the Chairman of the Executive Committee, acted as the Chairman of the Meeting (the Chairman ), declared the Meeting open and proceeded to conduct the Meeting in accordance with the agenda items as specified in the Invitation to the Meeting as follows: Agenda Item 1 Message from the Chairman to the Meeting The Chairman welcomed all the shareholders to the Meeting and apologized for the delay in commencing the Meeting due to the electrical problem of the meeting venue and reported to the Meeting as follows. Although the domestic and international economy decelerated in the previous year, the Company s overall performance of 4 core businesses in the past fiscal year, i.e. mass transit business, media business, property business and services business, had a better performance than the previous year. The details of the performance of each business unit would be reported to the Meeting in Agenda Item

15 The Chairman further informed the Meeting that in May this year, the Company s was rated A with a stable outlook from Fitch Ratings (Thailand) Limited and TRIS Rating Company Limited, which was counted as another success of the Company. In this Meeting, in addition to the ordinary agenda items for the annual general meeting of shareholders, the Company would propose to the Meeting to consider and approve the issuance and offering of debentures of the Company in the amount of not exceeding Baht 30,000 million. The Chairman and the Board of Directors were confident that this year would be an important step and good timing for the Company to invest in the Government s rail mass transit projects for Thailand s infrastructure because the Company was ready both in terms of professional skill and strong financial position. The Company was interested in investing in all of the Government s projects, e.g., the Pink Line Project, the Yellow Line Project, the Grey Line Project, the Light Rail Train (LRT) Project, the Orange Line Project, etc. Moreover, the Company was also interested in participating in the trans-provincial railway project, freight train project and high-speed train project. Therefore, this was the time in which the Company would require funds to invest in the aforesaid projects. As for the corporate social responsibilities (CSR), the Group has a policy to operate the business for sustainable growth with the focus on participation in social, community, and environmental development. The Group has a program, named Next Station Happiness by BTS Group, which aims to provide assistance and sponsorship to underprivileged schools and communities in the remote and rural areas nationwide. The Group has conducted this program with sincere dedication and would like to share this good deeds to all shareholders. Moreover, the Chairman further informed the Meeting that the Company had been awarded the certification of membership of Thailand s Private Sector Collective Action Coalition Against Corruption on January 22, This agenda item was for acknowledgement and no casting of votes was required. ********************************************************************************************************************** After Agenda Item 1, the Chairman assigned the Secretary to the Meeting to conduct the Meeting from Agenda Item 2 onwards. Agenda Item 2 To consider and adopt the Minutes of the 2015 Annual General Meeting of Shareholders The Secretary to the Meeting informed the Meeting that the Company had prepared the Minutes of the 2015 Annual General Meeting of Shareholders held on July 24, 2015, and submitted a copy of the said minutes to the Stock Exchange of Thailand within 14 days from the meeting date and to the Ministry of Commerce within the period required by law, and publicized the same on the Company s website. The details were as shown on pages of the Invitation to the Meeting. The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to adopt the Minutes of the 2015 Annual General Meeting of Shareholders held July 24, 2015 as proposed, with a majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, the details of which were as follows: 13 4

16 Votes Number of Votes Percentage Approval 7,167,568, Disapproval Abstention 87,889 - Invalid Voting Cards Total (2,130 shareholders) 7,167,656,426 - ********************************************************************************************************************** Agenda Item 3 To consider and approve the report on the results of the Company s business operation for the fiscal year ended March 31, 2016 The Secretary to the Meeting invited the Chairman to report the details of this agenda item to the Meeting. The Chairman reported the results of the Company s business operation for the fiscal year ended March 31, 2016 as follows. In the past fiscal year, the Company s revenues from the mass transit business, media business, property business, and services business were in the proportion of 40%, 34%, 15%, and 12% respectively. The Group reported the annual performance of 2015/16 with the total revenue in the amount of Baht 10,065 million, increasing 24% YoY and the net profit attributable to equity holders in the amount Baht 4,141 million or equivalent to 41% YoY growth. Thereafter, the Chairman invited the executives who are in charge of each business unit to inform the Meeting of the performance of each business unit, which can be summarized as follows. Mass Transit Business: Mr. Surapong Laoha-Unya, the Executive Director and Chief Executive Officer of Bangkok Mass Transit System Public Company Limited ( BTSC ), reported to the Meeting that even though the overall economy of Thailand posted moderate GDP growth, the growth of mass transit business was better than its performance targets. In the previous year, the ridership increased by 6.3% and the fare of the core mass transit network increased by 8.9% YoY. The ridership during weekday of the past year recorded a new historical high of 877,000 trips per day. This year presented the mass transit business as well as its related businesses with many opportunities. The Group was interested to participate in the bidding or operating of the following projects: 1. Green Line Extension Project (Mo Chit-Saphan Mai-Khu Khot and Bearing-Samut Prakan): On March 28, 2016, the Mass Rapid Transit Authority of Thailand ( MRTA ) agreed to designate the Bangkok Metropolitan Administration ( BMA ) to operate the Green Line Extension Project for the convenience, safety and continuity of the transportation. The Group believed that it would be engaged as a service provider for the operation and maintenance service of this project in the near future. Thus, on May 23, 2016, BTSC had procured totaling 46 4-car trains in the total value of more than Baht 10,000 million, which was considered as the largest single order of trains in Thailand; 2. Light Green Line Project (Bang Wa-Borommaratchachonnani): The Government approved the BMA to operate this project, a mass transit project connected to BTS Bang Wa Station, which would extend to Taling Chan, with the total track length of approximately 7 kilometers. This project was under the process of environmental impact assessment; 14 5

17 3. Light Rail Train Project (LRT) (Bang Na-Suvarnabhumi): The Government approved the BMA to operate this project, a mass transit project connected to BTS SkyTrain at Bang Na intersection, which would end at Suvarnabhumi Airport, with the total track length of 15 kilometers. 4. Grey Line Project (Watcharaphon-Rama IX Bridge): The Government approved the BMA to operate this project having the route from Watcharaphon-Ekamai-Ramintra-Thonglor-Rama IV-Sathorn. This project would replace the route of the existing Bus Rapid Transit (BRT) Project and would end at Tha Phra intersection, with the total track length of approximately 20 kilometers. 5. Gold Line Project (Krung Thonburi-Prachadhipok): The Government approved the BMA to operate this project, a mass transit project connected to BTS Krung Thonburi-Charoen Nakhon-Khlong San Stations, which would end at Prachadhipok to connect with the Purple Line Project; 6. Pink Line Project (Khae Rai-Min Buri) and Yellow Line Project (Lad Prao-Samrong): The Government launched these projects by assigning the MRTA to open for tenders of the projects in the form of a public-private partnership. The tender documents was placed on sale on June 5, 2016 and the submission of the tenders for these 2 projects would be on November 7, The Group was confident that it would be the most potential bidder in these bidding. 7. Orange Line Project (Taling Chan-Min Buri): The Government assigned the MRTA to open for tenders of the civil works. It was expected that the service operation of the project would be opened for tenders in the beginning or mid of next year. Media Business: Mr. Surachet Bumrongsuk, the Chief Executive Officer of VGI Global Media Public Company Limited ( VGI ), reported to the Meeting that VGI had announced its strategy towards Nationwide Integrated Media Platform, which would allow VGI to expand its leadership in the media business to leap forward from a media company in the center of Bangkok to a Nationwide Integrated Media Platform within the next 2 years through 6 key media segments as follows: 1. Transit Media, which is the main media operated by VGI; 2. Office Building Media, which at present comprises over 160 office buildings under VGI management; 3. Outdoor Media, which VGI invests through Master Ad Public Company Limited ( MACO ), a company that has a billboard network covering 69 provinces in Thailand. VGI plans to use MACO as a channel to expand the media network to cover all provinces in Thailand; 4. Aviation Media, which VGI invests through 20% shareholding in AERO Media Group Company Limited ( AERO ). VGI also foresees the business opportunities to expand the aviation media network in addition to its shareholding in AERO; 5. Digital Media or Online Media, which VGI plans to use the database of Rabbit card holders to support VGI s media sale so that the media packages proposed by VGI will meet the customers needs and expectations more effectively; and 6. Activation, which means sampling distribution in department stores. Services Business: Ms. Ratchanee Saensinchai, the Accounting and Finance Director of BSS Holdings Co., Ltd., reported to the Meeting that in the previous fiscal year, the revenue from services business was in the amount of Baht 741 million, increasing 35% YoY. The number of Rabbit cards issued had increased from 3.7 million cards to 5.3 million cards in 2015/16, and it was expected to increase to 6.5 million cards in the next fiscal year. There were more than 3,000 stores accepting Rabbit cards, and it was expected to increase to 15 6

18 4,000 stores next year. At present, Rabbit Rewards program had over 2.2 million members, and it was expected to increase to 3 million members next year. The Group targeted Rabbit cards to be a part of the daily life, not only in Bangkok but also expanding to the provincial areas. In addition, in March this year, the Group had expanded its services business for online payment by launching the Rabbit-Line Pay Program. The launch of the Rabbit-Line Pay Program would assist the Group to provide convenient and secured online and offline payment platforms and would rapidly expand the customer base nationwide. Such program was expected to launch at the end of Property Business: Mr. Rangsin Kritalug, the Executive Director and Chief Operating Officer, reported to the Meeting that the Group had changed the property business investment strategy to the investment via, or joint venture with, other companies, which could be seen from (1) the swap of ordinary shares of the subsidiaries of the Company with the new ordinary shares of 35.64% and warrants to purchase the ordinary shares of U City Public Company Limited ( U City ). U City was expected to launch a property development project in the form of a mixed-use building with the total area of 120,000 square meter located adjacent to BTS Phayathai Station and Airport Rail Link Station; (2) the announcement of the partnership between the Company and Sansiri Public Company Limited ( Sansiri ) in the development of residential projects for sale located along the route of the mass transit system. In 2015/16, 3 condominium projects under the brand The Line were launched, i.e., The Line Jatujak - Mochit, The Line Sukhumvit 71 and The Line Ratchatewi. All projects were sold out, with the total project value of more than Baht 10,600 million. Moreover, in June this year, a new project, namely The Line Asoke Ratchada was launched with the project value of more than Baht 2,800 million and also sold out. It was expected that 4-5 additional projects would be launched in the fiscal year 2016/17; and (3) the joint investment between the Group and Grand Canal Land Public Company Limited through a joint venture company, namely Bayswater Co., Ltd. in purchasing a 48-rai plot of land on Phaholyothin Road, which located near the future Green Line Extension. Moreover, the Group also owned land banks awaiting development and other assets, which the Group believed to have an upside gain if there would be a co-investment with an appropriate business partner in the future. Details of the report on the results of the Company s business operation for the fiscal year ended March 31, 2016 were as shown under Section 4.4 Management Discussion & Analysis of the Annual Report 2015/16. The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. The shareholders expressed their opinions and made inquiries, and responses to the same were given, as summarized at the end of this agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to approve the report on the results of the Company s business operation for the fiscal year ended March 31, 2016 as proposed, with a majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 7,165,782, Disapproval Abstention 3,220,665 - Invalid Voting Cards Total (2,184 shareholders) 7,169,003,455 - ********************************************************************************************************************** 16 7

19 Agenda Item 3 Comments/Inquiries/Responses Inquiry Response Inquiry Response Inquiry Mr. Siriwat Worawetwuttikul, a shareholder, expressed his appreciation to the Board of Directors and the employees of the Company for the excellent performance, as well as the CSR projects of the Group, and further inquired about the reason why the Company jointly invested in property business with other companies, such as U City and Sansiri, as well as the vision and the future plan of the Company regarding the holding of 35.64% shares in U City. The Chairman responded that the Group s investment strategy in property business could be divided into 2 categories, namely (1) Property Development for Sale besides the property development projects currently operated by the Group, the Group also foresaw the opportunity to jointly invest with a partner who has expertise and is a leader in property development such as Sansiri. The Group believed that the business collaboration between the Group and Sansiri would benefit the property business of the Group, which could be seen from the 4 condominium projects under The Line brand that were sold out within a few days of the pre-sale period. Since these projects were currently in the investment period, the Group could not yet recognize the profit thereof. However, in the next 2 years, if these projects were completed and the ownership of the condominium units were transferred, the shareholders would surely see a satisfactory number from these projects; and (2) Property Development for Long-Term Benefit besides the existing property development for rent projects currently operated by the Group, the Group planned to expand and develop its commercial property business through the investment in U City. Since the Company owned high potential land plots and the development of which required a lot of investment fund, it would be easier to raise fund through a company listed in the Stock Exchange of Thailand. That was the reason why the Company sold all the shares in its subsidiaries which were the owners of such high potential land plots in exchange for the newly issued ordinary shares of U City. Not only did the Company recognize the profit of more than Baht 2,000 million from the sale of the shares in such subsidiaries, but it could also follow its investment strategy for the property development projects through the investment in U City. At present, the Company had an intention to invest through the shareholding in U City only. If the Company would involve in the business management of U City, it might require quite some times for the Company to equip itself with readiness in all aspects. Mr. Prasert Kaewduangtian, a shareholder, inquired that (1) the Group was engaged as a service provider for the operation and maintenance of the SkyTrain system by the BMA and received the annual service fee on a flat rate basis, if the number of passengers increased, what revenue or profit sharing would the Group receive; and (2) whether the Group planned to transfer the revenue from the operation and maintenance service of the Green Line Extension to the BTSGIF Fund. The Chairman responded that the Group received only the fee for the operation and maintenance service. The fares belonged to the BMA. Therefore, even if the number of passengers increased, the Group would still receive the fee at the same rate. As for the BTSGIF Fund, the Group was of the view that it should wait as more preparation was required. Mr. Suebsak Pipopmongkol, a shareholder, inquired about the disruptions of the SkyTrain service and the preventive guidelines in the future. 17 8

20 Response Inquiry Response Mr. Surapong Laoha-Unya responded that there were a few disruptions of the SkyTrain service in the past 2 months. BTSC solved the problem by adjusting the routes operation of BTS SkyTrain system but there was no stoppage of the service. Nevertheless, in overall, BTS SkyTrain system was still considered to be accurate and on time at the percentage of more than 99.5% which was in the good standard. Ms. Siriporn Kattapong, a shareholder, inquired about the financial statements on page 152 of the Annual Report that the long-term loans to the related parties of the Company increased to approximately Baht 8,000 million, while the Company received less interests, whether that was because the Company received the repayment of long-term loans to the related parties of more than Baht 1,000 million. Mr. Surayut Thavikulwat responded that the long-term loans to the related parties was the loan that the affiliated companies borrowed from the Company for the purpose of investment and business expansion. As for the decrease of interest income, since the Bank of Thailand reduced the interest rate, the yield investment that the Company received also decreased. In addition, the Company paid the dividends to the shareholders which resulted in the decrease of the Company s cash. Consequently, the Company received less interests accordingly. ********************************************************************************************************************** Agenda Item 4 To consider and approve the Company and its subsidiaries report and consolidated financial statements for the fiscal year ended March 31, 2016 The Secretary to the Meeting invited Mr. Surayut Thavikulwat, the Chief Financial Officer, to report the details of this agenda item to the Meeting. Mr. Surayut Thavikulwat reported to the Meeting the significant figures as stated in the Company and its subsidiaries report and consolidated financial statements for the fiscal year ended March 31, 2016 as follows: Consolidated Financial Statements Fiscal Year Ended March 31, Total Assets (Million Baht) 65,169 66,810 Total Liabilities (Million Baht) 18,252 14,798 Total Shareholders Equity (Million Baht) 46,917 52,012 Total Revenues (Million Baht) 10,065 8,126 Net Profit a portion attributable to equity holders of the Company (Million Baht) Earnings per Share (EPS) a portion attributable to equity holders of the Company (Baht/Share) ,141 2, In this regard, the details on the Company and its subsidiaries report and consolidated financial statements for the fiscal year ended March 31, 2016 were as shown under Section 6.2 Independent Auditor s Report, Section 6.3 Audited Financial Statements, and Section 6.4 Notes to the Consolidated Financial Statements of the Annual Report 2015/16. The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. The shareholders expressed their opinions and made inquiries, and responses to the same

21 were given, as summarized at the end of this agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to approve the Company and its subsidiaries report and consolidated financial statements for the fiscal year ended March 31, 2016 as proposed, with a majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 7,144,096, Disapproval 2, Abstention 25,210,059 - Invalid Voting Cards Total (2,186 shareholders) 7,169,309,355 - ********************************************************************************************************************** Agenda Item 4 Comments/Inquiries/Responses Inquiry Response Inquiry Response Suggestion Mr. Narit Suklert, a shareholder, asked about the meaning and rationale of Note 8 to the financial statements of the Company regarding Current Investments which stated that on July 1, 2015, BTSC transferred investments in domestic marketable equity securities held in the trading portfolio to the available-for-sale portfolio. Mr. Surayut Thavikulwat explained that such investments were the investments in trading securities. Given that the policy on trading investment had been changed to long-term investment, therefore, the investments had been transferred to another portfolio. Mr. Somsak Likitkanchanakul, a shareholder, asked about the financial statements on page 143 of the Annual Report regarding Unappropriated Retained Earnings under the Shareholders Equity topic that the separate financial statements had an unappropriated retained earnings in the amount of Baht 13,000 million and why the consolidated financial statements had an unappropriated retained earnings in the amount of minus Baht 5,500 million, which was more than the amount of the previous year of approximately minus Baht 2,200 million. Mr. Surayut Thavikulwat explained that the consolidated financial statements consolidated the operating results of all subsidiaries of the Group. Some subsidiaries might have accumulated deficit, mostly from U City, which according to the accounting requirement, the Company was required to include such deficit into the consolidated financial statements of the Company. Nonetheless, for the purpose of dividend payment, the Company would make the dividend payment from the retained earnings pursuant to the separate financial statements, which still has the balance in the retained earnings. Mr. Basant Kumar Dugar, a shareholder, expressed his opinion and provided suggestions which could be translated in summary as follows: (1) the operating EBITDA of the Company reduced from the previous year, while returns and profit increased. Therefore, the Company should ensure the growth of the operating figures from the previous year; (2) the free cash flow per share of the Company was minus Baht 0.11 because the Company s investment value was higher than the operating cash flow of the Company. In this regard, all parameters 19 10

22 should be taken into account together with the growth of the Company so as to have the financial discipline; and (3) the Company s profits, total revenue, and margin increased from the previous year. However, the net book value, the market capitalization and the shareholders equity of the Company did not grow in comparison with the previous year. Therefore, the Company should also pay more attention to the financial growth. Response The Chairman thanked the shareholder for the suggestions. ********************************************************************************************************************** Agenda Item 5 To consider and approve the dividend payment for the fiscal year ended March 31, 2016 The Secretary to the Meeting invited Mr. Surayut Thavikulwat, the Chief Financial Officer, to report the details of this agenda item to the Meeting. Mr. Surayut Thavikulwat reported to the Meeting the dividend payment for the fiscal year ended March 31, 2016 to the Meeting as follows. The Company has a policy to pay dividends at the rate of no less than 50% of the net profit after income tax in accordance with the separate financial statements where the Company will pay dividends in the following fiscal year by taking into consideration the cash flow from the business operation. The announcement of annual dividend payment must be approved by the Annual General Meeting of Shareholders. However, the Board of Directors may deem it appropriate to pay interim dividends should the Company have sufficient profit and working capital for the business operation after such interim dividend payment. In this regard, the Board of Directors has the responsibility to inform the shareholders of such payment in the subsequent shareholders meeting. The Board of Directors takes various factors into account when considering paying dividends to the shareholders, namely the Company s performance, liquidity, current cash flow, and financial status; regulations or conditions regarding dividend payment as set forth in the loan agreements, bonds, any contracts imposing liabilities on the Company, or other agreements or contracts that the Company is obliged to comply with; future business plan and capital investment requirement; and other factors as the Board of Directors deems appropriate. Moreover, the Company is subject to the Public Limited Companies Act B.E (1992) (as amended), which provides that the Company may not pay dividends should the Company still has accumulated deficit despite having net profit in such particular year. Additionally, the Public Limited Companies Act B.E (1992) (as amended) further requires that the Company sets aside at least 5% of the annual net profit after deducting accumulated deficit brought forward (if any) as a legal reserve until such legal reserve reaches at least 10% of the registered capital. In addition to the legal reserve, the Board of Directors may consider setting aside other types of reserves as it may deem appropriate. Pursuant to the Public Limited Companies Act B.E (1992) (as amended) and provided that there should be no material adverse change to the business operation or the financial conditions of the Company in these 3 fiscal years, namely the fiscal year ended March 31, 2014 March 31, 2016, the Company has a policy to pay dividends to the shareholders from its net profit and/or retained earnings in the following amounts: 1. No less than Baht 6,000 million for the fiscal year ended March 31, 2014; 2. No less than Baht 7,000 million for the fiscal year ended March 31, 2015; and 3. No less than Baht 8,000 million for the fiscal year ended March 31,

23 The Company s ability to pay dividends in the aggregate amount of no less than Baht 21,000 million in these 3 fiscal years will be supported by the operating profits and the extraordinary profits from the infrastructure fund transaction. Thereafter, Mr. Surayut Thavikulwat informed the Meeting that, according to the operating results and the financial position of the Company pursuant to the separate financial statements for the fiscal year ended March 31, 2016, the Company had a net profit in the amount of Baht 6,555.0 million and unappropriated retained earnings in the amount of Baht 13,229.9 million, and requested the Meeting to consider and approve the dividend payment at the rate of Baht 0.68 per share (68 Satang per share) or in the total amount of approximately Baht 8,047.6 million from such net profit and unappropriated retained earnings, which was in line with the Company s dividend payment policy. In addition, Mr. Surayut Thavikulwat requested the Meeting to acknowledge that the Company had made an interim dividend payment on February 5, 2016 at the rate of Baht 0.34 per share (34 Satang per share) or in the total amount of Baht 4,022.3 million to the shareholders, and set aside funds for the legal reserve in the amount of Baht million (equivalent to 5% of the annual net profit as required by law), and that the Meeting consider and approve a final dividend payment at the rate of Baht 0.34 per share (34 Satang per share) or in the total amount of approximately Baht 4,025.3 million. The Company would pay the final dividend to the shareholders of the Company whose names appeared in the shareholders register book on the record date of August 1, 2016, on which the names of the shareholders entitled to receive the dividend payment would be determined, and the book closure date of August 2, 2016 under Section 225 of the Securities and Exchange Act B.E (1992) (as amended), on which the names of the shareholders would be collected and all transfers of shares would be suspended, and set the dividend payment date on August 16, The details on tax credit claims on the final dividend by the individual shareholders under the criteria of Section 47 bis of the Revenue Code were as follows: (1) For the dividend of Baht per share (9.92 Satang per share), payable from the annual net profit of the Company that is subject to the corporate income tax at the rate of 20% of the net profit, individual shareholders are entitled to the tax credits equal to 20/80 times of the dividend received; and (2) For the dividend of Baht per share (24.08 Satang per share), payable from the annual net profit and the retained earnings of the Company that are exempted from the corporate income tax, individual shareholders cannot claim any tax credits from such amount of dividend. A comparison of the dividend payments in the 3 fiscal years is as follows: Items Net Profit (separate financial statements) Unappropriated Retained Earnings (separate financial statements) Number of Shares - Interim Dividend No. 1 - Interim Dividend No. 2 - Final Dividend Fiscal Year ended March 31, Baht 6,555.0 million Baht 3,535.3 million Baht 20,193.6 million Baht 13,229.9 million Baht 14,262.7 million Baht 17,877.3 million 11,833.5 million shares * - 11,839.0 million shares ** 11,823.4 million shares - 11,828.2 million shares 11,526.2 million shares 11,914.2 million shares 11,914.2 million shares 21 12

24 Items Total Dividend per Share - Interim Dividend No. 1 - Interim Dividend No. 2 - Final Dividend Fiscal Year ended March 31, Baht 0.60 per share Baht 0.30 per share - Baht 0.30 per share Baht 0.68 per share Baht 0.34 per share - Baht 0.34 per share Baht 0.60 per share Baht 0.19 per share Baht 0.20 per share Baht 0.21 per share Total Dividend Approx. Baht 8,047.6 million Baht 7,093.8 million Baht 7,072.8 million Dividend Payout Ratio 122.8% 200.7% 35.0% * 11,929.3 million total issued and paid up shares of the Company less 95.8 million repurchased shares under the Company s share repurchase program for financial management purpose. ** The shares under (*) above plus 5.5 million new ordinary shares issued upon the exercise of the BTS-WA Warrants in the amount of 0.7 million shares and the exercise of the BTS-WB Warrants in the amount of 4.8 million shares. Because the Company was able to determine the exact number of ordinary shares to be issued following the exercise of such Warrants on July 7, 2016, the Company had adjusted the information contained in the Invitation to the Meeting as follows: (1) Approx million shares was amended to read 11,839.0 million shares, (2) Approx. Baht 8,048.0 million was amended to read Approx. Baht 8,047.6 million, and (3) Approx % was amended to read 122.8%. The Company had also made an announcement of the foregoing on the website of the Stock Exchange of Thailand and distributed handouts containing the adjusted information to the shareholder on the day of the Meeting. The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. The shareholders expressed their opinions and made inquiries, and responses to the same were given, as summarized at the end of this agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to approve the dividend payment for the fiscal year ended March 31, 2016 from the net profit and unappropriated retained earnings at the rate of Baht 0.68 per share (68 Satang per share) or in the total amount of approximately Baht 8,047.6 million and the final dividend payment at the rate of Baht 0.34 per share (34 Satang per share) or in the total amount of approximately Baht 4,025.3 million to the shareholders of the Company as proposed, with a majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 7,169,258, Disapproval Abstention 86,615 - Invalid Voting Cards Total (2,188 shareholders) 7,169,345,112 - In addition, the Meeting acknowledged the interim dividend payment on February 5, 2016 at the rate of Baht 0.34 per share (34 Satang per share) or in the total amount of Baht 4,022.3 million and the allocation of funds as the legal reserve in the amount of Baht million as reported. ********************************************************************************************************************** 22 13

25 Agenda Item 5 Comments/Inquiries/Responses Inquiry Response Mr. Wicha Chokepongpan, a shareholder, asked about the dividend payment policy of the Company whether the Company would be able to make the dividend payment of Baht 9,000 million for the next fiscal year. The Chairman explained that the Company had the dividend payment policy of no less than Baht 6,000 million, Baht 7,000 million and Baht 8,000 million for the fiscal year ended March 31, 2014 March 31, 2016 because the Company had some profit from the sale of the net farebox revenue to the BTSGIF Fund. As informed earlier, this year was considered as an investment year of the Group. Therefore, the Company would be able to answer about the dividend payment policy to the shareholders when the Company knew of the investment direction for each project of the Group. ********************************************************************************************************************** Agenda Item 6 To determine the directors remuneration The Secretary to the Meeting informed the Meeting that the Board of Directors, through the Nomination and Remuneration Committee, had considered the directors remuneration by taking into account the Company s operating results, the size of the business, and the responsibilities of the directors in comparison with other companies listed on the Stock Exchange of Thailand with a similar market capitalization and other listed companies within the same industry and requested that the Meeting determine the directors remuneration for 2016 and the directors bonus for the fiscal year ended March 31, 2016 as follows: (1) Monetary Remuneration Fixed Remuneration To pay fixed remuneration for each position at the same rate as that of the previous year as follows: Monthly Remuneration Year 2016 Year 2015 Chairman of the Board of Directors Baht 60,000 / month Baht 60,000 / month Chairman of the Audit Committee Baht 50,000 / month Baht 50,000 / month Directors Baht 30,000 / person / month Baht 30,000 / person / month Meeting Allowance Year 2016 Year 2015 Directors None None Audit Committee Chairman of the Audit Committee Member of the Audit Committee Baht 20,000 / attendance Baht 20,000 / person / attendance Other Sub-Committees None None Baht 20,000 / attendance Baht 20,000 / person / attendance Directors Bonus In consideration of the Board of Directors performance for the fiscal year ended March 31, 2016, to determine the directors bonus in the amount of Baht 22.0 million where the directors bonus will be allocated among the directors after approval by the shareholders meeting

26 Such directors bonus is the same amount as that of the previous year. Fiscal Year Ended March 31, 2016 Fiscal Year Ended March 31, 2015 (2) Others Benefits -None- Baht 22.0 million Baht 22.0 million The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to approve the directors remuneration, both the fixed remuneration and the directors bonus as proposed, with a vote of not less than twothirds of the total number of votes of the shareholders attending the meeting, including abstentions in the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 7,110,935, Disapproval 36,094, Abstention 22,314, Invalid Voting Cards Total (2,188 shareholders) 7,169,345, ********************************************************************************************************************** Agenda Item 7 To consider the election of the directors to replace those who will retire by rotation The Secretary to the Meeting informed the Meeting that, according to the Public Limited Companies Act B.E (1992) (as amended) and Article 14. of the Company s Articles of Association, at least one-third of the total number of directors must retire by rotation at the Annual General Meeting of Shareholders in each year and if it should be impossible for the number of directors to be divided into three, the number nearest to onethird must retire and the retired directors would be eligible for re-election. At present, the Company has 14 directors in total. There were 5 directors who were due to retire by rotation at the 2016 Annual General Meeting of Shareholders, namely: Name Position (1) Mr. Keeree Kanjanapas Director (2) Dr. Paul Tong Director (3) Mr. Kong Chi Keung Director (4) Mr. Suchin Wanglee Independent Director (5) Mrs. Pichitra Mahaphon Independent Director The Secretary to the Meeting informed the Meeting that in order to be in line with the recommendations of the Thai Investors Association and the minority shareholders, the 5 directors who were due to retire by rotation temporarily left the meeting room during the consideration of this agenda item. Since the Chairman was one of 24 15

27 the directors who were due to retire by rotation, the Chairman therefore assigned Dr. Anat Arbhabhirama, the Director, to temporarily act on his behalf as the Chairman of the Meeting in this agenda item. After the 5 directors left the meeting room, Dr. Anat Arbhabhirama requested the Secretary to the Meeting to provide additional information on the agenda item. The Secretary to the Meeting informed the Meeting that the Nomination and Remuneration Committee (by the members of the Nomination and Remuneration Committee having no conflict of interest) had reviewed the qualifications of the 5 directors who were due to retire by rotation at the 2016 Annual General Meeting of Shareholders and viewed that these 5 persons had the knowledge, capability, experience, and skills that would be beneficial to the Company s operation; that they had full qualifications and did not have any prohibited characteristics under the Public Limited Companies Act B.E (1992) (as amended), the Securities and Exchange Act B.E (1992) (as amended), and the relevant regulations; and that the independent directors also possessed the qualifications in accordance with the Definition of Independent Director of the Company, which was more stringent than the minimum requirement of the Notifications of the Capital Market Supervisory Board. Therefore, the Meeting was requested to consider the re-election of these 5 persons as the Company s directors for another term of office. The profiles and work experience of these 5 persons and the Definition of Independent Director of the Company were as shown in the Invitation to the Meeting on pages The Secretary to the Meeting further informed the Meeting that, to promote compliance with the principles of good corporate governance, the Company presented an opportunity to one or more shareholders collectively holding a minimum of not less than 3% of the Company s total issued shares and continually holding such shares for at least 6 months to nominate candidates for election as directors at the 2016 Annual General Meeting of Shareholders during the period from December 25, 2015 to March 31, However, there were no shareholders nominating any candidates for election as directors of the Company. Furthermore, in compliance with the best practice guidelines for shareholders meetings of the Office of Securities and Exchange Commission and the Company s good corporate governance, the election of each director would be conducted individually, and all voting cards, whether approval, disapproval, or abstention, would be collected. The Secretary to the Meeting then requested the Meeting to pass a resolution to elect each director individually and also gave the Meeting an opportunity to express opinions and make inquiries about each director. However, no shareholder expressed any opinion or made any inquiry on the agenda item. Resolution: The Meeting considered and resolved to re-elect (1) Mr. Keeree Kanjanapas, (2) Dr. Paul Tong, (3) Mr. Kong Chi Keung (4) Mr. Suchin Wanglee and (5) Mrs. Pichitra Mahaphon, who were due to retire by rotation as the Company s directors for another term of office as proposed, with a majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, details of which were as follows: (1) Mr. Keeree Kanjanapas Votes Number of Votes Percentage Approval 7,104,173, Disapproval 42,125, Abstention 22,262,220 - Invalid Voting Cards 785, Total (2,190 shareholders) 7,169,346,

28 (2) Dr. Paul Tong Votes Number of Votes Percentage Approval 7,097,622, Disapproval 70,905, Abstention 817,820 - Invalid Voting Cards Total (2,190 shareholders) 7,169,346,356 - (3) Mr. Kong Chi Keung Votes Number of Votes Percentage Approval 6,793,179, Disapproval 368,321, Abstention 7,845,515 - Invalid Voting Cards Total (2,190 shareholders) 7,169,346,356 - (4) Mr. Suchin Wanglee Votes Number of Votes Percentage Approval 7,108,885, Disapproval 45,513, Abstention 14,934,820 - Invalid Voting Cards 13, Total (2,190 shareholders) 7,169,346,356 - (5) Mrs. Pichitra Mahaphon Votes Number of Votes Percentage Approval 7,152,117, Disapproval 16,394, Abstention 834,315 - Invalid Voting Cards Total (2,190 shareholders) 7,169,346,356 - ********************************************************************************************************************** Agenda Item 8 To consider and approve the appointment of auditors and determination of the audit fee for the fiscal year ending March 31, 2017 The Secretary to the Meeting informed the Meeting that, in compliance with Section 120 of the Public Limited Companies Act B.E (1992) (as amended), which required that auditors be appointed and audit fee be 26 17

29 determined at the Annual General Meeting of Shareholders every year, the Audit Committee had selected auditors in accordance with the criteria of the Public Limited Companies Act B.E (1992) (as amended) and the relevant Notifications of the Capital Market Supervisory Board. In this regard, the Audit Committee had reviewed the performance of the auditors of EY Office Limited for the previous year and viewed that the auditors of EY Office Limited were independent and qualified and that they had performed their duties responsibly. Therefore, the Meeting was requested to consider and approve the appointment of the auditors of EY Office Limited as the Company s auditors for the fiscal year ending March 31, 2017, where any of the following auditors will be authorized to review and give opinion on the Company s financial statements: (1) Mr. Narong Puntawong, Certified Public Accountant No (who has never signed the Company s financial statements), and/or (2) Mr. Supachai Phanyawattano, Certified Public Accountant No (who signed the Company s financial statements from the fiscal year ended March 31, 2004 to the fiscal year ended March 31, 2008), and/or (3) Miss Waraporn Prapasirikul, Certified Public Accountant No (who has never signed the Company s financial statements). None of the proposed auditors had any relationship with or any interest in the Company, subsidiaries, executives, major shareholders, or any related persons thereof, and, therefore, they were independent to audit and give opinion on the Company s financial statements. In addition, neither Mr. Narong Puntawong nor Miss Waraporn Prapasirikul had audited, reviewed, or given opinion on the Company s financial statements for 5 consecutive fiscal years. As for Mr. Supachai Phanyawattano, though he audited, reviewed, and gave opinions on the Company s financial statements for 5 consecutive fiscal years, he had ceased his role as the Company s auditor for more than 2 fiscal years. Therefore, all of the proposed auditors possessed the qualifications as required by the relevant Notifications of the Capital Market Supervisory Board. The profiles and work experience of the 3 auditors were as shown in the Invitation to the Meeting on pages Moreover, the Audit Committee had considered the proposed audit fee for the fiscal year ending March 31, 2017 and viewed that it was appropriate and suitable for the scope of audit. Therefore, the Meeting was requested to consider and determine the audit fee of the Company for the fiscal year ending March 31, 2017 in the amount of not exceeding Baht 4.05 million, an increase of Baht 0.35 million from the previous fiscal year due to the business expansion of the Company and its subsidiaries, which resulted in a significant increase in the number of subsidiaries and jointly controlled entities, that consequently affects the quantity of works and auditing period of the auditors. Details of the Company s audit fee in comparison with the previous year are as follows: Auditors Fee Fiscal Year ending March 31, 2017 (Baht) Fiscal Year ending March 31, 2016 (Baht) Annual audit fee 2,200,000 2,200,000 Fee for the review of quarterly financial statements 1,050, ,000 Fee for the review of consolidated financial statements 800, ,000 Total audit fees 4,050,000 3,700,000* * In 2015/16, the Company paid non-audit fee for the review on the valuation of shares and warrants of U City to EY Office Limited in the amount of Baht 0.4 million

30 The Secretary to the Meeting further informed the Meeting that the auditors from EY Office Limited would be the auditors of the subsidiaries of the Company for the fiscal year ending March 31, The preliminary audit fee for a total of 44 subsidiaries of the Company for the fiscal year ending March 31, 2017 would be in the amount of approximately Baht million. Details of the subsidiaries audit fee in comparison with the previous year are as follows: Fiscal Year Ending March 31, 2017 Fiscal Year Ended March 31, 2016 Baht million for a total of 44 subsidiaries Baht million for a total of 33 subsidiaries The preliminary audit fee of the subsidiaries for the fiscal year ending March 31, 2017 increases from the amount that the Company had notified through the website of the Stock Exchange of Thailand from Baht million to Baht million due to the acquisition of shares in MACO by VGI on May 31, 2016, which resulted in MACO and its subsidiaries becoming the subsidiaries of the Company. In this regard, the audit fee of MACO and its subsidiaries is the preliminary audit fee for the fiscal year ending December 31, The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. However, no shareholder expressed any opinion or made any inquiry on the agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to approve the appointment of the auditors of EY Office Limited as the Company s auditors for the fiscal year ending March 31, 2017, where any of the following auditors are authorized to review and give opinion on the Company s financial statements, namely, (1) Mr. Narong Puntawong, Certified Public Accountant No and/or (2) Mr. Supachai Phanyawattano, Certified Public Accountant No and/or (3) Miss Waraporn Prapasirikul, Certified Public Accountant No. 4579, and determine the audit fee of the Company for the fiscal year ending March 31, 2017 in the amount of not exceeding Baht 4.05 million as proposed, with a majority vote of the shareholders attending the meeting and casting their votes, excluding abstentions from the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 7,118,519, Disapproval 28,361, Abstention 22,466,021 - Invalid Voting Cards Total (2,192 shareholders) 7,169,347,387 - In addition, the Meeting acknowledged that the auditors from EY Office Limited would be the auditors of 44 subsidiaries of the Company for the fiscal year ending March 31, 2017 and the preliminary audit fee for the 44 subsidiaries of the Company for the fiscal year ending March 31, 2017 would be in the amount of approximately Baht million as reported. ********************************************************************************************************************** 28 19

31 Agenda Item 9 To consider and approve the issuance and offering of debentures of the Company The Secretary to the Meeting invited Mr. Surayut Thavikulwat, the Chief Financial Officer, to report the details of this agenda item to the Meeting. Mr. Surayut Thavikulwat informed the Meeting that in order to support the business expansions and operations and to refinance the Company s debts, the Meeting was requested to consider and approve the issuance and offering of debentures of the Company in the principal amount of not exceeding Baht 30,000 million (or the equivalent amount in any other currency). The preliminary details are as follows: Type : All types and kinds of debentures whether in bearer or name-registered form, subordinated or unsubordinated, with or without security, with or without the debentureholders representative, perpetual or with tenure, depending on the appropriateness of the market conditions at the time that each debenture is issued and offered. Currency : Baht or foreign currency by using the exchange rate at the time the debentures are issued and offered. Total Principal Value : Not exceeding Baht 30,000 million or the equivalent amount in any other currency. In this regard, the Company is able to issue and offer additional debentures and/or issue and offer debentures in place of the existing debentures which have been redeemed if the total principal amount of all outstanding debentures (including the principal amount of the debentures to be issued) at any time does not exceed the total principal value. Term of the Debenture : Not exceeding 15 years from the date of each issue except for perpetual bonds where there will be no specified term. Offering : (a) To offer once or several times, or as a project or on a revolving basis; and (b) To offer domestically and/or internationally, through a public offering or private placement (Institutional Investors, High Net Worth or specific investors), at the same time or at a different time (pursuant to the Notification of the Securities and Exchange Commission and/or the Office of the Securities and Exchange Commission or other related regulations which are in force at the time such debentures are issued and offered) and whether to offer for one type or several types in one time or several times. Interest Rate : Depending on the market conditions, or the terms and conditions of the debentures, pursuant to the Notification of the Securities and Exchange Commission and/or the Office of the Securities and Exchange Commission and/or other related regulations which are in force at the time the debentures are issued and offered. Call Redemption : The debentureholders and the Company may or may not have the right to redeem their debentures before the maturity date, depending on the terms and conditions of each issue of debentures. As well as the delegation of authority to the Board of Directors, the Executive Committee or any person(s) designated by the Board of Directors or the Executive Committee to undertake any actions for the utmost benefit of the Company and the shareholders, including but not limited to, the following matters: 29 20

32 (1) the determination on the details relevant to the issuance and offering of the debentures, including but not limited to, type, name, offering type, issued amount, security, currency, price per unit, interest rate, tenure, redemption period, early redemption, payment procedure of principal and interest, allotment, and offering details; (2) the appointment of financial advisor, underwriter, registrar, debentureholders representative, credit rating agency, trustee or any other person as required by the relevant regulations or in any other cases as the Company deems appropriate; and (3) the enter into negotiation, conclusion, execution, amendment of agreements or documentation as necessary and relating to the issuance and offering of the debentures, as well as to contact, provide information and submit documentation to the Office of the Securities and Exchange Commission and/or other agencies relating to the issuance and offering of such debentures, including to register such debentures with the Thai Bond Market Association or any other secondary markets and to have the power to take any actions relevant to or necessary for the transaction that is deemed appropriate. The Secretary to the Meeting gave the Meeting an opportunity to express opinions and make inquiries about the agenda item. The shareholders expressed their opinions and made inquiries, and responses to the same were given, as summarized at the end of this agenda item. The Secretary to the Meeting then requested the Meeting to pass a resolution on the agenda item. Resolution: The Meeting considered and resolved to approve the issuance and offering of debentures of the Company and the delegation of authority to the Board of Directors, the Executive Committee or any person(s) designated by the Board of Directors or the Executive Committee to determine the details relevant to the issuance and offering of the debentures and undertake any actions for the utmost benefit of the Company and the shareholders as proposed, with a vote of not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, including abstentions in the calculation base, details of which were as follows: Votes Number of Votes Percentage Approval 7,168,963, Disapproval 11, Abstention 373, Invalid Voting Cards Total (2,193 shareholders) 7,169,347, ********************************************************************************************************************** Agenda Item 9 Comments/Inquiries/Responses Inquiry Mr. Wicha Chokepongpan, a shareholder, asked (1) whether the Company planned to increase its registered capital. If the Company increased its registered capital, the share price might reduce from Baht 9 to Baht 7, (2) whether the purpose of the issuance and offering of debentures was to refinance the existing debts and if the Company combined the existing debts and the new debt, how much the total debts would be, and (3) when the Company would sell the repurchased shares for financial management purpose (treasury stocks) and whether the share price would drop if the Company sold such repurchased shares

33 Response Inquiry Response Inquiry Response Inquiry Response Suggestion The Chairman explained that the Company could not answer whether the Company would increase its registered capital. However, the Company had many other options for the source of fund, one of which was the issuance and offering of debentures. For the purpose of the issuance and offering of debentures, besides the refinance of the existing debts, the Company would use the proceeds to support the expansion of business and the operation of the Company, e.g., the preparation for the investment in electrical and maintenance (E&M) system of the Northern and Southern Green Line Extension, which the Company expected to be granted the rights to operate from the BMA in the near future. Nonetheless, if the Company had to increase its registered capital, the shareholders could be assured that such capital would be invested in good projects that would bring the utmost benefit to the shareholders and the Company. Mrs. Nongluck Thamaree, a shareholder, asked whether the Company would notify the shareholders if the Company issued and offered the debentures. The Chairman explained that, for the issuance and offering of debentures, the Company would need to proceed in compliance with the relevant rules and regulations, including submitting the registration statement and draft prospectus to the Office of the Securities and Exchange Commission. The details would be disclosed on the website thereof. Mr. Anu Wongsarnkij, a shareholder, asked (1) what the current debt to equity (D/E) ratio of the Company was, and whether the issuance and offering of debentures would increase the Company s debts. Based on the financial statements, the portion of the Company s loan increased, how much the Company planned to refinance its debts using the proceeds from the issuance of debentures and how much the financial costs would be after the repayment of such debts; and (2) what the interest rate of short-term loans was. Mr. Surayut Thavikulwat explained that the debt to equity (D/E) ratio of the Company was at 0.15 times, which was considered as a very low ratio. When considering cash and treasury assets deducted by the debts, the Company still had cash remaining of approximately Baht 10,000 million. As for the short-term loans, whether bank loan, promissory note (P/N) or bill of exchange (B/E), the average interest rates were approximately 3-4%. Mr. Somboon Euam-Areewong, a shareholder, asked (1) whether the purpose of the issuance and offering of debentures was to support the projects that the Company intended to participate in the future or the Company already had plans to use such proceeds, and (2) whether the issuance and offering of debentures would be able to cover all investments of the projects that the Company intended to participate, and what the Company s plan was if there were many projects open for bidding. The Chairman explained that the issuance and offering of debentures would support not only the current projects of the Company but also the investment in the rail mass transit projects in the future, e.g. the Pink Line Project. The Company might have to invest in the construction of the entire project first and to be reimbursed by the Government later. Should there be a need to invest in many projects, the Company might require to procure additional loans. Nonetheless, the Company would operate its business by taken into account the utmost benefit of the shareholders. Mr. Basant Kumar Dugar, a shareholder, expressed his opinion and provided suggestions which could be translated in summary as follows: (1) if the Company issued and offered debentures in foreign currency, the Company should consider the currency of the country which had negative interest policy, (2) the Company should consider the issuance and offering of perpetual debentures on a revolving basis, which would benefit the Company more 31 22

34 than other types of debentures, and (3) the Company should also consider other alternative fund-raising methods, besides the issuance of debentures, such as stock dividend payment or the issuance of newly issued ordinary shares. Response The Chairman thanked the shareholder for the suggestions. ********************************************************************************************************************** Agenda Item 10 To consider other business The Secretary to the Meeting informed the Meeting that pursuant to Section 105 of the Public Limited Companies Act B.E (1992) (as amended), after the Meeting had considered the agenda items as specified in the Invitation to the Meeting, any shareholders holding collectively one-third of the total issued shares of the Company may request that the Meeting consider other business other than those proposed in the Invitation to the Meeting. Nonetheless, no shareholders proposed any agenda item to the Meeting. Thereafter, the Chairman gave the Meeting an opportunity to express opinions and make additional inquiries. The shareholders expressed their opinions and made inquiries, and responses to the same were given, including responses to the questions submitted in advance prior to the Meeting in accordance with the criteria of the Company. The details were as summarized at the end of this agenda item. ********************************************************************************************************************** Agenda Item 10 Comments/Inquiries/Responses Inquiry Response Inquiry Response Acting Sub Lt. Prasert Sawadpong, a shareholder, suggested that there should be balustrades installed on the platform of the SkyTrain stations in the suburb area in order to prevent children and the blind from falling into the rail tracks, and further asked about the Company s construction plan of the SkyTrain stations as there are quite a lot of closely located stations on the route to Samut Prakarn Province. The Chairman thanked the shareholder for the suggestion and explained that the construction plan of each station was designated by the Office of Transport and Traffic Policy and Planning (OTP), not the Company. Mr. Anuwat Sarakij, a shareholder, asked (1) whether the operation and maintenance (O&M) contract between the BMA and BTSC would be terminated if the Office of Auditor General of Thailand (OAG) had audited it; and (2) why the information, cash balance and reward points in the Rabbit card that was lost could not be transferred to the new Rabbit card even if it had already been registered. The Chairman explained that the Group had signed such contract with Krungthep Thanakom Company Limited, which was duly assigned by the BMA to manage the operation and maintenance (O&M) service of the SkyTrains. The Company believed that such contract was legally executed. Ms. Ratchanee Saensinchai added that Rabbit cards were cash equivalent. Therefore, if the Rabbit cards were lost, the information, cash balance and reward points would be lost as well. Nonetheless, there were different types of Rabbit cards, for example, co-brand Rabbit cards with Bangkok Bank Public Company Limited, which had both debit cards and credit cards. If such cards were lost, the card owners could contact the bank to request for the issuance of new cards. The information, cash balance and reward points would remain the same

35 Suggestion Response Inquiry Response Inquiry Response Inquiry Mr. Kraiwan Katavanich, a shareholder, suggested that the Company use only one floor of the meeting venue, which would be more convenient for the evacuation of shareholders in the event of force majeure, such as fire incident. The Chairman thanked the shareholder for the suggestion. Mr. Somboon Euam-Areewong, a shareholder, asked (1) in order to participate in the various bidding of the rail mass transit projects, especially the Pink Line and the Yellow Line Projects, whether the Company was prepared or had any particular potential comparing to other competitors; (2) if the Government opened for tenders of various projects at the same time, would the Company have the capability to handle all projects at the same time; and (3) from the Management s perspective on the investment of each project, both financial aspect and construction and operational aspects, whether the Company would require any business alliances in any fields. The Chairman explained that the Group had set up budgets to conduct the feasibility study for the investment of each project. The Group had more information and readiness than other bidders because the Group directly operated the mass transit business. For public-private partnership project, the successful bidder would have to invest in the entire project by itself. As the Group was not a contractor, the Group would therefore need to establish a joint venture company or consortium with business alliances to enter in the bidding. Mr. Surapong Laoha-Unya further explained that the Group was at an advantage as the Group had studied each project in details for a long period of time. Therefore, the information on the investment cost should be correct and accurate. If the Group was able to tender at a low cost, the Group would have more chance to win the award. As the successful bidder would have to invest in the construction, the installation of the system and the service operation, the Group would then need to partner with business alliances having no conflict of interest. Besides the 16-year of professional skills and experiences, the Group s employees, in all positions, could share their knowledge with each other. The Group was also capable of maintaining and repairing the trains, mostly, by itself. As a result, the cost would be low and the Group should be able to compete with other bidders. Mr. Somboon Euam-Areewong, a shareholder, further asked about the media business that based on the explanation of VGI s Management on the strategy of Nationwide Integrated Media Platform, what the growth, revenue or profit in the future would be and what the main media platform would be. Mr. Surachet Bumrongsuk explained that, in general, the transit media and the office building media were the main media of VGI since such media had a strong targeted customer base. The media that VGI foresaw the potential growth in the future would be the outdoor media, which is through the investment in MACO. The outdoor media could be categorized into (1) street furniture, which most of them were installed in Bangkok and the vicinity area, and (2) billboard, which were installed in the provincial area covering all regions of Thailand. Following the opening of the ASEAN Economic Community (AEC), the spending of outdoor media budget was expanding to the provincial area, i.e. the growth increased from 5-10% to 30% of the outdoor media s budget. Moreover, another important segment of the media business was Activation. All these are called nationwide integrated network. Mr. Somboon Euam-Areewong, a shareholder, further asked (1) since the revenue of the services business increased by 35%, why the performance still showed losses, whether or not the services business made new investments and there were deduction of depreciation, 33 24

36 Response (2) what the growth trend of the services business would be in the future and which business would be the core business in the services business, and (3) whether the Company viewed that Rabbit cards could be used as common tickets with all types of mass transit systems. Mr. Surayut Thavikulwat explained that, at present, the services business were expanding and there were new investments occurred in both Rabbit cards related business and restaurant business, which would take some period of time to recognize the profit. Nonetheless, in general, if there were new investments, the amortization and depreciation would be in accordance with the time of usage, i.e. 3 years, 5 years and 10 years. And if it was a fixed asset, the amortization and depreciation would be 30 years. The Chairman explained that, in the near future, Rabbit cards would be the core business of the services business. Moreover, the Group foresaw the opportunities to invest in the restaurant business. At present, there was an expansion of the restaurant business and the launch of new branches under different brands, e.g. Chefman Restaurant, M Krub Restaurant, Chairman by Chefman Restaurant. The hotel management business also generated revenue to the Group having over 85% occupancy rate. In this regard, the Group believed that the performance of the services business would be better next year. As for the common ticketing, at present, the Government had a policy to issue the cards that would be applicable to all types of mass transit systems. Inquiry The Secretary to the Meeting informed the Meeting that Mr. Teerapath Apichatammarit (a shareholder who had submitted his questions in advance prior to the Meeting on July 12, 2016) asked the following questions: (1) why the Annual Report did not have the profiles of Mrs. Patchaneeya Pootme and Ms. Chayada Yodyingtammakul, and if they had resigned from the Company, what the reason was, and who currently held the Legal Director position, (2) whether the Company had any legal disputes that the Company paid a special attention to and why, (3) why the Company decided to sell VGI s shares to Templeton Fund and how it benefited the Company, (4) what factors that would make the Group and Sino-Thai Engineering and Construction Public Company Limited have more chance to win the bidding for the Pink Line Project, and (5) why the Company decided to establish KMJ 2016 Co., Ltd. as the subsidiary to engage in the food business. Response The Secretary to the Meeting responded that (1) due to the fact that the Company had reorganized the corporate structure in the previous fiscal year by adding the Chief Investment Officer position, which is currently held by Mr. Daniel Ross, the details of which were as shown on page 41 of the Annual Report. Therefore, under the definition of Executives of the Office of the Securities and Exchange Commission, the executives of the Company comprised of the first 4 executives after the Chief Executive Officer position and the persons holding the position of executives in accounting or finance departments, i.e. Mr. Kong Chi Keung (Deputy Chief Executive Officer), Mr. Rangsin Kritalug (Chief Operating Officer), Mr. Surayut Thavikulwat (Chief Financial Officer), Mr. Daniel Ross (Chief Investment Officer), Mrs. Duangkamol Chaichanakajorn (Accounting Director), and Ms. Chawadee Rungruang (Financial Controller). Mrs. Patchaneeya Pootme still holds the position of the Corporate Communications Director. However, Ms. Chayada Yodyingtammakul had resigned from the position of Legal Director and Company Secretary. At present, the Company had appointed Mr. Kosin Phimkitidej to hold the position of Legal Director and Ms. Taraket Thawornpanich to hold the position of Company Secretary; (2) the Company did not have any significant cases or legal disputes. For BTSC, there were some pending cases under the consideration of the court as disclosed in the notes to the financial statements but they were not significant cases; (3) Templeton Fund is a well-known fund that has a long-term investment policy and only 34 25

37 Suggestion Response invests in companies with potential growth. When Templeton Fund approached the Company, the Company foresaw the benefits and the advantages to have Templeton Fund as one of VGI s shareholders; (4) for this question, the answer was as Mr. Surapong Laoha-Unya had explained to the Meeting earlier; and (5) it was for the purpose of finding a business partner to invest in Chairman by Chefman restaurant at the Jas Ramintra branch. Basically, the Group spun off some assets of the restaurant into the joint venture company, in which the Company holds 51% shares and the partner who is the landlord of the Jas Ramintra holds 49% shares. Mr. Wicha Chokepongpan, a shareholder, suggested that the Company change the meeting venue to BCC Hall, Central Ladprao, which had a larger area and would be more convenient for the shareholders. The Chairman thanked the shareholders for the suggestion. ********************************************************************************************************************** No shareholder proposed any matter to the Meeting to consider. The Chairman then thanked the attendees and declared the Meeting adjourned at 5.00 p.m. Signed -Mr. Keeree Kanjanapas- Chairman of the Meeting Chairman of the Board of Directors and Chairman of the Executive Committee Signed -Ms. Taraket Thawornpanich- Secretary to the Meeting Company Secretary Minutes Taker 35 26

38 Enclosure 3 Information Memorandum on the Acquisition of Assets Re: Entering into the Concession Contract for the MRT Pink Line Project (Khae Rai Min Buri) and the Concession Contract for the MRT Yellow Line Project (Lat Phrao Samrong) On November 7, 2016, BTS Group Holdings Public Company Limited (the Company ), Sino-Thai Engineering & Construction Public Company Limited ( STEC ), and Ratchaburi Electricity Generating Holding Public Company Limited ( RATCH ), under the name BSR Joint Venture, jointly submitted the proposals for the investment in the MRT Pink Line Project (Khae Rai Min Buri), including the extension of the MRT Pink Line Project (the MRT Pink Line Project ) and the MRT Yellow Line Project (Lat Phrao Samrong), including the extension of the MRT Yellow Line Project (the MRT Yellow Line Project ) to the Mass Rapid Transit Authority of Thailand (the MRTA ). Thereafter, on December 14, 2016, the MRTA issued Letters Nos. MRTA 004/3227 and MRTA 004/3228 stating that BSR Joint Venture was the bidder who had proposed the best offers for the MRT Pink Line Project and the MRT Yellow Line Project. In furtherance of the above and in order for the Company to undertake any acts necessary for or in connection with the MRT Pink Line Project and the MRT Yellow Line Project, the Board of Directors Meeting No. 2/2017 of the Company on February 10, 2017 resolved to approve the establishment by the Company of the joint venture companies under the BSR Joint Venture Agreement (the JV Company or the JV Companies ). At the initial stage, it is expected that two JV Companies will be established and the shareholding ratios in the JV Companies among the Company, STEC, and RATCH will be 75 percent, 15 percent, and 10 percent, respectively. One of the JV Companies will enter into the concession contract for the MRT Pink Line Project, including the extension of the MRT Pink Line Project (the Acquisition of the MRT Pink Line Project Concession ) and another JV Company will enter into the concession contract for the MRT Yellow Line Project, including the extension of the MRT Yellow Line Project (the Acquisition of the MRT Yellow Line Project Concession ) with the MRTA. Notwithstanding the foregoing, both JV Companies will enter into the concession contracts only after (1) the MRTA has been granted approval by the Cabinet to enter into the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project and (2) the Company has been granted approval to enter into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession by the Extraordinary General Meeting of Shareholders of the Company. The entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession is classified as an acquisition of assets pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets, and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E (2004) (as amended) (collectively, the Notifications on Acquisition and Disposal ), with a transaction value calculated based on the Total Value of Consideration Basis equivalent to percent. In addition, after combining the transaction value with other asset acquisition transactions of the Company occurring during the past six months prior to the entering into this transaction, the total transaction value calculated based on the Total Value of Consideration Basis is equivalent to percent. The calculation is based on the consolidated financial statements of the Company for the nine-month period ended December 31, Thus, the transactions constitute a Class 4 Transaction pursuant to the Notifications on Acquisition and Disposal, which 36

39 is a transaction with the transaction value of 100 percent or more. However, the entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession falls under the exception of Clause 24 of the Notifications on Acquisition and Disposal as detailed below. (1) The acquired business is in a similar line of business and supports the business of the Company The Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession are in a similar line of business and support the business of the Company. The Company s businesses consist of 4 main businesses, namely mass transit business, media business, property business and services business. The Company operates its mass transit business through Bangkok Mass Transit System Public Company Limited ( BTSC ) (a subsidiary in which the Company holds percent) engaging as the service provider for the MRT Green Line Project as well as the extension thereof. The nature of business of the MRT Green Line Project is in a similar line of business as those of the MRT Pink Line Project (including the extension of the MRT Pink Line Project) and the MRT Yellow Line Project (including the extension of the MRT Yellow Line Project). In addition, the Company operates its media business through VGI Group, which comprises VGI Global Media Public Company Limited ( VGI ) (a subsidiary in which the Company holds directly percent and indirectly through BTSC percent) and its subsidiaries, providing media network services as well as commercial development and other commercial activities both inside and outside of the stations and the rolling stocks, etc. The Company also engages in services business which supports the core businesses of the Company and its subsidiaries. Therefore, the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession will support, enhance and create new business opportunities for the existing media business and services business of BTS Group. In addition, they will also enhance the opportunities for the property business of BTS Group in investing in new property development projects along the MRT routes. (2) The Company does not have a policy to make a major change in its main business The Company does not have a policy to change its main business. The Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, which have a concession term of 30 years, will enable the Company to continuously operates the mass transit business, which is its main business, further on; (3) The Company still has suitable qualifications for listing on the Stock Exchange of Thailand after the acquisition of assets The Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession are acquisitions of businesses that do not engage in any illegal activities. In addition, after the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, the Company still has suitable qualifications to maintain its listing status on the Stock Exchange of Thailand (the SET ), i.e. (a) the directors, executives and controlling persons of the Company have the required qualifications and do not have any prohibited characteristics or any characteristics indicating the lack of suitability to be trusted to manage a business whose shares are held by the public; (b) the Company has in place a good corporate governance system in which the independent directors and the Audit Committee have the required composition and qualifications as 37

40 prescribed; (c) the Company s auditor is on the approved list of the Office of the Securities and Exchange Commission (the SEC Office ); (d) the Company has in place a sufficient and appropriate internal control system; (e) the Company and its subsidiaries do not have any conflict of interest; (f) the Company maintains its free float requirement; and (g) the Company has set up a provident fund in accordance with the law governing provident funds. (4) There is no material change in the composition of the Board of Directors, shareholders, or controlling persons of the Company The Company has no material change in the composition of the Board of Directors, shareholders, or controlling persons of the Company. Currently, Mr. Keeree Kanjanapas Group, which holds percent of the total number of voting shares of the Company, is a major shareholder and a controlling person of the Company. After the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, Mr. Keeree Kanjanapas Group will remain as a major shareholder and a controlling person of the Company, and does not have a policy to change the members of the Board of Directors and the executives of the Company in the near future. Therefore, the Company is not required to obtain the approval of the SET for entering into these transactions by submitting a request for listing of new securities to the SET. However, the Company still has the following duties: (1) disclose the information memorandum on the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession to the SET in accordance with the Notifications on Acquisition and Disposal; (2) arrange for a shareholders meeting of the Company in order to obtain approval on the entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, as well as other matters in relation thereto, whereby the resolution on the matter must be passed by votes of no less than three-fourths of the total votes cast by the shareholders attending the shareholders meeting and eligible to vote, excluding the votes cast by the interested shareholders; and (3) appoint an independent financial advisor (IFA) to provide opinion on the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, as well as to submit such opinion to the SEC Office, the SET, and the shareholders of the Company. In this regard, the details of the information memorandum with regard to the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession are as follows. 1) Transaction Date The Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession will occur only after (1) the MRTA has been granted approval by the Cabinet to enter into the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project and (2) the Company has been granted approval to enter into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession by the Extraordinary General Meeting of Shareholders of the Company. BSR Joint Venture is currently in the process of negotiating the concession contract for the MRT Pink Line Project, including the extension of the MRT Pink Line Project, and the concession contract for the 38

41 MRT Yellow Line Project, including the extension of the MRT Yellow Line Project, with the MRTA, and it is anticipated that the contracts will be executed within the second quarter of ) Contractual parties and relationship with the Company 2.1) Acquisition of the MRT Pink Line Project Concession Grantor : The Mass Rapid Transit Authority of Thailand Concessionaire : The JV Company to be established under the BSR Joint Venture Agreement. The JV Company will be a subsidiary of the Company as 75 percent of its shares will be held by the Company, 15 percent by STEC, and 10 percent by RATCH. Relationship : The MRTA, STEC, and RATCH are not connected persons of the Company. 2.2) Acquisition of the MRT Yellow Line Project Concession Grantor : The Mass Rapid Transit Authority of Thailand Concessionaire : The JV Company to be established under the BSR Joint Venture Agreement. The JV Company will be a subsidiary of the Company as 75 percent of its shares will be held by the Company, 15 percent by STEC, and 10 percent by RATCH. Relationship : The MRTA, STEC, and RATCH are not connected persons of the Company. In this regard, the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession are not classified as connected transactions under the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Entering into Related Parties Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E (2003) (as amended). 3) General Characteristics and Transaction Value 3.1) Acquisition of the MRT Pink Line Project Concession (1) General Characteristics of the MRT Pink Line Project Concession Main Proposal The concession contract for the MRT Pink Line Project is a concession under the public-private partnership (PPP) net cost scheme with a term of 33 years and three months. The public sector is responsible for the acquisition of land ownership whereas the private sector (the JV Company) is responsible for the design, civil works, mechanical and electrical systems and rolling stock, including the operation and maintenance services of the straddle-type monorail system. In this regard, the private sector will receive a subsidy from the public sector for the civil works. 39

42 The JV Company will be responsible for the collection of revenues, which comprises fare-box revenues, parking fees, commercial development revenues, and revenues derived from other commercial activities both inside and outside of the stations and the facilities, the monorail system, park & ride buildings, and walkways to other buildings connecting to the MRT Pink Line Project for a term of 30 years from the date of issuance of the Commissioning Certificate or the Substantial Commissioning Certificate from the MRTA. As consideration for the rights granted under the concession contract for the MRT Pink Line Project, the JV Company agrees to share the revenues with the MRTA in the amount of approximately THB 250,000,000 (the Revenue Share for the MRT Pink Line Project ) throughout the term of the concession contract for the MRT Pink Line Project and agrees to transfer the ownership of the Pink Line system and its related assets procured and constructed by the JV Company under the concession contract for the MRT Pink Line Project, such as the land, structures, rolling stock, connecting walkways and other related assets in connection with the implementation of the concession contract for the MRT Pink Line Project, to the MRTA. Additional Proposal Extension of the MRT Pink Line Project In submitting the aforementioned main proposal for the investment in the MRT Pink Line Project, BSR Joint Venture also submitted an additional proposal relating to the extension of the MRT Pink Line Project to the MRTA. BSR Joint Venture proposed to construct a spur-line from the MRT Pink Line Project to connect and provide train services from the MRT Pink Line Project station to the center of Muang Thong Thani, with a length of approximately 2.8 kilometers. The extension includes two stations, the first station being located at Impact Challenger Hall and the second station being located at the lake area in Muang Thong Thani. BSR Joint Venture or the JV Company will be solely responsible for this investment and will, similar to the main proposal, transfer the ownership of the mass transit railway system and any related assets in connection with the extension of the MRT Pink Line Project procured and constructed by the JV Company under the concession contract for the MRT Pink Line Project to the MRTA. Status of the concession contract for the MRT Pink Line Project At present, BSR Joint Venture is in the process of negotiating the draft concession contract, as set out in the Terms of Reference, for the MRT Pink Line Project with the MRTA (the Draft Concession Contract for the MRT Pink Line Project ). The material issues are, among others, the following: (1) variation or change of works by the MRTA, (2) delay in the provision of land by the MRTA (these two issues may have an impact on the investment cost and the implementation of the works under the concession contract as well as the ability of the JV Company to perform its obligations under the concession contract and to collect revenues in the future), and (3) right of the MRTA to purchase the buildings and the mass transit railway system after the termination of the concession contract (which may have an impact on the investment of the JV Company and the overall performance of the Company). Therefore, the terms and conditions of the executed version of the concession contract for the MRT Pink Line Project may differ from the Draft Concession Contract for the MRT Pink Line 40

43 Project. For this purpose, the Company will propose to its shareholders meeting to delegate the power to the Executive Committee, or any persons designated by the Executive Committee, to negotiate the concession contract for the MRT Pink Line Project and the extension of the MRT Pink Line Project, as well as to carry out any other acts necessary for or in relation thereto on behalf of the JV Company in order to successfully complete the Acquisition of the MRT Pink Line Project Concession, by taking into consideration the appropriateness, benefits and the impacts on the Company and its shareholders. As BSR Joint Venture has submitted an additional proposal relating to the extension of the MRT Pink Line Project together with the main proposal for the investment in the MRT Pink Line Project to the MRTA, the Company anticipates that the terms and conditions of the extension of the MRT Pink Line Project will be included in the concession contract for the MRT Pink Line Project. However, if the negotiations for the extension of the MRT Pink Line Project are delayed, the Company may decide to enter into the concession contract for the MRT Pink Line Project with the MRTA first, without the details relating to the extension of the MRT Pink Line Project, if such action would be more beneficial to the Company. (2) Scope of work under the concession contract for the MRT Pink Line Project Main Proposal The key obligations of the JV Company as the concessionaire under the concession contract can be summarized as follows: Phase 1: Phase 2: Design and construction of the civil works, facilities, maintenance and repair depots, park & ride buildings and other buildings; relocation and/or reconstruction of public utilities under the concession contract for the MRT Pink Line Project; manufacture, supply, and installation of the mechanical and electrical equipment, monorail rolling stock, and other associated systems and computer programs for overall management and administration, including conducting system individual testing, integrated systems testing, and trial runs, as well as training and technology transfers. The implementation period of Phase 1 is three years and three months from the date on which the MRTA issues the Notice to Proceed, unless an extension is granted by the MRTA. The MRTA will issue the Notice to Proceed after the execution of the concession contract for the MRT Pink Line Project; and Train operation and provision of train services under the concession contract for the MRT Pink Line Project on a continual basis; fare collection; rescue operations; maintenance of the rolling stock for the MRT Pink Line; and improvement of related equipment and materials for the civil infrastructure and the system equipment, including recruitment of knowledgeable and experienced personnel and reserving supply of materials, equipment, and spare parts as necessary and sufficient for the implementation of the concession contract for the MRT Pink Line Project. The implementation period of Phase 2 is 41

44 30 years from the date of issuance of the Commissioning Certificate or the Substantial Commissioning Certificate from the MRTA. In this regard, the JV Company is required to furnish the following performance security to guarantee its performance under the concession contract for the MRT Pink Line Project with the MRTA: Performance Security for Phase 1: On the date of execution of the concession contract for the MRT Pink Line Project, the JV Company shall deliver to the MRTA a performance security in the form of a letter of guarantee issued by a financial institution(s) in the amount of THB 2,500,000,000. The MRTA shall return the performance security after the JV Company has completed all the works for Phase 1 and is ready to commence the commercial operation, and the MRTA has issued the Commissioning Certificate to the JV Company and the JV Company has delivered a performance security for Phase 2 to the MRTA in replacement of this performance security; Performance Security for Phase 2: On the date of issuance of the Commissioning Certificate by the MRTA and the commencement of the works for Phase 2, the JV Company shall deliver to the MRTA a new performance security in the amount of THB 750,000,000 and the MRTA shall return the performance security after the JV Company has been released from its obligations under the concession contract; and Undertaking by BSR Joint Venture: On the date of execution of the concession contract for the MRT Pink Line Project, the JV Company shall deliver to the MRTA a written undertaking issued by the Company, STEC, and RATCH under BSR Joint Venture, as the tenderer of the proposal for the investment in the MRT Pink Line Project, to warrant the performance and obligations of the JV Company under the concession contract. Such undertaking shall remain in effect throughout the period of the implementation of Phase 1 and Phase 2. Additional Proposal Extension of the MRT Pink Line Project The main duties of the JV Company as the concessionaire can be summarized as follows: Phase 1 Phase 2 Construction of a spur-line to connect and provide train services from the MRT Pink Line Project station to the center of Muang Thong Thani, with a length of approximately 2.8 kilometers. The extension includes two stations, the first station being located at Impact Challenger Hall and the second station being located at the lake area in Muang Thong Thani. Similar to the implementation period under the main proposal, it is expected that the implementation period of Phase 1 will be three years and three months from the date on which the MRTA issues the Notice to Proceed, unless an extension is granted by the MRTA. This is expected to be similar in nature to the scope of work under Phase 2 of the main proposal, with the implementation period being 30 years from the date of issuance of the Commissioning Certificate or the Substantial Commissioning Certificate from the MRTA. 42

45 (3) Transaction Value The Acquisition of the MRT Pink Line Project Concession constitutes an acquisition of asset pursuant to the Notifications on Acquisition and Disposal. In this regard, the Company has taken the estimated investment cost for the MRT Pink Line Project, including the extension and the Revenue Share of the MRT Pink Line Project, in the amount of approximately THB 47,564,000,000 in the calculation of the transaction value, which is equivalent to percent based on the Total Value of Consideration Basis. The calculation is based on the consolidated financial statements of the Company for the nine-month period ended December 31, 2016, and is detailed as follows: (a) Net Tangible Assets (NTA) Basis Not applicable as the transaction is an acquisition of concession for an MRT project. (b) Net Profit Basis Not applicable as the transaction is an acquisition of concession for an MRT project. (c) Total Value of Consideration Basis = Total value of consideration paid x 100 Total assets of the Company and its subsidiaries = 47,564,000,000 x ,091,428,000 = approximately percent (d) Value of Securities Basis Not applicable as there is no issuance of new securities. 3.2) Acquisition of the MRT Yellow Line Project Concession (1) General Characteristics of the MRT Yellow Line Project Concession Main Proposal The concession contract of the MRT Yellow Line Project is a concession under the public-private partnership (PPP) net cost scheme with a term of 33 years and three months. The public sector is responsible for the acquisition of land ownership whereas the private sector (the JV Company) is responsible for the design, civil works, mechanical and electrical systems and rolling stock, and the operation and maintenance services of the straddle-type monorail system. In this regard, the private sector will receive a subsidy from the public sector for the civil works. The JV Company will be responsible for the collection of revenues, which comprises fare-box revenues, parking fees, commercial development revenues, and revenues derived from other commercial activities both inside and outside of the stations and facilities, the monorail system, park & ride buildings, and walkways to other buildings connecting to the MRT Yellow Line 43

46 Project for a term of 30 years from the date of issuance of the Commissioning Certificate or the Substantial Commissioning Certificate from the MRTA. As consideration for the rights granted under the concession contract for the MRT Yellow Line Project, the JV Company agrees to share the revenues with the MRTA in the amount of approximately THB 250,000,000 (the Revenue Share for the MRT Yellow Line Project ) throughout the term of the concession contract for the MRT Yellow Line Project and agrees to transfer the ownership of the Yellow Line system and its related assets procured and constructed by the JV Company under the concession contract for the MRT Yellow Line Project, such as the land, structures, rolling stock, connecting walkways and other related assets in connection with the implementation of the concession contract for the MRT Yellow Line Project, to the MRTA. Additional Proposal Extension of the MRT Yellow Line Project In submitting the aforementioned main proposal for the investment in the MRT Yellow Line Project, BSR Joint Venture also submitted an additional proposal relating to the extension of the MRT Yellow Line Project to the MRTA. BSR Joint Venture proposed to construct an extension of the MRT Yellow Line Project to the north, with a length of 2.6 kilometers, to connect with the MRT Green Line Extension (Mo Chit Sapan Mai Khu Khot) which is currently under construction. The extension includes two stations, the first station being located in the middle of the extended route and the second station being located before approaching Ratchayothin Intersection. In this regard, BSR Joint Venture or JV Company will, similar to the main proposal, transfer the ownership of the mass transit railway system and any related assets in connection with the extension of the MRT Yellow Line Project procured and constructed by the JV Company under the concession contract for the MRT Yellow Line Project to the MRTA. At present, BSR Joint Venture is in the process of negotiating with the MRTA on the investment in this proposed extension. In addition, BSR Joint Venture proposed to purchase the land in the area where the maintenance and repair depot for the MRT Yellow Line Project is to be constructed instead of the MRTA, which will enable the MRTA to save on costs from the expropriation of this land. BSR Joint Venture or the JV Company will construct a multi-purpose building, comprising (1) a repair and maintenance depot, whereby BSR Joint Venture or JV Company will grant the MRTA the right to use this area; and (2) a commercial area, which BSR Joint Venture or the JV Company is entitled to develop and utilize for all commercial purposes (including the surrounding area of the repair and maintenance depot). In proposing to purchase the land for the MRTA, BTS Group has a plan to invest and develop such land (which may include other surrounding area) into a commercial property project, which will be a separate project from the MRT Yellow Line Project. Once there is an explicit conclusion on the investment in such property project, the Company will proceed in accordance with the requirements of the laws and the relevant regulations, including the Notifications on Acquisition and Disposal. 44

47 Status of the concession contract for the MRT Yellow Line Project At present, BSR Joint Venture is in the process of negotiating the draft concession contract, as set out in the Terms of Reference, for the MRT Yellow Line Project with the MRTA (the Draft Concession Contract for the MRT Yellow Line Project ). The material issues are, among others, the following: (1) variation or change of works by the MRTA, (2) delay in the provision of land by the MRTA (these two issues may have an impact on the investment cost and the implementation of the works under the concession contract as well as the ability of the JV Company to perform its obligations under the concession contract and to collect revenues in the future), and (3) right of the MRTA to purchase the buildings and the mass transit railway system after the termination of the concession contract (which may have an impact on the investment of the JV Company and the overall performance of the Company). Therefore, the terms and conditions of the executed version of the concession contract for the MRT Yellow Line Project may differ from the Draft Concession Contract for the MRT Yellow Line Project. For this purpose, the Company will propose to its shareholders meeting to delegate the power the Executive Committee, or any persons designated by the Executive Committee, to negotiate the concession contract for the MRT Yellow Line Project and the extension of the MRT Yellow Line Project, as well as to carry out any other acts necessary for or in relation thereto on behalf of the JV Company in order to successfully complete the Acquisition of the MRT Yellow Line Project Concession, by taking into consideration the appropriateness, benefits and the impacts on the Company and its shareholders. As BSR Joint Venture has submitted an additional proposal relating to the extension of the MRT Yellow Line Project together with the main proposal for the investment in the MRT Yellow Line Project to the MRTA, the Company anticipates that the terms and conditions of the extension of the MRT Yellow Line Project will be included in the concession contract for the MRT Yellow Line Project. However, if the negotiations for the extension of the MRT Yellow Line Project are delayed, the Company may decide to enter into the concession contract for the MRT Yellow Line Project with the MRTA first, without the details relating to the extension of the MRT Yellow Line Project, if such action would be more beneficial to the Company. (2) Scope of work under the concession contract for the MRT Yellow Line Project The key obligations of the JV Company as the concessionaire under the contract can be summarized as follows: Phase 1: Design and construction of the civil works, facilities, maintenance and repair depots, park & ride buildings and other buildings; relocation and/or reconstruction of public utilities under the concession contract for the MRT Yellow Line Project; manufacture, supply, and installation of the mechanical and electrical equipment, monorail rolling stock, and other associated systems and computer programs for overall management and administration, including conducting system individual testing, integrated systems testing, and trial runs, as well as training and technology transfers. The implementation period of 45

48 Phase 2: Phase 1 is three years and three months from the date on which the MRTA issues the Notice to Proceed, unless an extension is granted by the MRTA. The MRTA will issue the Notice to Proceed after the execution of the concession contract for the MRT Yellow Line Project; and Train operation and provision of train services under the concession contract for the MRT Yellow Line Project on a continual basis; fare collection; rescue operations; maintenance of the rolling stock for the MRT Yellow Line; and improvement of related equipment and materials for the civil infrastructure and the system equipment, including recruitment of knowledgeable and experienced personnel and reserving supply of materials, equipment, and spare parts as necessary and sufficient for the implementation of the concession contract for the MRT Yellow Line Project. The implementation period of Phase 2 is 30 years from the date of issuance of the Commissioning Certificate or the Substantial Commissioning Certificate from the MRTA. In this regard, the JV Company is required to furnish the following performance security to guarantee its performance under the concession contract for the MRT Yellow Line Project with the MRTA: Performance Security for Phase 1: On the date of execution of the concession contract for the MRT Yellow Line Project, the JV Company shall deliver to the MRTA a performance guarantee in the form of a letter of guarantee issued by a financial institution(s) in the amount of THB 2,500,000,000. The MRTA shall return the performance security after the JV Company has completed all the works for Phase 1 and is ready to commence the commercial operation, and the MRTA has issued the Commissioning Certificate to the JV Company and the JV Company has delivered a performance security for Phase 2 to the MRTA in replacement of this performance security; Performance Security for Phase 2: On the date of issuance of the Commissioning Certificate by the MRTA and the commencement of the works for Phase 2, the JV Company shall deliver to the MRTA a new performance security in the amount of THB 750,000,000 and the MRTA shall return the performance security after the JV Company has been released from its obligations under the concession contract; and Undertaking by BSR Joint Venture: On the date of execution of the concession contract for the MRT Yellow Line Project, the JV Company shall deliver to the MRTA a written undertaking issued by the Company, STEC, and RATCH under BSR Joint Venture, as the tenderer of the proposal for the investment in the MRT Yellow Line Project, to warrant the performance and obligations of the JV Company under the concession contract. Such undertaking shall remain in effect throughout the period of the implementation of Phase 1 and Phase 2. 46

49 Additional Proposal Extension of the MRT Yellow Line Project The main duties of the JV Company as the concessionaire can be summarized as follows: Phase 1 Phase 2 (3) Transaction Value Construction of the extension of the MRT Yellow Line Project to the north, with a length of 2.6 kilometers, to connect with the MRT Green Line Extension (Mo Chit Sapan Mai Khu Khot) which is currently under construction. The extension includes two stations, the first station being located in the middle of the extended route and the second station being located before approaching Ratchayothin Intersection. Similar to the implementation period under the main proposal, it is expected that the implementation period of Phase 1 will be three years and three months from the date on which the MRTA issues the Notice to Proceed, unless an extension is granted by the MRTA. This is expected to be similar in nature to the scope of work under Phase 2 of the main proposal, with the implementation period being 30 years from the date of issuance of the Commissioning Certificate or the Substantial Commissioning Certificate from the MRTA. The Acquisition of the MRT Yellow Line Project Concession constitutes an acquisition of asset pursuant to the Notifications on Acquisition and Disposal. In this regard, the Company has taken the estimated investment cost for the MRT Yellow Line Project, including the extension and the Revenue Share of the MRT Yellow Line Project, in the amount of approximately THB 46,654,000,000 in the calculation of the transaction value, which is equivalent to percent based on the Total Value of Consideration Basis. The calculation is based on the consolidated financial statements of the Company for the nine-month period ended December 31, 2016, and is detailed as follows: (a) Net Tangible Assets (NTA) Basis Not applicable as the transaction is an acquisition of concession for an MRT project. (b) Net Profit Basis Not applicable as the transaction is an acquisition of concession for an MRT project. (c) Total Value of Consideration Basis = Total value of consideration paid x 100 Total assets of the Company and its subsidiaries = 46,654,000,000 x ,091,428,000 = approximately percent (d) Value of Securities Basis Not applicable as there is no issuance of new securities. 47

50 Total Transaction Value After combining the transaction values of the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, the total transaction value calculated based on the Total Value of the Consideration Basis is percent. In addition, after combining such transaction values with other asset acquisition transactions of the Company occurring during the past six months prior to the entering into these transactions, the total transaction value calculated based on the Total Value of Consideration Basis is equivalent to percent. The calculation is based on the consolidated financial statements of the Company for the nine-month period ended December 31, Thus, the transactions constitute a Class 4 Transaction pursuant to the Notifications on Acquisition and Disposal, which is a transaction with the transaction value of 100 percent or more. However, the entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession falls under the exception of Clause 24 of the Notifications on Acquisition and Disposal namely, (1) the acquired business is in a similar line of business and supports the business of the Company, (2) the Company does not have a policy to make a major change in its main business, (3) after the acquisition of assets, the Company still has suitable qualifications for listing on the SET, and (4) there will be no material change in the composition of the Board of Directors, shareholders or controlling persons of the Company. The details are as mentioned above. Therefore, the Company is not required to obtain the approval of the SET for entering into these transactions by submitting a request for listing of new securities to the SET. 4) Details of assets to be acquired 4.1) Acquisition of the MRT Pink Line Project Concession The starting point of the MRT Pink Line Project connects to the MRT Purple Line Project (Bang Yai Bang Sue) in front of the Nonthaburi Government Complex on Rattanathibet Road. It then turns left at Khae Rai Intersection to Tiwanon Road and runs along Tiwanon Road. At Pak Kret Intersection, it turns right towards Chaeng Watthana Road, passing Lak Si Intersection where it will connect to the MRT Red Line Project. It then passes Phithak Ratthathammanun Monument where it connects to the MRT Green Line Project, and enters Ramintra Road until reaching Min Buri Intersection. The route continues along Sihaburanukit Road and turns left to go southwards, crossing over Khlong Sam Wa and Khlong Saen Saep. It then turns onto Ramkhamhaeng Road and crosses under the MRT Orange Line Project (Thailand Cultural Center Min Buri (Suwinthawong)) to enter Min Buri Station where there is an interchange station linking to the MRT Orange Line Project. The entire route is about 34.5 kilometers, with 30 stations, one maintenance and repair depot, and one park & ride building. In addition, BSR Joint Venture has submitted a proposal relating to the extension of the MRT Pink Line Project through a spur-line to connect and provide train services from the MRT Pink Line Project station to the center of Muang Thong Thani, with a length of approximately 2.8 kilometers. The extension includes two stations, the first station being located at Impact Challenger Hall and the second station being located at the lake area in Muang Thong Thani. This extension will extend from the Sri Rat Station (PK10). 48

51 4.2) Acquisition of the MRT Yellow Line Project Concession The starting point of the MRT Yellow Line Project is at the MRT Chaloem Ratchamongkhon Line (MRT Blue Line Project First Phase) interchange, Ratchada-Lat Phrao Intersection. It runs along Lat Phrao Road down to Bang Kapi Intersection. The route is then heading south, along Srinagarinda Road, where it will interchange with the MRT Orange Line Project at Lam Salee Intersection and continues further until it meets with the Airport Rail Link at Rama IX Intersection. It then runs along Srinagarinda Road, passing all the way to Phattanakan Intersection, Sri Nut Intersection, Sri Udomsuk Intersection, Sri Iam Intersection, and Sri Thepa Intersection. After then, the route continues westward along Thepha Rak Road, passing through the MRT Green Line Project (Bearing Samut Prakarn) with its destination located at Samrong Station. The entire route is about 30 kilometers, with 23 stations, one maintenance and repair depot, and one park & ride building. In addition, in order to enhance the connectivity with other MRT projects, BSR Joint Venture has submitted a proposal for an extension to the north, with a length of 2.6 kilometers, along Ratchadaphisek Road to end at Ratchayothin Intersection, where it will connect with the N10 Station (near Soi Phaholyothin 24) of the MRT Green Line Extension (Mo Chit Sapan Mai Khu Khot) which is currently under construction. The extension includes two stations, the first station being located in the middle of the extended route and the second station being located before approaching Ratchayothin Intersection, whereby a walkway will need to be constructed to connect to the N10 Station of the MRT Green Line Extension. 5) Total value of consideration and payment method 5.1) Acquisition of the MRT Pink Line Project Concession The total value of consideration for the Acquisition of the MRT Pink Line Project Concession comprises the estimated investment cost for the MRT Pink Line Project, including the extension, in the amount of approximately THB 47,314,000,000 and the Revenue Share of the MRT Pink Line Project in the amount of approximately THB 250,000,000, totaling approximately THB 47,564,000, ) Acquisition of the MRT Yellow Line Project Concession The total value of consideration for the Acquisition of the MRT Yellow Line Project Concession comprises the estimated investment cost for the MRT Yellow Line Project, including the extension, in the amount of approximately THB 46,404,000,000 and the Revenue Share of the MRT Yellow Line Project in the amount of approximately THB 250,000,000, totaling approximately THB 46,654,000,000. 6) Value of assets to be acquired The JV Companies are entitled to the exclusive rights to operate the MRT Pink Line Project and the MRT Yellow Line Project and to collect revenues, which comprises fare-box revenues, parking fees, and commercial development revenues, for a term of 30 years from the date of issuance of the Commissioning Certificate or the Substantial Commissioning Certificate from the MRTA, and agree to share the revenues with the MRTA in the amount of approximately THB 250,000,000 for the MRT Pink Line Project and approximately THB 250,000,000 for the MRT Yellow Line Project throughout the term of the concession contracts. 49

52 In addition, the JV Companies are entitled to the subsidies from the public sector in the amount of THB 22,500,000,000 for the civil works of the MRT Pink Line Project and THB 25,050,000,000 for the civil works of the MRT Yellow Line Project, totaling THB 47,550,000,000. The MRTA will gradually pay such subsidies to the JV Companies after the issuance of the Commissioning Certificate from the MRTA. The payment will be made on an annual basis within a period of not less than 10 years. The JV Companies will recognize such subsidies as receivables in the balance sheet and will gradually deduct the payment thereof according to the amount received from the MRTA. 7) Basis used to determine the value of consideration In determining the value of consideration for the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, the Company (under BSR Joint Venture) has taken into account the following: (1) the estimated investment cost for the MRT Pink Line Project and the MRT Yellow Line Project in accordance with the Terms of Reference of the MRTA, which includes but is not limited to (a) the costs of the design and construction of the civil works, facilities, maintenance and repair depots, park & ride buildings and other buildings; relocation and/or construction of public utilities under the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project; (b) the costs of the design, manufacture, procurement, supply, and installation of the mechanical and electrical equipment, including the supply of monorail rolling stock, other related systems, and maintenance equipment, including conducting integrated systems testing, trial runs, and training and maintenance; (c) consultancy fees for the MRTA and independent certification engineers; and (d) other expenses relating to the MRT Pink Line Project and the MRT Yellow Line Project, such as the acquisition of land or properties for use in the projects, preparation of reports on changes in the project descriptions, and environmental impact assessment report (if applicable); (2) the estimated investment cost of the extensions of the MRT Pink Line Project and the MRT Yellow Line Project; and (3) the Revenue Shares of the MRT Pink Line Project and the MRT Yellow Line Project payable to the MRTA throughout the term of the concession contracts. 8) Expected benefits for the Company (a) The Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, which have a concession term of 30 years, will enable the Company to continuously operate its business until 2050 (the total of the implementation period of Phase 1 of three years and three months and the implementation period of Phase 2 of 30 years). (b) (c) The Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession will provide another source of income for the Company because the Company will be the major shareholder holding 75 percent in each of the JV Companies, which are the concessionaires entitled to the exclusive rights for the collection of revenues, which comprises fare-box revenues, parking fees, and commercial development revenues for a term of 30 years under the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project. The MRT Pink Line Project and the MRT Yellow Line Project will increase the number of riders and generate revenues for the MRT Green Line Project. The MRT Pink Line Project includes a 50

53 (d) plan to construct an interchange station linking to the MRT Green Line Project (Mochit Sapan Mai) and the MRT Yellow Line Project will be connected to the MRT Green Line Project (Bearing Samut Prakarn). As such, the MRT Pink Line Project and the MRT Yellow Line Project will act as feeders and assist in the transfer of commuters from the outer Bangkok areas to the inner Bangkok areas through the service of the MRT Green Line Project operated by BTSC. The Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession will support and enhance other businesses of BTS Group because the entering into the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project will grant the JV Companies the rights for commercial development and other commercial activities both inside and outside of the stations and the facilities, the monorail systems, park & ride buildings, and walkways to other buildings. This will support, enhance and create new business opportunities for the existing media business and services business of BTS Group. In addition, the MRT Pink Line Project and MRT Yellow Line Project will also enhance the opportunities for the property business of BTS Group in investing in new property development projects along the MRT routes. 9) Source of funds It is expected that the source of funds for the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession will comprise the following: - Investment capital from the Company, STEC, and RATCH in proportion to their respective investments in each JV Company. In this regard, the Company shall invest in the amount of approximately THB 10,500,000,000 13,067,250,000 for the JV Company operating the MRT Pink Line Project and approximately THB 10,500,000,000 12,009,750,000 for the JV Company operating the MRT Yellow Line Project. The investment capital will be obtained from the Company s operating cash flow, loans from financial institutions and the debt capital market. - Loans secured from the financial institutions for both JV Companies in the amount of approximately THB 67,293,000,000, divided into approximately THB 33,356,000,000 for the JV Company operating the MRT Pink Line Project, and approximately THB 33,937,000,000 for the JV Company operating the MRT Yellow Line Project. The Company is currently in negotiations with the financial institutions. - Fund from Bangkok Land Public Company Limited. At this initial state, Bangkok Land Public Company Limited intends to support the construction costs of the extension of the MRT Pink Line Project to the center of Muang Thong Thani in the amount of approximately THB 1,250,000,000. The Company is currently in negotiations with Bangkok Land Public Company Limited as to the terms and conditions of the fund. 10) Opinion of the Board of Directors on the entering into the transactions The Board of Directors Meeting No. 2/2017 of the Company on February 10, 2017 resolved to approve, and to propose that the shareholders meeting of the Company consider and approve, (i) the submission of the proposals for the investment in the MRT Pink Line Project and the MRT Yellow Line Project (including the proposals relating to the extensions of the MRT Pink Line Project and the MRT Yellow Line Project) of the Company (under BSR Joint Venture) made to the MRTA, and (ii) the entering into the 51

54 Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession by the JV Companies, as well as other matters in relation thereto, with the MRTA, as the Board of Directors has considered the feasibility and the appropriateness of the aforementioned transactions, and is of the opinion that the transactions are reasonable and in the best interests of the Company and its shareholders due to the following reasons: (a) (b) (c) (d) (e) The Acquisition for the MRT Pink Line Project Concession and the Acquisition for the MRT Yellow Line Project Concession, which have a concession term of 30 years, will enable the Company to continuously operate its business until 2050 (the total of the implementation period of Phase 1 of three years and three months and the implementation period of Phase 2 of 30 years). The Acquisition for the MRT Pink Line Project Concession and the Acquisition for the MRT Yellow Line Project Concession will provide another source of income for the Company because the Company will be the major shareholder holding 75 percent in each of the JV Companies, which are the concessionaires entitled to the exclusive rights for the collection of revenues, which comprises fare-box revenues, parking fees, and commercial development revenues for a term of 30 years under the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project. Considering that the potential routes of the MRT Pink Line Project and the MRT Yellow Line Project are connected to and accessible by other mass transit railways, this is likely to have a positive effect on the number of riders who will use the services of the aforementioned projects. The MRT Pink Line Project and the MRT Yellow Line Project will increase the number of riders and generate revenues for the MRT Green Line Project. The MRT Pink Line Project includes a plan to construct an interchange station between the MRT Pink Line Project and the MRT Green Line Project (Mochit Sapan Mai). The MRT Yellow Line Project will be connected to the MRT Green Line Project (Bearing Samut Prakarn). As such, the MRT Pink Line Project and the MRT Yellow Line Project will assist in the transfer of commuters from the outer Bangkok areas to the inner Bangkok areas through the service of the MRT Green Line Project operated by BTSC. The Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession will support and enhance other businesses of BTS Group because the entering into the concession contract for the MRT Pink Line Project and the concession contract for the MRT Yellow Line Project will grant the JV Companies the rights for commercial development and other commercial activities both inside and outside of the stations and the facilities, the monorail systems, park & ride buildings, and walkways to other buildings. This will support, enhance and create new business opportunities for the existing media business and services business of BTS Group. In addition, the MRT Pink Line Project and MRT Yellow Line Project will also enhance the opportunities for the property business of BTS Group in investing in new property development projects along the MRT routes. The MRT Pink Line Project and the MRT Yellow Line Project serve as an extension of the country s mass rapid transit network. The projects will facilitate commuters, in particular, commuters in outer Bangkok areas and its vicinity and Nonthaburi Province, in enjoying convenient and quick rides to inner Bangkok areas. In addition, the projects will alleviate the 52

55 traffic congestion problem in the areas accessible by the MRT Pink Line Project and the MRT Yellow Line Project. In this regard, the Board of Directors has considered the risks that are material and may arise from the entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, which can be summarized as follows: (a) (b) (c) (d) Risk from the delay in the design and construction of civil works, as well as the supply, and installation of mechanical and electrical equipment and rolling stock: The JV Companies may have to contract third parties to perform the design and construction of the civil works and to supply and install the mechanical and electrical equipment and the rolling stock for the MRT Pink Line Project and the MRT Yellow Line Project. As such, the construction and the supply of related equipment and materials depend on the ability and capacity of such third parties. In the event that an incident arises that is beyond the control of the Company and/or the JV Companies, such incident may have an impact on the ability of the JV Companies to perform the obligations and may cause a delay in the implementation of the works under the concession contracts. Nevertheless, the Company (on behalf of the JV Companies) will use its best efforts to carefully select suppliers and/or contractors with appropriate experience, expertise as well as creditability, in order to ensure that the works and the obligations of the JV Companies under the concession contracts are completed within the specified period. Risk from the fluctuation or increase in investment cost: In operating the MRT Pink Line Project and the MRT Yellow Line Project, the JV Companies must bear the costs for the design and construction of the civil works, mechanical and electrical systems, rolling stock, as well as other operating costs, e.g. maintenance expenses, electricity costs, employees benefits and welfare. If the fluctuation of such costs is beyond the control of the Company and/or the JV Companies, it may have an adverse effect on the performance of the Company. Nevertheless, the Draft Concession Contract for the MRT Pink Line Project and the Draft Concession Contract for the MRT Yellow Line Project allow the JV Companies to adjust the fare rates when certain situation arises. Furthermore, based on BTS Group s 17 years of experience and expertise in the mass transit business operation, the Company (on behalf of the JV Companies) will use its best efforts to carefully manage the costs associated with the MRT Pink Line Project and the MRT Yellow Line Project in order to create the utmost benefits to the Company and its shareholders. Risk from the delay in the provision of land: The MRTA shall arrange for the ownership of land to be utilized by the JV Companies in the implementation of the MRT Pink Line Project and the MRT Yellow Line Project. In the event that the MRTA is unable to complete the expropriation and/or arrange for the ownership of such land to the JV Companies, such event may cause a delay in the implementation of the works under the concession contracts and may result in an increase in the costs associated with the MRT Pink Line Project and the MRT Yellow Line Project to be higher than the estimated investment cost. Risk from the termination of the concession contract of the MRT Pink Line Project and the MRT Yellow Line Project: Under the Draft Concession Contract for the MRT Pink Line Project and the Draft Concession Contract for the MRT Yellow Line Project, the MRTA has the right to 53

56 terminate the contracts in the event that the JV Companies are in any material breach of the contracts. In this regard, the MRTA has the right to purchase the buildings and the mass transit railway system (if any) of the projects that the MRTA considers useful and usable whether in whole or in part. In the event that the MRTA does not exercise the right to purchase any of the buildings or the mass transit railway system, the JV Companies may lose all or part of the investment from the entering into the transactions. Nevertheless, the Company (on behalf of the JV Companies) will use its best efforts to carefully perform the obligations under the concession contracts in order to prevent the occurrence of such event. 11) Opinions of the Audit Committee and/or the Directors that are different from those of the Board of Directors in Clause 10 None. 12) Responsibility of the Board of Directors in this Information Memorandum The Board of Directors is responsible for the information stated in this information memorandum and other documents distributed to the shareholders. The Board of Directors has verified the information proposed to them with due care and hereby certifies that the information stated in this information memorandum and other documents distributed to the shareholders is accurate, complete, and does not contain any false statements or omit any material information that should be disclosed or specified, and is not misleading in any material aspects. 13) Qualifications and Opinion of the Independent Financial Advisor The Company has appointed Capital Plus Advisory Co., Ltd., a financial advisor whose name appears on the approved list of the SEC Office, as the Independent Financial Advisor (IFA) of the Company to provide the shareholders with opinion on matters regarding the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession. Capital Plus Advisory Co., Ltd. does not hold shares in, nor has any relationship with, the Company, STEC, and RATCH. Capital Plus Advisory Co., Ltd. consents to publicize the Report of the Independent Financial Advisor s opinion on the Company s Acquisition of Assets dated February 15, In this regard, the Report of the Independent Financial Advisor s opinion on the Company s Acquisition of Assets is as set out in the enclosure of the Invitation to the Extraordinary General Meeting of Shareholders No. 1/2017, Enclosure 4. 14) Details of Liabilities 14.1) Total amount of debt instruments having been issued and unissued of the Company and its subsidiaries as of December 31, 2016 Issued debt instrument The 2016 Annual General Meeting of Shareholders of BTSC held on July 8, 2016 resolved to approve the issuance and offering of debentures of BTSC in the principal amount of not exceeding Baht 30,000 million (or the equivalent amount in any other currency) by means of offering once or several times, or as a project or on a revolving basis, and the delegation of the authority to BTSC s Board of Directors, the Executive Committee, or any person(s) designated by BTSC s Board of Directors or the Executive Committee to undertake any actions for the utmost benefit of BTSC and 54

57 its shareholders. As of December 31, 2016, BTSC has issued and offered debentures in the form of named certificates, unsubordinated, unsecured, and without the debentures representative, in the total amount of Baht 22,000 million. The details are as follows: 1) Debenture of Bangkok Mass Transit System Public Company Limited No. 1/2016, Series 1, due in 2019, in the amount of 5,500,000 units, with the par value of Baht 1,000 each, totaling Baht 5,500 million; 2) Debenture of Bangkok Mass Transit System Public Company Limited No. 1/2016, Series 2, due in 2021, in the amount of 2,200,000 units, with the par value of Baht 1,000 each, totaling Baht 2,200 million. 3) Debenture of Bangkok Mass Transit System Public Company Limited No. 1/2016, Series 3, due in 2023, in the amount of 4,100,000 units, with the par value of Baht 1,000 each, totaling Baht 4,100 million. 4) Debenture of Bangkok Mass Transit System Public Company Limited No. 1/2016, Series 4, due in 2026 with the issuer s rights of early redemption, in the amount of 10,200,000 units, with the par value of Baht 1,000 each, totaling Baht 10,200 million. The Board of Directors Meeting No. 7/2016 of the Company held on June 20, 2016 resolved to approve the Company to issue and offer the short term bills of exchange, in Thai Baht and in the form of name registered, which are securities under the Notification of the Securities and Exchange Commission, in the amount of not exceeding Baht 15,000 million (revolving basis) with a period not over 270 days. As of December 31, 2016, the Company has outstanding short term bills of exchange in the amount of Baht 12,930 million. Unissued debt instrument The 2016 Annual General Meeting of shareholders of the Company held on July 22, 2016 resolved to approve the issuance and offering of debentures of the Company in the principal amount of not exceeding Baht 30,000 million (or the equivalent amount in any other currency) by means of offering once or several times, or as a project or on a revolving basis, and the delegation of the authority to the Board of Directors, the Executive Committee, or any person(s) designated by the Board of Directors or the Executive Committee to undertake any actions for the utmost benefit of the Company and the shareholders. As of December 31, 2016, the Company has not yet issued or offered such debentures. 14.2) Total amount of term loans of the Company and its subsidiaries as of December 31, 2016 Type of Loan Amount (Baht million) Collateral Short-term loans from financial institutions None Bills of exchange payables 12, None Long-term loan None Long-term debentures 21, None 55

58 14.3) Total value of other liabilities, including overdrafts, of the Company and its subsidiaries as of December 31, 2016 Type of Liabilities Amount (Baht million) Trade and other payables 2, Advances received from cardholders Short-term loans from related parties 3.50 Long-term loan from related party 3.80 Creditors per rehabilitation plan Unearned revenues Fare box revenues awaiting transfer Income tax payable Provision 1, Other current liabilities Retention payable Provision for transaction under equity method of investment in joint ventures Provision for long-term employee benefits Deferred tax liabilities 2, Other non-current liabilities ) Contingent Liabilities as at December 31, 2016 The Company and its subsidiaries have no additional liabilities apart from those disclosed in the notes to the interim financial statements ended December 31, 2016 (Note 31). 15) Information of the Company 15.1) Nature of business operation The Company s businesses consist of 4 main businesses, namely mass transit business, media business, property business and services business detailed as follows: Mass Transit Business is the Company s key business to which BTSC is granted a concession by the Bangkok Metropolitan Administration (the BMA ) in 1992 to operate the MRT Green Line Project (core line), the first SkyTrain in Bangkok, covering Sukhumvit Line and Silom Line, with a total length of 23.5 kilometers for a period of 30 years. The concession contract will expire on December 4, In addition, BTSC was contracted by Krungthep Thanakom Co., Ltd. ( Krungthep Thanakom ) to operate and provide maintenance service for the MRT Green Line Extension, which comprises (1) Silom Line Extension Part 1 (Saphan Taksin Wongwian Yai) with the length of 2.2 kilometers, (2) Sukhumvit Line Extension (On Nut Bearing) with the length of 5.25 kilometers, and (3) Silom Line Extension Part 2 (Wongwian Yai Bangwa) with the length of 5.3 kilometers. In aggregate, the 56

59 total length of BTS SkyTrain is kilometers with a total of 34 stations (including interchange stations). Furthermore, BTSC was contracted by Krungthep Thanakom to operate the Bus Rapid Transit (BRT) service since May 29, On April 17, 2013, BTSC sold its future net fare-box revenue of the MRT Green Line Project (core line) with a total length of 23.5 kilometers to BTS Rail Mass Transit Growth Infrastructure Fund ( BTSGIF ). The Company has subscribed for and become a unit holder of 1/3 (33.33 per cent) of the total investment units in BTSGIF. Media Business is operated by VGI Group, which its main business is providing media network services with the main focus on lifestyle media. VGI Group s media network can be categorized into (1) BTS-related media, (2) outdoor media and (3) media in office buildings and other media businesses, i.e. media on the BRT buses, media on Chulalongkorn University s shuttle bus system as well as selling agent service for out-of-home media space (for example, street furniture on major roads and residential media inside condominiums). Apart from the aforementioned media businesses, VGI Group also engages in other businesses to generate additional incomes, such as production services of static media and commercial spot of multimedia advertising. In addition, VGI Group has expanded its media network to other big provinces, including expanding its business in ASEAN countries. Property Business of BTS Group is divided into (1) property development for sale business, which is operated through a joint venture with Sansiri Public Company Limited ( SIRI ) under the Strategic Alliance Framework Agreement and (2) property development for long term benefit business, which consists of projects operated by BTS Group and projects operated through the investment in other companies, such as the investment in common stock of U City Public Company Limited ( U City ) and the investment with Grand Canal Land Public Company Limited to set up a joint venture company named Bayswater Co., Ltd. ( Bayswater ), in order to increase its competitiveness in the property market as well as to maximize operational efficiency. Services Business supports the core businesses of the Company and its subsidiaries and is operated by Rabbit Group, comprising of Bangkok Smartcard System Co., Ltd., BSS Holdings Co., Ltd., and subsidiaries of BSS Holdings Co., Ltd. Rabbit Group provides the services of payment managing system, automatic gate controlling system, and sale of card reader equipment, as well as providing e-money service for both offline channel under the name rabbit and online channel under the name rabbit-line Pay. At present, rabbit card can be used on BTS SkyTrain system, BRT bus system and other mass transit networks in the future. In addition, the holders of rabbit cards and rabbit-line Pay accounts can use the rabbit cards and Rabbit-LINE Pay accounts to purchase the products and services from the retail partners. Rabbit Group also provides web portal service under the name Rabbit Daily, insurance brokerage and online insurance comparison service under the name Rabbit Finance, and loyalty and benefits programme under the name Carrot Rewards. Apart from the aforementioned businesses, the services business covers the Chinese restaurant business under various brands in response to many customer segments, such as ChefMan, Man Kitchen, M Krub, Chairman by Chef Man, and Round Table by Chef Man. Moreover, BTS Group also operates the hotel management services business to manage and provide advice to hotels of BTS Group and those of others under U Hotels & Resorts and Eastin 57

60 15.2) Business outlook brands, the construction and construction management services and the real estate management services, such as low-rise residential projects, condominiums and office buildings, including golf course and sport club. Mass Transit Business: On December 14, 2016, the MRTA officially announced that BSR Joint Venture was the bidder who had proposed the best offers for the MRT Pink Line Project and the MRT Yellow Line Project. BSR Joint Venture is currently in the process of negotiation with the MRTA pursuant to the procedures stated in the Private Sector Participation in State Undertakings Act B.E (2013). It is anticipated that the concession contracts for both of the projects will be executed within the second quarter of 2017, with the construction thereof taking approximately three years and three months, and that both projects will be able to commence the commercial operation in According to the information of the MRTA, as of December 2016, the civil works for the MRT Southern Green Line Extension (Bearing Samut Prakarn), having a total length of 12.8 kilometers totaling 9 stations, was completed, and the MRT Northern Green Line Extension (Mo Chit Sapan Mai Khu Khot), having a total length of 18.4 kilometers totaling 16 stations, was 19 percent completed. It is expected that the first station of the MRT Southern Green Line Extension (Samrong E15) will commence the commercial operation within March April 2017, and that the full systems of the MRT Southern Green Line Extension and the MRT Northern Green Line Extension will officially commence the commercial operation in late 2018 and 2020, respectively. Apart from the expedition for the implementation of Thailand s rail mass transit infrastructure under the MRTA, namely the MRT Pink Line Project, the MRT Yellow Line Project, the MRT Orange Line Project, the MRT Green Line Project, the MRT Blue Line Extension and the MRT Purple Line Extension, there are also projects under the BMA, for instance, the MRT Grey Line Project Phase 1 (Watcharaphol Thong Lor), having a total length of 16.3 kilometers totaling 15 stations, the Light Rail Transit Project (LRT) (Bang Na Suvarnabhumi Airport), having a total length of 18.3 kilometers totaling 14 stations, and the MRT Light Green Line Extension (Bang Wa Borommaratchachonnani), having a total length of 7.0 kilometers totaling 6 stations. These projects are expected to open for biddings in the next two years. In this regard, it is anticipated that if BSR Joint Venture enters into the concession contracts for the MRT Pink Line Project and the MRT Yellow Line Project, it will enhance the competitiveness to win these additional projects through improved connectivity and economies of scale. By the first half of this year, BTS Group expects to sign the concession contracts and/or the operation and maintenance service agreements to operate an additional 96.1 kilometers 1 of rail lines, taking the total number of kilometers under BTS Group s service operation to The aggregate length of the MRT projects consists of the MRT Northern Green Line Extension (18.4 km), the MRT Southern Green Line Extension (12.8 km), the MRT Pink Line Project (34.5 km), and the MRT Yellow Line Project (30.4 km). 58

61 kilometers 2, or approximately 3.6 times of the current network. In the next 5 years, BTS Group expects to operate at least kilometers 3 of rail lines, and forecasts the ridership to reach approximately 2 million trips per day. Nevertheless, on the existing MRT Green Line Project, BTS Group expects to see a lower-than-expected ridership growth (FY2016/17 target growth of passengers is 5-6 percent from the previous year) in this fiscal year mainly from the impacts of the passing of the late King Rama IX in October and soft private spending. Media Business: The advertising expenditures fell nearly 11.7 percent, its worst drop in a decade. Nevertheless, going forward, the Bank of Thailand is forecasting an increase in the gross domestic product (GDP) growth rate of 3.2 percent for the full year of The advertising market is expected to be in line with the macroeconomic growth. The Media Agency Association of Thailand forecasts that the advertising expenditures will expand by 3-5 percent from the previous year. The improvement should be supported by the uptick in consumer sentiment as well as the resumption in advertising spending after the cessation of advertisement during the mourning period of the passing of the late King Rama IX at the end of the last quarter of BTS Group believes that the synergies from various acquisitions by VGI, such as Master Ad Public Company Limited ( MACO ) (Outdoor Media), BSS Holdings Co., Ltd. and Bangkok Smartcard System Co., Ltd. (Digital and Online Media), Aero Media Group Co., Ltd. (Aviation Media) and Demo Power (Thailand) Co., Ltd. (Activation) will stimulate VGI s revenue for FY2017/18. Property Business: As of December 2016, eight projects (4,382 units) under the Strategic Alliance Framework Agreement between the Company and SIRI, having a total project value of Baht 30,000 million, have already been launched. In this regard, 70 percent of the total projects, or equivalent to approximately Baht 21,000 million, have already been sold. Since October 2016, ownership of the units of the first project, namely the Line Sukhumvit 71 (total project value of Baht 2,000 million), have been begun transferring. As of December 2016, the joint venture company between the Company and SIRI has recognized revenues of Baht 1,400 million from this first project, or equivalent to 73 percent of the total backlog of the project. The next project expected to be transferred starting the third quarter of FY2017/18 is the Line Chatuchak Mo Chit (total project value of Baht 5,700 million). For FY2017/18, the Company and SIRI expect to launch four new projects with the total project value of approximately Baht 12,000 million. 2 The aggregate length of the MRT projects under Footnote 1 above combines with the length of the MRT Green Line Project under BTSGIF (23.5 km), and the MRT Green Line Extensions (Silom - Sukhumvit) (12.75 km). 3 The aggregate length of the MRT projects under Footnotes 1 and 2 above combines with the length of the MRT Light Green Line Extension (Bang Wa Borommaratchachonnani) (7.0 km), the Light Rail Transit Project (LRT) (Bang Na Suvarnabhumi Airport) (18.3 km), and the MRT Grey Line Project Phase 1 (16.3 km). 59

62 15.3) Summary of the financial statements of the past three years and the latest quarter for the nine-month period ended December 31, 2016, including the management discussion and analysis of the financial condition and results of operations ) Summary of financial statements Assets Current assets Statement of Financial Position (Unit : Baht Million) Consolidated Financial Statements As at March 31 As at December (Restated) (Restated) Cash and cash equivalents 8, , , , ,955.5 Current investments 23, , , , ,911.4 Bank account for advances from cardholders Trade and other receivables 1, , , , ,249.1 Current portion of receivable under concession agreement Current portion of receivable under finance lease agreement Unbilled receivables Advances to contractors Short-term loans to related parties Current portion of long-term loan to related party Current portion of loan to a cooperative Real estate development costs 2, , Assets awaiting transfer under rehabilitation plan Investments in subsidiaries awaiting transfer under rehabilitation plan Accrued income Prepaid expenses Withholding tax deducted at source and prepaid corporate tax Other current assets , , , , ,723.2 Non-current assets classified as held for sale - 4, Total current assets 37, , , , ,723.2 Non-current assets Restricted deposits , , , Cash deposited as collateral for debt settlement Loans to related parties - net of current portion , , ,677.0 Loan to a cooperative - net of current portion Investments in joint ventures , ,484.5 Investments in associates 13, , , , ,231.3 Other long-term investments 6, , , , ,

63 (Unit : Baht Million) Consolidated Financial Statements Statement of Financial Position As at March 31 As at December (Restated) (Restated) Project costs - media 2, , , , ,276.1 Reusable spare parts Land and projects awaiting development , , ,459.0 Investment properties 3, , , Property, plant and equipment 7, , , , ,262.7 Leasehold rights Intangible assets Goodwill ,486.8 Deposits and advances for asset acquisitions ,905.6 Accrued income Rights of claim from acquisition of debts per rehabilitation plan Receivable under concession agreement - net of current portion 3, , , , ,448.1 Receivable under finance lease agreement - net of current portion Prepaid expenses Deferred tax assets Other non-current assets Total non-current assets 39, , , , ,368.0 Total assets 76, , , , ,091.2 Liabilities and shareholders' equity Current liabilities Short-term loans from financial institutions , , Bills of exchange payables - - 2, ,898.6 Trade and other payables 2, , , , ,001.4 Advances received from cardholders Short-term loans from related parties Current portion of long-term loan from related party Current portion of creditors per rehabilitation plan Current portion of long-term loans , , Current portion of long-term debentures 3, , , , Liability awaiting final court order Unearned revenues Fare box revenues awaiting transfer Income tax payable Short-term provisions Other current liabilities , , , , ,

64 (Unit : Baht Million) Consolidated Financial Statements Statement of Financial Position As at March 31 As at December (Restated) (Restated) Liabilities directly associated with assets classified as held for sale Total current liabilities 8, , , , ,511.3 Non-current liabilities Unearned revenues Creditors per rehabilitation plan - net of current portion Long-term loans - net of current portion , Debentures - net of current portion 2, , ,977.4 Retention payable Provision for transaction under equity method of investments in joint ventures Provision for long-term employee benefits Long-term provisions 1, , , , ,387.8 Deferred tax liabilities 3, , , , ,175.1 Other non-current liabilities Total non-current liabilities 8, , , , ,906.6 Total liabilities 17, , , , ,417.9 Shareholders' equity Share capital Registered issued and fully paid 47, , , , ,739.5 Share premium 1, , , , ,853.1 Share subscriptions received in advance Deficit on business combination under common control (3,371.9) (3,372.0) (3,372.0) (3,372.0) (3,372.0) Surplus (deficit) from the changes in the ownership interests in subsidiaries 4, ,353.2 (59.6) (65.5) 1,214.7 Surplus on sales of warrants of the subsidiary Treasury shares - (925.5) (925.5) (925.5) (925.5) Retained earnings Appropriated - statutory reserve 2, , , , ,163.7 Appropriated - treasury share reserve Unappropriated (deficit) (2,286.7) (5,508.5) (2,258.2) (7,968.7) Other components of shareholders' equity 3, , , , ,977.5 Amount recognised in equities relating to assets classified as held for sale Equity attributable to owners of the Company 57, , , , ,103.0 Non-controlling interest of the subsidiaries 1, , , , ,570.3 Total shareholders' equity 59, , , , ,673.3 Total liabilities and shareholders' equity 76, , , , ,

65 Profit or loss: Revenues Statement of Comparative Income (Unit : Baht Million) Consolidated Financial Statements For the year ended March 31 For the nine-month period ended December (Restated) Train procurement service income under concession agreement Service income 5, , , , ,566.7 Revenues from sales of real estate 2, Other income Management income Dividend income Interest income 1, , Gain on sales of warrants Gain on sales of investments Gain on swap of investments - - 3, , Gain on change in status of investment Gain on sale of future net fare box revenues 13, Gain on sales of assets Gain on reversal of creditors per rehabilitation plan Others Total revenues 23, , , , ,031.7 Expenses Cost of train procurement service under concession agreement , ,449.1 Cost of services and servicing expenses 2, , , Cost of sales of real estate 1, Selling expenses Administrative expenses , , , ,126.1 Reversal of provision for terminating agreements (94.4) - Loss on provision for revenues being lower than the minimum guaranteed amounts Other Expenses Total expenses 6, , , , ,875.5 Profit before share of profit (loss) from investments in joint ventures and associates, finance cost and income tax expenses 17, , , , ,156.3 Share of loss from investments in joint ventures (0.8) (14.5) (339.6) (245.6) (220.5) Share of profit from investments in associates Profit before finance cost and income tax expenses 17, , , , ,537.4 Finance cost (628.0) (403.5) (289.7) (208.6) (369.6) Profit before income tax expenses 17, , , , ,

66 (Unit : Baht Million) Consolidated Financial Statements For the nine-month period For the year ended March 31 Statement of Comparative Income ended December (Restated) Income tax (3,788.1) (733.0) (1,121.4) (1,102.2) (427.3) Profit for the period 13, , , , ,740.5 Gain (loss) from discontinued operation for the year (32.2) (51.6) Profit for the period 13, , , , ,740.5 Other comprehensive income: Other comprehensive income to be reclassified to profit or loss in subsequent periods Exchange differences on translation of financial statements in foreign currencies (0.3) (0.4) 0.1 Exchange differences on translation of financial statements in foreign currencies of associate (60.0) Effect of exchange rate from cash flow hedges - net of income tax (81.4) Loss on changes in value of available-for-sale investments - net of income tax (0.9) (367.3) (449.5) (1,274.2) (23.3) Loss on changes in value of available-for-sale investments of associate (42.7) Share of gain (loss) on changes in value of available-for-sale investment of associate (94.1) Other comprehensive income to be reclassified to profit or loss in subsequent periods net of income tax (95.0) (365.8) (438.9) (1,274.6) (207.3) Other comprehensive income not to be reclassified to profit or loss in subsequent periods Actuarial loss - net of income tax - - (54.5) - - Share of actuarial gain of associate Other comprehensive income not to be reclassified to profit or loss in subsequent periods - net of income tax - - (48.1) - - Other comprehensive income for the period (95.0) (365.8) (487.0) (1,274.6) (207.3) Total comprehensive income for the year 13, , , , ,533.2 Profit attributable to: Equity holders of the Company Profit from continued operation 12, , , , ,564.3 Profit (loss) from discontinued operation (32.9) (51.6) , , , , ,

67 (Unit : Baht Million) Consolidated Financial Statements For the nine-month period For the year ended March 31 Statement of Comparative Income ended December (Restated) Non-controlling interests of the subsidiaries Profit from continued operation Profit from discontinued operation , , , , ,740.5 Total comprehensive income attributable to: Equity holders of the Company Total comprehensive income from continued operation 12, , , , ,359.9 Total comprehensive income from discontinued operation (32.9) (51.6) , , , , ,359.9 Non-controlling interests of the subsidiaries Total comprehensive income from continued operation Total comprehensive income from discontinued operation , , , , ,533.2 Earnings per share Basic earnings per share Profit attributable to equity holders of the Company (Baht) Diluted earnings per share Profit attributable to equity holders of the Company (Baht) Earnings per share from continued operation Basic earnings per share Profit attributable to equity holders of the Company (Baht) NA- -NA- Diluted earnings per share Profit attributable to equity holders of the Company (Baht) NA- -NA- 65

68 (Unit : Baht Million) Consolidated Financial Statements For the nine-month period For the year ended March 31 Cash Flow Statement ended December (Restated) (Restated) Net cash used in operating activities 1,133.3 (70.6) (232.6) (3,043.6) Net cash from (used in) investing activities 12, ,005.9 (3,559.7) (3,168.1) (2,378.9) Net cash from (used in) financing activities (8,610.6) (12,425.4) (4,588.2) (4,858.4) 24,111.4 Increase in translation adjustment (0.9) Net increase (decrease) in cash and cash equivalents 5, ,511.2 (7,815.1) (8,258.7) 18,692.2 Cash and cash equivalents at beginning of the period 3, , , , ,364.6 Effect of exchange rate for cash and cash equivalents (101.3) Cash and cash equivalents classified as assets held for sale at beginning of the period - (67.8) Cash and cash equivalents at end of the period 8, , , , , ) Management Discussion and Analysis ) For the year ended March 31, 2016 Performance The Company and its subsidiaries recorded consolidated total revenue of Baht 10,065.0 million in FY2015/16. This represented an increase of 23.9 percent year-over-year or Baht 1,939.0 million from Baht 8,126.0 million in the previous year. The increase was primarily due to (1) a record of gain (before tax) on sale of property assets (disposal of shares in two subsidiaries to U City) of Baht 3,458.5 million, (2) an increase in dividend income of Baht million. The increase was partially offset with (3) a reduction in service income of Baht million mainly from softer revenues from property and media businesses, (4) a decline in interest income of Baht million mainly from the decrease in investment balance under treasury management, and (5) a reduction in gain on sales of assets of Baht million largely due to an extraordinary gain recognized in FY2014/15 from the gain on sale of 5-rai land at Mo Chit to BTS Sansiri Holding One Limited of Baht million. Despite an increase in revenue from mass transit and services businesses, operating revenue fell by 13.4 percent year-over-year or Baht million to Baht 6,147.5 million largely as a result of (1) the reduction in media business revenue from VGI s decision to discontinue the modern trade media business and (2) the reduction in property business revenue as a result of the divestment of Eastin Grand Sathorn Bangkok Hotel to U City in April 2015 and lower backlog of Abstracts Phahonyothin Park (Tower A) that was transferred during the year compared to the previous year. Revenues from the mass transit, media, property and services businesses accounted for 39.7 percent, 33.7 percent, 14.6 percent and 12.1 percent of the total operating revenue, respectively. Total consolidated expenses and selling, general and administrative expenses (SG&A) reached Baht 4,662.5million in FY2015/16, an increase of Baht million or 4.8 percent year-over-year mainly from (1) a record of an allowance for diminution in value of investment of Baht million as other expenses 66

69 for the year, (2) the net increase in selling, general and administrative expenses of Baht million largely from expenses related to the transfers of assets under the property business restructuring during the third quarter of FY2015/16, yet mostly offset by (3) a decline in cost of services of Baht million primarily from lower costs in the media and commercial property businesses, as well as (4) a reduction in cost of sales of real estate of Baht 65.7 million following the divestment of 50 percent shares in Nuvo Line Agency Co., Ltd. ( Nuvo Line ) to SIRI in October Operating costs decreased by 17.0 percent year-over-year to Baht 2,624.6 million. As operating costs decreased at a higher rate than the decline in operating revenues, the operating gross profit margin improved to 57.3 percent from 55.5 percent in the previous year. As a result of the aforementioned changes, the operating EBITDA of the Company was Baht 2,560.0 million, a decrease of Baht million or 9.7 percent year-over-year. However, the operating EBITDA margin improved to 41.6 percent in FY2015/16 (versus 39.9 percent in FY2014/15) from higher contribution of the higher margin mass transit business as well as from lower contribution of the modern trade media business. Finance costs fell by 28.2 percent year-over-year or Baht million to Baht million primarily as the Company repaid the fourth series of BTSC debentures in the amount of Baht 1,468.9 million in the second quarter of FY2015/16. Other recurring profit fell by Baht 1,126.8 million or 64.1 percent year-over-year to Baht million largely from the increase in share of net loss from investments in joint venture companies and associated companies (not including share of profit in BTSGIF) of Baht million, a reduced interest income as aforesaid, as well as a decrease in gain on sales of equity investments of Baht million in this year. Despite lower finance costs, pre-tax recurring profit for this year was Baht 2,454.4 million, decreasing 34.2 percent year-over-year from Baht 3,731.7 million in FY2014/15 as a result of lower operating revenue and the reduction in other recurring profit. Reported income tax expense was Baht 1,121.4 million (in FY2014/15: Baht million) primarily from the income tax on gain on swap of investments with U City. The Company recorded a consolidated net profit of Baht 4,406.7 million in FY2015/16 (increasing 31.9 percent year-over-year) and profit attributable to the equity holders of the Company of Baht 4,141.1 million (increasing 40.7 percent year-over-year). Net profit margin attributable to the equity holders of the Company in FY2015/16 was 39.4 percent (versus 31.0 percent in FY2014/15). The improvement in the net profit and net profit margin from the previous year was mainly due to the recognition of gain on swap of investments with U City and lower finance costs. Financial Position Total assets as of March 31, 2016 stood at Baht 65,168.7 million, a decrease of Baht 1,641.6 million or 2.5 percent from March 31, Total current assets stood at Baht 10,285.3 million, decreasing by 60.4 percent or Baht 15,716.6 million. The decrease was primarily attributed to (1) a reduction in cash and cash equivalents of Baht 7,747.3 million, (2) the decrease in non-current assets classified as held for sale of Baht 4,576.2 million following the de-recognition of assets in relation to the disposal of shares in BTS Assets Co., Ltd. and Kamkoong Property Co., Ltd. to U City, which was completed on April 20, 2015, (3) a decline in current investment of Baht 1,705.2 million largely resulted from the reallocation from current investment to the investment in subsidiaries and joint ventures and (4) a decrease in real estate 67

70 development costs of Baht 1,610.7 million following the divestment of 50 percent shares in Nuvo Line to SIRI in October Total non-current assets was Baht 54,883.4 million, an increase of 34.5 percent or Baht 14,075.0 million primarily attributable to (1) an increase in investments in associated companies of Baht 7,008.0 million mainly from the percent investment in U City of Baht 7,427.0 million, (2) an increase in loans to related parties of Baht 5,189.4 million or percent year-over-year mainly from long-term loans to Bayswater of Baht 3,901.3 million and the joint venture projects between the Company and SIRI, (3) an increase in land and projects awaiting development of Baht 1,019.3 million, and (4) an increase in investment in joint venture companies (increasing Baht million or percent from the previous year) largely from the investments in joint venture projects between the Company and SIRI. Total liabilities increased from March 31, 2015 by 23.3 percent or Baht 3,454.0 million to stand at Baht 18,251.8 million largely due to (1) higher net loans from financial institutions of Baht 3,275.1 million, (2) an increase in bills of exchange payable of Baht 2,917.3 million, which was issued for treasury management purposes. However, the increase was partially offset with (3) the repayment of the fourth series of BTSC debentures in August 2015 and (4) the decrease in liabilities directly associated with assets classified as held for sale of Baht million mainly from the de-recognition of liabilities related to U City transaction. Total equity of the Company decreased by Baht 5,095.6 million or 9.8 percent to Baht 46,916.9 million mainly attributable to (1) the increase in unappropriated deficit of Baht 3,221.8 million (mainly from the dividend payment of Baht 7.6 billion, offset with the net profit of Baht 4.1 billion), as well as (2) a reduction in surplus from the changes in the ownership interests in subsidiaries of Baht 1,412.8 million, which was primarily the result of the Company increasing its shareholding in VGI from 69.6 percent to 74.3 percent. As of March 31, 2016, total issued and fully paid-up shares of the Company stood at 11,929.3 million shares. Return on equity for FY2015/16 was 9.4 percent, which increased from 6.4 percent in FY2014/15 as a result of the improved net profit and decreased equity. Cash Flow for the year ended March 31, 2016, cash and cash equivalents of the Company reached Baht 2,364.7 million, a decrease of 76.6 percent or Baht 7,747.3 million. Despite lower revenues from the media and property businesses, cash from operating activities of the Company was Baht 2,315.7 million, increasing Baht million or 21.7 percent primarily from the decrease in trade and other receivables. After deducting cash paid for corporate income tax of Baht 1,808.3 million (in FY2014/15: Baht 1,669.0 million) and cash paid for interest expenses of Baht million (in FY2014/15: Baht million), net cash from operating activities of the Company was Baht million. Net cash used in investing activities was Baht 3,559.7 million. The key components were (1) an increase in net long-term loans to related parties of Baht 5,236.4 million mainly from long-term loans to Bayswater and the joint venture projects between the Company and SIRI, (2) net cash paid for purchases of other long-term investments of Baht 3,127.9 million, (3) cash paid for purchase of land and projects awaiting development of Baht 1,019.3 million, (4) the decrease in current investment of Baht 3,688.1 million and (5) dividend received of Baht 1,580.6 million. Net cash used in financing activities was Baht 4,588.2 million mainly from (1) dividend payment of Baht 7,557.4 million, (2) cash paid for purchases of investments in subsidiaries of Baht 1,543.2 million (increase in shareholding in VGI), (3) cash paid for the repayment of the fourth series of 68

71 BTSC debentures of Baht 1,468.9 million, (4) net increase in short-term loans from financial institutions of Baht 3,220.0 million, and (5) a net increase in bills of exchange payable of Baht 2,905.7 million ) For the nine-month period ended December 31, 2016 Performance The Company and its subsidiaries recorded consolidated total revenue of Baht 2,147.1 million in the third quarter of FY2016/17. This represented an increase of 32.1 percent year-over-year or Baht million from Baht 1,625.1 million in the third quarter of FY2015/16. The revenue growth was largely due to (1) the growth in services income of Baht million from higher revenues from the mass transit, media and services businesses, as well as revenues from installation services for system works of Baht 41.9 million in this quarter, which was largely from revenue from installation services for electrical and mechanical systems for the MRT Northern Green Line Extension (Mo Chit Sapan Mai Khu Khot) and the MRT Southern Green Line Extension (Bearing Samut Prakarn), (2) an increase in gain on sales of investments of Baht 98.7 million, and (3) an increase in interest income of Baht 68.6 million mainly from higher cash balance and loans to joint venture companies. Total operating revenue in the third quarter of FY2016/17 grew by 28.2 percent year-over-year or Baht million to Baht 1,935.3 million largely as a result of higher operating revenue from the mass transit, media and services businesses, which increased by 12.3 percent, 27.9 percent and percent, respectively. Nevertheless, the increase in operating revenue was partially offset with a 9.0 percent yearover-year decrease in operating revenue from the property business chiefly from a reduction in sales of real estate. Revenues from the mass transit, media, property and services businesses accounted for 37.5 percent, 33.8 percent, 7.6 percent and 21.1 percent of the total operating revenue, respectively. Total consolidated expenses and selling, general and administrative expenses (SG&A) amounted to Baht 1,495.0 million in the third quarter of FY2016/17, an increase of Baht million or 40.6 percent yearover-year mainly from (1) an increase in cost of services and servicing expenses of Baht million largely due to higher costs related to the media and services businesses as well as costs from installation services for electrical and mechanical systems for the MRT Northern Green Line Extension and the MRT Southern Green Line Extension and (2) the increase in selling, general and administrative expenses of Baht million largely from the increased staff cost, the selling, general and administrative expenses of MACO following the consolidation as well as the selling, general and administrative expenses of the services business. Operating costs increased by 44.9 percent year-over-year to Baht million largely from higher costs of construction service (services business) and costs related to the consolidation of MACO. Operating gross profit grew 16.5 percent year-over-year to Baht 1,034.9 million. Operating EBITDA was Baht million, an increase of Baht 22.1 million or 3.4 percent year-over-year primarily due to higher operating gross profit. Nevertheless, as operating costs increased at a higher rate than the increase in operating revenues, operating gross profit margin decreased to 53.5 percent from 58.8 percent in the third quarter of FY2015/16. Operating EBITDA margin decreased to 35.2 percent in the third-quarter of FY2016/17 from 43.6 percent in the third quarter of FY2015/16 mainly from the aforesaid increase in costs and selling, general and administrative expenses as well as higher contribution of services business which has lower 69

72 margins. Finance costs increased by percent year-over-year or Baht million to Baht million primarily from the increase in interest expense of the bills of exchange together with the interest expense of BTSC long-term debentures issued on November 10, 2016 of Baht million. Revenue from non-operating recurring transactions increased by Baht million or 56.4 percent yearover-year to Baht million. The increase was mainly from a combination of (1) the increase in interest and investment income of Baht million from higher cash balance and loans to joint venture companies as well as an increase in gain on sale of investment of Baht 70.3 million, being offset with (2) an increase in share of net loss from associated companies and joint ventures (not including share of profit in BTSGIF) of Baht 20.9 million. Pre-tax recurring profit for this quarter was Baht million, decreasing 7.0 percent year-over-year from Baht million in the third quarter of FY2015/16 as the increase in operating revenue as well as the revenue from non-operating recurring transactions was more than offset by the increase in total costs (selling, general and administrative expenses and finance costs). In addition, the Company recorded income tax expense of Baht million, versus Baht million in the third quarter of FY2015/16 as tax deductible expenses were higher than taxable income in the previous year. Following this, net recurring profit after tax in the third quarter of FY2016/17 decreased 33.9 percent year-over-year from Baht million to Baht million. Taking into account all the aforesaid transactions, the Company s consolidated net profit in the third quarter of FY2016/17 stood at Baht million (decreasing 28.4 percent year-over-year) and profit attributable to the equity holders of the Company was Baht million (decreasing 22.9 percent year-over-year). The margin of net profit attributable to the equity holders of the Company in the third quarter of FY2016/17 was 20.2 percent (versus 34.6 percent in the third quarter of FY2015/16). Despite the increase in total revenue, the net profit and net profit margin decreased mainly due to higher costs and expenses (operating costs, selling, general and administrative expenses and finance costs). Financial Condition Total assets as of December 31, 2016 stood at Baht 92,091.4 million, an increase of Baht 26,815.9 million or 41.1 percent from March 31, Total current assets stood at Baht 27,723.2 million, increasing by percent or Baht 17,530.0 million. The increase was primarily attributed to (1) a net increase in cash and cash equivalents and current investment of Baht 15,836.0 million largely from proceeds of BTSC long-term debentures of Baht 22,000 million, (2) an increase in advances to contractors of Baht million largely from the recognition of advance payment to contractors for the installation of electrical and mechanical systems for the MRT Northern Green Line Extension and the MRT Southern Green Line Extension, (3) an increase in real estate development costs of Baht million from the land acquisition at Thana City area, (4) an increase in trade and other receivables of Baht million. Total non-current assets was Baht 64,368.2 million, an increase of 16.9 percent or Baht 9,285.9 million primarily attributable to (1) the consolidation of MACO and Multi Sign Co., Ltd. s financial statements, which largely resulted in (a) an increase in goodwill of Baht 1,250.6 million, (b) higher intangible assets of Baht million and (c) a reduction in investments in associated companies of Baht million, (2) an increase in other long-term investment of Baht 3,016.4 million, (3) an increase in long-term loans to related parties of Baht 2,728.5 million to Baht 8,677.0 million mainly from long-term loans to Bayswater and the joint venture projects between the Company and SIRI, and (4) an increase in deposits and 70

73 advances for asset acquisitions of Baht 1,776.8 million mainly from the payment of new rolling stock of Baht 1,832 million, (5) an increase in investments in joint ventures of Baht million mainly from investments in RABBIT-LINE PAY Co., Ltd. ( RABBIT-LINE PAY ) and the joint venture projects between the Company and SIRI, (6) higher property, plant and equipment of Baht million largely from the renovations at Thana City and (7) an increase in land and projects awaiting development of Baht million mainly from the land acquisition. However, the increase of non-current assets were partially offset with (8) a decline in restricted deposits of Baht 1,153.0 million following the release of collateral in relation to an offshore loan. Total liabilities increased from March 31, 2016 by percent or Baht 27,059.4 million to stand at Baht 45,418.0 million largely due to (1) a net increase in BTSC long-term debentures of Baht 20,629.9 million from (a) an issuance of new BTSC debentures (after issuing costs) of Baht 21,977.4 million offset with (b) a repayment of the fourth series of the previous BTSC debentures of Baht 1,347.5 million and (2) an increase in bills of exchange payable of Baht 9,981.3 million. However, the increase was partially offset with (3) a repayment of net loans from financial institutions of Baht 3,886.8 million. Total equity of the Company decreased from March 31, 2016 by Baht million or 0.5 percent yearover-year to Baht 46,673.5 million mainly attributable to (1) a reduction in unappropriated deficits of Baht 2,460.2 million from dividend payment and (2) a decrease in other components of shareholders equity of Baht million, but being partially offset with (3) the increase in surplus from the changes in the ownership interests in subsidiaries of Baht 1,274.3 million, which was primarily the result of the Company decreasing its shareholding in VGI (sale to strategic investors) from 74.3 percent to 70.9 percent and (4) an increase in non-controlling interests of the subsidiaries of Baht 1,110.7 million largely following the consolidation of MACO. As of December 31, 2016, total issued and fully paid-up shares of the Company stood at 11,934.9 million shares. Return on equity for the third quarter of FY2016/17 was 3.8 percent, which decreased from 9.4 percent in the third quarter of FY2015/16. Cash Flow for the nine-month ended December 31, 2016, cash and cash equivalents of the Company stood at Baht 20,955.5 million, an increase of percent or Baht 18,590.8 million. Cash used in operating activities of the Company was Baht 2,248.4 million, increasing Baht 4,141.3 million primarily from (1) an increase in advances to purchase of assets (the payment of new rolling stock made to contractors), (2) an increase in advances to contractors for the installation of electrical and mechanical systems, (3) an increase in other assets, and (4) an increase in real estate development costs. In addition, the Company paid for the income tax in the amount of Baht million (Baht million in the third quarter of FY2015/16) and paid for interest expenses in the amount of Baht 78.1 million (Baht million in the third quarter of FY2015/16). As such, the Company had net cash used in operating activities in the amount of Baht 3,043.6 million. Net cash used in investing activities was Baht 2,378.9 million, which the key components were from (1) net cash paid for purchases of other long-term investments of Baht 2,977.1 million, (2) an increase in net cash paid for loans to related parties of Baht 2,632.5 million, (3) cash paid for purchases of investments in joint ventures of Baht 1,101.7 million (resulting from investments in RABBIT-LINE PAY and the joint venture projects between the Company and SIRI), (4) net cash paid for purchases of property, plant and equipment of Baht million, (5) net cash paid for purchases of investments in subsidiaries 71

74 of Baht million, (6) cash paid for purchases of land and projects awaiting development of Baht million, (7) net cash received from sales of current investments of Baht 2,998.7 million, (8) dividend income of Baht 1,355.0 million, (9) a decrease in restricted deposits of Baht 1,153.0 million following the release of collateral in relation to an offshore loan, and (10) interest income of Baht million. Net cash from financing activities was Baht 24,111.4 million mainly from (1) a net cash received from BTSC long-term debentures of Baht 20,628.4 million, (2) a net increase in bills of exchange payable of Baht 9,856.1 million, (3) a net cash received from sale of VGI shares of Baht 1,271.2 million, (4) dividend payment of Baht 4,011.3 million and (5) a net cash paid for loans from financial institutions of Baht 3,897.3 million. 15.4) Risk factors that may affect the Company s profit The performance of BTS Group in the mass transit, media, property and services businesses depends materially on the state of domestic demand. A negative development in Thailand s economic condition, such as a slowing gross domestic product (GDP) growth rate, a high inflation rate, and a decrease in consumer purchasing power, may adversely affect BTS Group s performance. BTS Group operates the mass transit, media, property and services businesses and provides services to a diverse group of customers. Due to the different nature of each business operation, BTS Group may be affected by different market risk factors. Thus, changes in market factors, such as the demand and supply situation, degree of competition, influence from government policy and public opinion on disagreement over the increase of fares (such as the fare rate of the MRT Green Line Project), the implementation of the public sector s Mass Rapid Transit Master Plan that may affect the growth in the mass transit business, and an increase in competition of other mass transit businesses, may hinder the Company to achieve its target earnings. The Company continues to consider new investment opportunities or opportunistic acquisitions. If any such opportunity is executed, the investment may require considerable capital resources and effort to develop the new business. As such, shareholders could be exposed to the dilution from additional capital requirements and investment return risk from the new project. Moreover, the Company may need to monitor its liquidity risk for any debt-related component of the investment, i.e. if there is an increase in working capital requirements, or reduction in revenue, it may impair the Company s ability to meet its ongoing cash flow obligations such as debt-servicing interest expense and principal repayment within a certain period. In addition, if there is a downgrade in the Company s credit rating, the credit risk may affect the Company s ability to raise funds through the capital markets, or it may lead to the increase of the Company s finance costs. Under its treasury management operations, the Company invests its excess liquidity in various categories mainly in deposits with banks and financial institutions, bills of exchange, long-term capital-market instruments both in domestic and foreign financial institutions and equity funds in order to receive proper returns as well as diversifying the investment risks, e.g. foreign exchange rate risk which may incurred from the Company s investment in foreign countries. BTS Group is exposed to business interruption risk which may be the result of inter alia political turmoil, acts of terrorism and natural disasters. Additionally, the Company may face legal/compliance and 72

75 regulatory risks, for example, the revenue of the mass transit business mainly relies on the concession agreements and revenue from the operation and maintenance service agreements for a period of 30 years. If such agreements are terminated or fail to be renewed, the interruption may have an adverse effect on the Company s performance. 15.5) Financial projections in the present year -None- 15.6) Board of Directors, Executives and top ten shareholders ) List of the Board of Directors of the Company as of December 31, 2016 No. Name Position 1. Mr. Keeree Kanjanapas Chairman of the Board of Directors / Chairman of the Executive Committee / Chairman of the Corporate Governance Committee 2. Mr. Paul Tong Director 3. Mr. Anat Arbhabhirama Executive Director / Corporate Governance Committee Member 4. Mr. Surapong Laoha-Unya Executive Director 5. Mr. Kavin Kanjanapas Executive Director / Chief Executive Office 6. Mr. Rangsin Kritalug Executive Director / Chief Operating Officer / Nomination and Remuneration Committee Member / Corporate Governance Committee Member 7. Mr. Kong Chi Keung Executive Director / Deputy Chief Executive Officer / Nomination and Remuneration Committee Member 8. Lt. Gen. Phisal Thepsithar Independent Director / Chairman of the Audit Committee / Chairman of the Nomination and Remuneration Committee 9. Mr. Suchin Wanglee Independent Director / Audit Committee Member / Nomination and Remuneration Committee Member 10. Mr. Charoen Wattanasin Independent Director / Audit Committee Member / Nomination and Remuneration Committee Member / Corporate Governance Committee Member 11. Mr. Cheong Ying Chew, Henry Independent Director 12. Mr. Chulchit Bunyaketu Executive Director 13. Dr. Karoon Chandrangsu Director 14. Mrs. Pichitra Mahaphon Independent Director / Audit Committee Member 73

76 15.6.2) List of the Executives of the Company as of December 31, 2016 No. Name Position 1. Mr. Keeree Kanjanapas Chairman of the Executive Committee 2. Dr. Anat Arbhabhirama Executive Director 3. Mr. Surapong Laoha-Unya Executive Director 4. Mr. Kavin Kanjanapas Executive Director / Chief Executive Officer 5. Mr. Rangsin Kritalug Executive Director / Chief Operating Officer 6. Mr. Kong Chi Keung Executive Director / Deputy Chief Executive Officer 7. Mr. Chulchit Bunyaketu Executive Director 8. Mr. Surayut Thavikulwat Chief Financial Officer 9. Mr. Daniel Ross Chief Investment Officer 10. Mrs. Duangkamol Chaichanakajorn Accounting Director 11. Miss Chawadee Rungruang Financial Controller ) List of top ten shareholders as of January 24, 2017 which is the latest book closure date No. Name Number of Shares Percentage 1. Mr. Keeree Kanjanapas Group* 4,885,675, Thai NVDR Co., Ltd. 899,475, Bangkok Bank Public Company Limited 545,466, UOB KAY HIAN PRIVATE LIMITED 164,153, HSBC (Singapore) Nominees Pte Ltd 158,973, Chase Nominees Limited 127,504, State Street Bank Europe Limited 106,805, GIC PRIVATE LIMITED 87,383, K Equity 70:30 LTF 83,290, K Equity Dividend LTF 68,266, Note: (1) As at the book closure date of January 24, 2017, the Company had a total of 11,934,954,312 issued shares, 95,839,900 shares of which were the repurchased shares pursuant to the Company s share repurchase program for financial management purpose. The percentage shown above are calculated from the total voting shares of 11,839,114,412 shares (i.e. excluding repurchased shares). (2) Mr. Keeree Kanjanapas Group consists of (1) Mr. Keeree Kanjanapas holding 3,281,164,652 shares in his own name, 350,000,000 shares through a custodian called UBS AG HONG KONG BRANCH and 260,000,000 shares through a custodian called CREDIT SUISSE AG, SINGAPORE BRANCH; (2) Mr. Kavin Kanjanapas holding 602,459,295 shares; (3) Miss Sushan Kanjanapas holding 32,000,000 shares; (4) K2J Holding Co., Ltd. holding 360,000,000 shares; and (5) AMSFIELD HOLDINGS PTE. LTD. holding 51,092 shares. 15.7) Other information that may materially affect investors decision -None- 74

77 16) Opinion of the Board of Directors on the Sufficiency of Working Capital The Board of Directors of the Company views that the source of funds for the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession will be partly from the Company s operating cash flows. The Company will procure additional funding from loans from financial institutions and/or the debt capital market. It is anticipated that the entering into these transactions will not have a significant impact on the liquidity, financial position as well as working capital of the Company. 17) Pending Material Disputes or Claims As of December 31, 2016, the Company and/or its subsidiaries have pending legal disputes as follows: (1) Kasikornbank Public Company Limited as the bondholders representative filed a claim against the Company as the secured bond issuer, and two of its subsidiaries (i.e. Yongsu Co., Ltd. and DNAL Co., Ltd.) as the mortgagors of the assets securing the bonds of the Company, to repay the debt under the secured bonds together with the interest and related expenses in the amount of approximately Baht 4,251 million. The Court of First Instance ordered the two subsidiaries to repay the debt. The two subsidiaries appealed against such judgment and the Court of Appeal affirmed the judgment of the Court of First Instance. Nevertheless, Kasikornbank filed a petition for repayment of the debt under the Company s business rehabilitation plan. The Company sold the mortgaged assets through an auction for repayment of its debts to its creditors (including the bondholders). Therefore, there has been no execution procedure pursuant to the judgment of the Court of Appeal against the two subsidiaries. (2) BTSC was sued by three plaintiffs, who are disabled persons, to be a co-defendant with the BMA, to provide elevators and other facilities for disabled persons at the BTS SkyTrain stations as required by laws. The Central Administrative Court rendered an order to dismiss the case on the ground that at the time of execution of the concession agreement, there was no ministerial regulation requiring the provision of elevators and facilities for disabled persons. Later, the three plaintiffs appealed such order to the Supreme Administrative Court. On January 21, 2015, the Supreme Administrative Court reversed the judgment of the Central Administrative Court and ordered the BMA to provide elevators and facilities for disabled persons at 23 BTS SkyTrain stations, as well as facilities for disabled persons in the trains, i.e. spaces for wheelchairs, handrails at the ramps, and disability signs inside and outside the trains having facilities for disabled persons. All these actions must be completed within one year from the date of judgment. BTSC, as the person who has the right to possess and use the properties of the BMA and the owner of the equipment and controlling devices under the concession agreement, shall cooperate and support the BMA in providing such facilities for the disabled persons, including the signs showing that there are facilities for the disabled persons. Currently, the BMA is in the process of installing the elevators and the facilities for the disabled persons. It is expected to be partially completed (3 4 stations) by March 2017 and fully completed within (3) The BMA filed a petition for a debt repayment in the amount of approximately Baht million under BTSC s business rehabilitation case. The official receiver issued an order allowing the BMA 75

78 to receive the debt repayment for the use of government property in the amount of approximately Baht 8.3 million and fees for a letter of guarantee in the amount of approximately Baht 12.3 million. The official receiver dismissed the BMA s petition for the debts regarding building and land taxes in the amount of approximately Baht 72.4 million and the rent of buildings in the amount of approximately Baht million. The BMA filed an objection against the official receiver s order to the Central Bankruptcy Court. The Central Bankruptcy Court dismissed such objection. The BMA appealed the order of the Central Bankruptcy Court to the Supreme Court. Currently, the case is under the consideration of the Supreme Court, Bankruptcy Division. (4) BTSC was demanded by the BMA to pay for the use of government property in the amount of Baht 132 million (which comprises the outstanding amount of Baht 64.7 million and the surcharges in the amount of Baht 67.3 million), including penalties and surcharges on the outstanding amount at a rate of 18 percent per annum, and fees for a letter of guarantee for a building construction contract in the amount of approximately Baht 8.2 million. BTSC argued that BTSC does not have the obligation to pay such expenses because the concession agreement states that BTSC has the right to use such land under the Bangkok Mass Transit System Project without the obligation to pay any rental, fees and other expenses. Currently, the Thai Arbitration Institute has ordered to temporarily remove the dispute from the case list in order to await the judgement of the Supreme Court in the business rehabilitation case that the BMA appealed to the Supreme Court, Bankruptcy Division, as it is the same debt obligation (Case No. (3)). BTSC believes that this case will not have a significant impact on BTSC. (5) A creditor under the business rehabilitation plan of the Company (Asset Management Company Limited currently known as Bangkok Commercial Asset Management Public Company Limited) filed a petition to the Central Bankruptcy Court requesting that the court overturn the official receiver s order regarding the amount of debt settlement entitlement. The Central Bankruptcy Court issued an order to amend the amount of debt settlement entitlement but not in the full amount as requested by the creditor. Later, the creditor appealed the order of the Central Bankruptcy Court to the Supreme Court. On August 24, 2016, the Central Bankruptcy Court pronounced the judgement of the Supreme Court, which ruled that the Company must repay the debt and transfer the collateral assets under the business rehabilitation plan in the amount of approximately Baht 587 million to the creditor. (6) A creditor under the business rehabilitation plan of the Company (CAT Telecom Public Company Limited) filed a petition to the Central Bankruptcy Court requesting that the Company repay its debt under the business rehabilitation plan. The Central Bankruptcy Court rendered an order requiring the Company to repay the debt. Later, the creditor and the Company each filed an appeal with the Supreme Court. In order to stay the execution of the court s order, the Company placed land and condominium units with the Central Bankruptcy Court as collateral for the amount that the Company would be required to pay under the court s order, together with interest at a rate of 7.5 per cent per annum, totalling Baht 66.3 million. In the meantime, the Central Bankruptcy Court issued a written notice to instruct Thailand Securities Depository Co., Ltd. to sequester 3,896,518 shares of the Company arising from the conversion of debt to equity, which the Company reserved for repayment 76

79 of debt to this creditor. Nonetheless, on 27 April, 2016, the Company changed the aforesaid collateral to a letter of indemnity of Siam Commercial Bank Public Company Limited in the amount of Baht 66.3 million and the Central Bankruptcy Court accepted the letter of indemnity to replace the former collateral. The case is now under the consideration of the Supreme Court, Bankruptcy Division. The Central Bankruptcy Court has fixed the date for the pronouncement of the judgement on February 15, Nevertheless, the Company has already recorded such liabilities in its accounts since (7) A joint venture company purchased a plot of land through a public auction of a debtor s assets in a bankruptcy case, which was organized by the Legal Execution Department. The ownership of such land was transferred to the joint venture company and the payment thereof was made to the execution officer in the amount of Baht 7,350 million. Consequently, the debtor in such bankruptcy case filed a petition to the Central Bankruptcy Court requesting that the court overturn the public auction of the debtor s assets announcement. The court rendered an order to dismiss the petition. Later, the debtor appealed such petition to the Supreme Court. On September 23, 2015, the Supreme Court ordered to dismiss the petition and did not allow the debtor to appeal the court s decision. On October 14, 2015, the debtor filed a petition to the Central Bankruptcy Court requesting that the court order the official receiver to accept the application for composition of debt and postpone or cancel the public auction. The Central Bankruptcy Court rendered an order to dismiss the petition on January 28, The debtor then appealed such petition to the Supreme Court. The Supreme Court accepted the petition on July 13, Currently, the case is under the consideration of the Supreme Court. In addition, on October 29, 2015, the debtor and its unsecured creditors in the bankruptcy case filed a petition to the Central Bankruptcy Court requesting that the court order to cancel such public auction and to cease the compulsory execution during the court s consideration. On January 28, 2016, the court ordered to dismiss the petition. As such, on February 18, 2016, the debtor and its creditors appealed the court s order to the Supreme Court. Currently, the case is under the consideration to accept the petition of the Supreme Court. 18) Benefits or Connected Transactions entered into between the Company and its Directors, Executives or Shareholders holding directly or indirectly more than 10 percent The connected transactions between the Company and/or its subsidiaries and the persons who may have a conflict of interests are the transactions that have long been occurred. The Company has disclosed the details in its FY2015/16 Annual Registration Statement (Form 56-1) under Section 12 (Related Party Transactions). The summary of the transactions and outstanding balance as of December 31, 2016 are set out below. 77

80 Persons with Conflict of Interest / Relationship Muangthong Assets Co., Ltd. and PrannaKiri Assets Co., Ltd. - Muangthong Assets Co., Ltd. and PrannaKiri Assets Co., Ltd. are the Company s subsidiaries. Hwa Kay Thai (Thailand) Co., Ltd. - Hwa Kay Thai (Thailand) Co., Ltd. was a former subsidiary of the Company, but the Company transferred all of its shares in Hwa Kay Thai (Thailand) Co., Ltd. to the Company s creditors for debt settlement. - Miss Sushan Kanjanapas, a daughter of Mr. Keeree Kanjanapas, Chairman of the Board, Chairman of the Executive Committee, and a major shareholder of the Company is the director and interested person, who has more than 10 percent control in Oriental Field Ltd., which holds 49 percent shares in Hwa Kay Thai (Thailand) Co., Ltd. Transactions - Loan, of which Baht 16.5 million is the principal and the rest is the interest thereon. Muangthong Assets Co., Ltd. and PrannaKiri Assets Co., Ltd. are still charging the interest at the rate equivalent to their financial costs. However, Muangthong Assets Co., Ltd. and PrannaKiri Assets Co., Ltd. have already made a provision for doubtful debts for the full amount. - In 1995, Muangthong Assets Co., Ltd. and PrannaKiri Assets Co., Ltd., provided the loan to Hwa Kay Thai (Thailand) Co., Ltd. and charged an interest at the rate equivalent to their financial costs. The provision of the loan took place when Hwa Kay Thai (Thailand) Co., Ltd. was still a subsidiary of the Company. At such time, it was the practice of BTS Group to provide inter-company loans as part of the working capital management. - All shares in Hwa Kay Thai (Thailand) Co., Ltd. held by the Company were pledged as collateral for the Company s loan and subsequently, the Company transferred all of the shares to its creditors pursuant to the Company s business rehabilitation plan in Both Muangthong Assets Co., Ltd. and PrannaKiri Assets Co., Ltd. have undertaken to demand and collect their debts from Hwa Kay Thai (Thailand) Co., Ltd. In the past years, Hwa Kay Thai (Thailand) Co., Ltd. has repaid some of the debt and currently the parties are negotiating to reach a mutual agreement on the remaining portion of the debt. Transaction Value For the nine-month period ended December 31, 2016 Baht 48.6 million 78

81 Persons with Conflict of Interest / Relationship The Company and EGV Co., Ltd. - Mr. Keeree Kanjanapas, Chairman of the Board, Chairman of the Executive Committee, and a major shareholder of the Company, is a director and a major shareholder holding 40 percent shares in EGV Co., Ltd. Transactions - Loan, of which Baht 4 million is the principal and the rest is the interest thereon. The Company is still charging the interest at the rate equivalent to its financial cost. However, the Company has already made a provision for doubtful debts for the full amount due to the fact that EGV Co., Ltd. ceased its operation and the Company views that the opportunity to receive repayment is low. - EGV Co., Ltd. is a company incorporated in 1994 for joint investment in Siam Infotainment Co., Ltd., currently known as ITV Public Company Limited - In 1995, EGV Co., Ltd. borrowed money from the Company at the interest rate equivalent to the financial cost of the Company in order to invest in ITV Public Company Limited. EGV Co., Ltd. pledged all of its shares in ITV Public Company Limited as collateral for the Company s debt. Later in 2002, the Company entered into a business rehabilitation. The financial institution creditor, who was the pledgee of ITV Public Company Limited s shares, filed a petition for repayment of debt with the official receiver. The official receiver ordered that such financial institution creditor would receive only a part of the debt. Such financial institution creditor filed an objection against the official receiver s order with the Central Bankruptcy Court. In August 2016, the Supreme Court rendered a final judgement (please see additional details in Clause 79 Transaction Value For the nine-month period ended December 31, 2016 Baht 11.8 million

82 Persons with Conflict of Interest / Relationship Transactions 17(5)). At present, it is in the process of transferring assets and cash collateral in order to repay the debt to such creditor. - The financial institution has assigned all of its claims to another financial institution. - The only asset of EGV Co., Ltd. is its ITV Public Company Limited shares, which were pledged as collateral to the Company s financial institution creditor at no cost. Therefore, the Company will proceed to have EGV Co., Ltd. transfer these shares to the Company for debt settlement when the Company transfers assets and cash collateral to repay its debt to such financial institution creditor. Transaction Value For the nine-month period ended December 31, ) Summary of Material Agreements During the past two years, the Company and its subsidiaries have entered into the material agreements as disclosed in its FY2015/16 Annual Registration Statement (Form 56-1) under Section 6.2 (Other Material Information), the details of which are summarised as follows: (1) Agreement on the License to Manage Promotional Space for the Commutation on the Bangkok Mass Transit System Project between BTSC and VGI, pursuant to which VGI has been granted an exclusive right to manage the advertising space at 7 stations along the BTS Sukhumvit and Silom extension lines, the merchandising space, and other additional areas within the extension line stations for a period of 13 years ended December 4, ) Proxy Forms Proxy forms and profiles of the independent directors nominated by the Company for the appointment as proxy, which comprises four independent directors who are members of the Audit Committee namely, Lt. Gen. Phisal Thepsithar, Mr. Suchin Wanglee, Professor Charoen Wattanasin, and Mrs. Pichitra Mahaphon, and an independent director who is not a member of the Audit Committee namely, Mr. Cheong Ying Chew, Henry, are set out in the enclosures of the Invitation to the Extraordinary General Meeting of Shareholders No.1/2017, Enclosure 6 and Enclosure 7. 80

83 Enclosure 5 Appointment of Proxy Guidelines for Appointment of Proxy, Registration, Documents for Registration and Vote Casting and Counting In the event that any shareholder is unable to attend the meeting in person, the shareholder can appoint any person or an independent director of the Company as his/her proxy to attend the meeting and cast the votes on his/her behalf. The Company has prepared proxy forms in accordance with the Notification of the Department of Business Development Re: Proxy Forms (No. 5) B.E (2007) which prescribes 3 types of proxy form to be used for the meeting of shareholders: Form A. Form B. Form C. is a general form that is simple and uncomplicated; is an explicit form that sets out specific details of authorization; is a form to be used specifically by shareholders who are foreign investors and have appointed a custodian in Thailand to be their share depository. In this regard, the Company has enclosed Proxy Form B. with this Invitation. Shareholders can download Proxy Form A., Form B. and Form C. from the Company s website at The appointment of proxy can be done as follows: Registration 1. Shareholders (other than shareholders who are foreign investors and have appointed a custodian in Thailand to be their share depository) may choose to use either Proxy Form A. or Form B. In any case, only one type of the proxy forms can be chosen. The Company recommends that shareholders use Proxy Form B. and instruct the vote casting for each agenda item; 2. Shareholders who are foreign investors and have appointed a custodian in Thailand to be their share depository may choose either Proxy Form A., Form B. or Form C. In any case, only one type of the proxy forms can be chosen; 3. A shareholder who appoints a proxy shall appoint only one proxy to attend and vote at the meeting and may not split his/her votes to multiple proxies to vote separately; 4. A proxy form must be correctly and completely filled in, signed by a grantor and a proxy(ies), and affixed with Baht 20 duty stamp, which must be crossed out and dated upon appointment of the proxy. For convenience, the Company will provide duty stamps for those who attend the meeting by proxy; 5. A proxy must present a registration form, a proxy form and other documents for registration to attend the meeting. The Company will open for the shareholders and/or proxies to register and verify the documents from p.m. on Monday April 3, 2017 onwards at Bangkok Convention Centre (BCC Hall), 5 th Floor, Central Plaza Ladprao, as detailed in the Map of the Meeting Venue in Enclosure 9. The Company reserves the rights to refuse the shareholders and/or proxies requests to withdraw the registration after the meeting begins or to register after the meeting is adjourned. 81

84 Documents for Registration The Company will use the barcode system for the registration and vote counting. Shareholders and proxies are requested to present the Registration Form as per Enclosure 1, which is enclosed with this Invitation, and the following documents at the registration desk: 1. Individual 1.1 Attendance in person A valid photographic identification document issued by a government agency, e.g., Thai nationality identification card, government identification card, driving license, or a passport. In case of name or surname change, documentary evidence to such effect must also be presented. 1.2 Attendance by proxy (a) (b) (c) 2. Juristic Person A Proxy Form A. or Form B., that has been correctly and completely filled in, signed by the grantor and the proxy(ies), and affixed with Baht 20 duty stamp, which must be crossed out and dated upon appointment of the proxy; A copy of an identification document of the grantor issued by a government agency as referred in Clause 1.1, which has been certified as true and correct by the grantor; An identification document of the proxy issued by a government agency as referred in Clause Attendance in person by an authorized representative(s) (a) (b) An identification document of the authorized representative(s) issued by a government agency as referred in Clause 1.1; A copy of the shareholder s affidavit, which must be issued no later than 6 months prior to the meeting date, containing a statement showing that such authorized representative(s) who attends the meeting is empowered to act on behalf of the juristic person, and which has been certified as true and correct copy by the authorized representative(s). 2.2 Attendance by proxy (a) (b) (c) (d) A Proxy Form A. or Form B., that has been correctly and completely filled in, signed by the grantor and the proxy(ies), and affixed with Baht 20 duty stamp, which must be crossed out and dated upon appointment of the proxy; A copy of the shareholder s affidavit, which must be issued no later than 6 months prior to the meeting date, containing a statement showing that the person who signs the proxy form is the authorized representative(s) of the juristic person, and which has been certified as true and correct copy by such authorized representative(s); A copy of an identification document of the authorized representative(s) of the shareholder, who signs the proxy form, issued by a government agency as referred in Clause 1.1, which has been certified as true and correct by such authorized representative(s); An identification document of the proxy issued by a government agency as referred in Clause

85 3. Shareholders who are foreign investors and have appointed a custodian in Thailand to be their share depository 3.1 Documents from custodian (a) (b) (c) (d) (e) A Proxy Form C. that has been correctly and completely filled in, signed by the custodian s authorized representative(s) as the grantor and the proxy(ies), and affixed with Baht 20 duty stamp, which must be crossed out and dated upon appointment of the proxy; A document confirming the license to engage in the custodian business; A copy of the custodian s affidavit, which must be issued no later than 6 months prior to the meeting date, containing a statement showing that the person who signs the proxy form is empowered to act on behalf of the custodian, and which has been certified as true and correct copy by the custodian s authorized representative(s); A copy of an identification document of the custodian s authorized representative(s), who signs the proxy form, issued by a government agency as referred in Clause 1.1, which has been certified as true and correct by such custodian s authorized representative(s); An identification document of the proxy issued by a government agency as referred in Clause Documents from shareholder (a) (b) (c) A power of attorney from the shareholder authorizing the custodian to sign the proxy form on his/her behalf; In the case of an individual shareholder - A copy of an identification document of the shareholder issued by a government agency as referred in Clause 1.1, which has been certified as true and correct by the custodian s authorized representative(s). In the case of a juristic person - A copy of the shareholder s affidavit, which must be issued no later than 6 months prior to the meeting date, containing a statement showing that the person who signs the power of attorney in Clause 3.2(a) is empowered to act on behalf of the juristic person, and which has been certified as true and correct by the custodian s authorized representative(s); - A copy of an identification of the authorized representative(s) of the shareholder, who signs the power of attorney, issued by the government agency as referred in Clause 1.1, which has been certified as true and correct by the custodian s authorized representative(s). Should any document presented not be made in Thai or English, a Thai or English translation must be provided together with such document. The translation must be certified correct translation by the shareholder or the authorized representative(s) of the shareholder (as the case may be). The Company reserves the right to make an exception for any of the documents or evidence above as the Company deems it appropriate. 83

86 Vote Casting and Counting 1. One share shall have one vote. 2. A shareholder attending the meeting in person and a proxy holding Proxy Form A. or Form B. must cast his/her votes in one of the following manners, i.e. approve, disapprove or abstain, and may not split his/her votes in each agenda item. 3. A proxy who is appointed by the custodian under Proxy Form C. may split his/her votes in each agenda item. 4. The Company will provide the voting cards to (a) the shareholders attending the meeting in person, (b) the proxies appointed under Proxy Form A. and (c) the proxies appointed under Proxy Form B. and Form C. in the event that the grantor has specified in the proxy form that the proxy shall have the right to consider and vote on his/her behalf as the proxy deems appropriate. 5. In the event that the grantor has specified the voting instruction in the proxy form, the Company will record such votes, together with the registration to attend the meeting of the proxy. In this regard, the Company will not distribute the voting cards to the proxy. 6. In casting the votes for each agenda item, the Company will collect only the voting cards from the shareholders or proxies who disapprove or abstain from voting. Such shareholders or proxies must write their votes for disapproval or abstention in the voting cards, and hand in such voting cards to the Company s officer at the time of casting the vote for each agenda item. In counting the votes, the Company will deduct the votes of the shareholders or proxies who disapprove or abstain from voting, and the invalid voting cards from all of the votes. Any shareholders or proxies who do not hand in the voting cards to the Company s officers shall be deemed as having approved such agenda item. In this regard, the shareholders or proxies who vote to approve are requested to write their votes for approval in the voting card and hand in such voting cards to the Company s officers after the meeting is adjourned. In the case where the vote is not clearly written or is amended without a signature on the voting card, such voting card is deemed to be invalid. 7. Before casting the votes in each agenda item, the chairman of the meeting or the person designated by the chairman of the meeting will give the shareholders and the proxies an opportunity to inquire or comment on the issues related to such agenda item as appropriate. In this regard, the shareholders or the proxies are requested to provide their names and surnames to the meeting before making any inquiry or comment. 8. Resolutions of the meeting require the following votes: 8.1 In ordinary cases, a resolution of the meeting requires a simple majority vote of the shareholders attending the meeting and casting their votes; 8.2 In other cases as specified otherwise by laws or the Company s Articles of Association, a resolution of the meeting shall be in accordance with the laws or the Company s Articles of Association. The Company has remarked the required resolution for each agenda item in the Invitation; 8.3 In the case of a tied, the chairman of the meeting shall have an additional vote as the deciding vote; 8.4 A shareholder or a proxy who has any special interests in any matter shall not be entitled to vote on such matter. 84

87 9. The vote counting will be conducted immediately and the chairman of the meeting or the person designated by the chairman of the meeting will announce the voting results to the meeting after the completion of the vote counting for each agenda item. In order to promote the Company s good corporate governance, the Company will use the barcode system for registration and vote counting. In addition, the Company will engage a legal advisor and/or a representative(s) from the minority shareholders to witness the vote counting. 85

88 Meeting Procedures Registration opens at p.m. The Company reserves the right to refuse registration if the presented documents are incomplete. Attendance in person Attendance by proxy Registration desk for shareholders attending in person Document verification desk Registration desk for proxies Present registration form and supporting documents Present registration form, proxy form and supporting documents Receive voting cards Enter the meeting room Meeting begins at 2.00 p.m. The Company reserves the right to refuse the request to withdraw the registration after the meeting begins. Meeting proceeds in accordance with the meeting agenda Collect voting cards from the persons who disapprove and abstain from voting in each agenda Announce voting results to the meeting Meeting is adjourned. The Company reserves the right to refuse registration after the Meeting is adjourned. 86

89 Enclosure 7 Profiles of Independent Directors for Appointment as Proxy 1. Professor Lt. Gen. Phisal Thepsithar Independent Director / Chairman of the Audit Committee / Chairman of the Nomination and Remuneration Committee Age: 85 years Address: 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok Conflict of Interest: No conflict of interest in relation to all agenda items 2. Mr. Suchin Wanglee Independent Director / Audit Committee Member / Nomination and Remuneration Committee Member Age: 81 years Address: 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok Conflict of Interest: No conflict of interest in relation to all agenda items 3. Professor Charoen Wattanasin Independent Director / Audit Committee Member / Nomination and Remuneration Committee Member / Corporate Governance Committee Member Age: 80 years Address: 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok Conflict of Interest: No conflict of interest in relation to all agenda items 4. Mr. Cheong Ying Chew, Henry Independent Director Age: 69 years Address: 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok Conflict of Interest: No conflict of interest in relation to all agenda items 5. Mrs. Pichitra Mahaphon Independent Director / Audit Committee Member Age: 66 years Address: 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok Conflict of Interest: No conflict of interest in relation to all agenda items 87

90 Definition of Independent Director of the Company (The Definition of Independent Director of the Company is more stringent than the minimum requirement of the Notifications of the Capital Market Supervisory Board.) 1. Must not hold more than 0.75% of the total number of shares having voting rights of the Company, its parent company, subsidiary, associated company, major shareholder, or controlling person, and, for the purpose of calculation, the number of shares held by a related person of such independent director shall also be included (Remark: The Company s criterion on this matter is more stringent than the minimum requirement of the Notifications of the Capital Market Supervisory Board which limits a holding of not more than 1%.); 2. Must not be or have been an executive director, an employee, a member of staff, an advisor who receives a regular salary, or a controlling person of the Company, its parent company, subsidiary, associated company, subsidiary of the same level, major shareholder, or controlling person, unless such status has ceased for at least 2 years; 3. Must not be a person who is related by blood or law as the father, mother, spouse, sibling, and child, including being the spouse of a child, of any other director, executive, major shareholder, controlling person, or any person who is to be nominated as a director, an executive, or a controlling person of the Company or its subsidiary; 4. Must not have or have had any business relationship with the Company, its parent company, subsidiary, associated company, major shareholder, or controlling person in the manner that may obstruct the exercise of his/her independent judgment, and must not be or have been a key shareholder or a controlling person of any entity having a business relationship with the Company, its parent company, subsidiary, associated company, major shareholder, or controlling person, unless such status has ceased for at least 2 years. The business relationship as stated in the first paragraph shall include conducting ordinary business transactions, offering or taking on leases of any immovable properties, conducting transactions relating to assets or services, or granting or accepting any financial supports by way of offering or taking on loans, guarantees, asset-based collaterals, including any other similar actions, which result in the Company or the counterparty being indebted to the other party in the amount of 3% or more of the net tangible assets of the Company or Baht 20 million or more, whichever is lesser, where the consideration of such indebtedness shall include the indebtedness taking place during a period of 1 year prior to the commencement date of the business relationship with such person; 5. Must not be or have been an auditor of the Company, its parent company, subsidiary, associated company, major shareholder, or controlling person, and must not be a key shareholder, a controlling person, or a partner of any audit firm of which the auditor of the Company, its parent company, subsidiary, associated company, major shareholder, or controlling person, is a member, unless such status has ceased for at least 2 years; 6. Must not be or have been a provider of any professional services, including a legal advisor or a financial advisor who receives or has received service fees in the amount of more than Baht 2 million per year from the Company, its parent company, subsidiary, associated company, major shareholder, or controlling person, and must not be a key shareholder, a controlling person, or a partner of such professional services provider, unless such status has ceased for at least 2 years; 88

91 7. Must not be a director who has been appointed as a representative of director of the Company, a major shareholder, or a shareholder who is a related person of the major shareholder; 8. Must not engage in the business of the same nature as and in significant competition with the business of Company or its subsidiaries, and must not be a key partner in a partnership, an executive director, an employee, a member of staff, or an advisor who receives a regular salary, or hold more than 1% of the total number of shares having voting rights of a company that engages in the business of the same nature as and in significant competition with the business of the Company or its subsidiaries; and 9. Must not have any other characteristics that may obstruct his/her ability to give independent opinion on the Company s operation. After being appointed as an independent director, such independent director may be assigned by the Board of Directors to make a decision with regard to the business operations of the Company, its parent company, subsidiary, associated company, subsidiary of the same level, major shareholder or controlling person, provided that such decision shall be a collective decision. 89

92 Enclosure 8 Articles of Association of the Company Chapter 1 General Provisions 1. These Articles shall be called Articles of Association of BTS Group Holdings Public Company Limited. 2. Unless otherwise stipulated in this Articles of Association, the provisions of law on public limited companies and law on securities and stock exchange shall apply in all aspects. Chapter 2 Shares and Shareholders 3. The Company s shares can be freely transferred without any restriction, except for the case that such transfer may cause the non-thai persons to hold more than 49 percent of the total issued shares of the Company. However, if any transfer will increase the ratio of aggregate shares held by the non-thai persons over the limit specified above, the Company reserves the right to refuse to register such transfer of shares. 4. The Company has the right to issue preference shares. Such preference shares shall be as determined by the shareholders meeting. 5. Preference shares of the Company can be converted to ordinary shares as determined by the shareholders meeting. 6. Shares of the Company are ordinary shares and shall be equal in value and entered in name share certificate. Each share of the Company shall be paid in full amount of share value by money or assets other than money. The share subscriber or share purchaser cannot set-off any debts with the Company. 7. A transfer of shares shall be valid and effective against a third party if such is conducted in compliance with the public limited company law, and the securities and stock exchange law if the Company is listed on the Stock Exchange of Thailand. 8. The Company has appointed Thailand Securities Depository Co., Ltd. as the Company s share registrar. The Company s registration procedures shall be as set forth by such share registrar. The share registrar may affix his/her name to the share certificate or any other securities certificate by signing or by using a machine, computer or any other method in accordance with the law on securities and stock exchange. 9. If the share certificate is damaged, the shareholder may request the Company to issue a new share certificate in substitution for the one that has been damaged. If the share certificate is lost or destroyed, the shareholder must first present to the share registrar the police report before the Company may issue a new share certificate. 90

93 10. The Company shall not own its shares or accept pledge of its shares, except in the following circumstances: (1) the Company may repurchase its shares from dissenting shareholders who vote against a resolution of the Shareholders Meeting approving an amendment to the Articles of Association of the Company regarding voting rights and the right to receive dividends which, in their opinion, is considered unfair; (2) the Company may repurchase its shares for financial management purposes when the Company has accumulated profits and excessive liquidity, provided that the share repurchase will not cause financial trouble to the Company. In this regard, shares held by the Company shall not be counted towards constituting a quorum for the Shareholders Meeting and shall carry no voting right as well as no right to receive dividends. The Company shall dispose of the repurchased shares as mentioned in the previous paragraph within the period prescribed in the pertaining ministerial regulation. If the Company fails to do so or is unable to complete the disposition within the prescribed period, the Company shall reduce its paid-up capital by writing off such repurchased but unsold shares. The repurchase, disposition and writing off of the repurchased but unsold shares as mentioned above shall be conducted in accordance with the rules and procedures as prescribed in the ministerial regulation. The repurchase of shares shall be approved by the Shareholders Meeting, except the repurchase of shares of the Company in an amount of not exceeding ten (10) percent of the paid-up capital shall be approved by the board of directors. Chapter 3 Issuance of Other Types of Securities and Transfer of Securities 11. The issuance, offering and transfer of securities to the public or other persons shall be conducted in accordance with the law on public limited companies, or law on securities and stock exchange. The transfer of other securities listed on the Stock Exchange of Thailand or other secondary market other than ordinary shares shall be conducted in accordance with the law on securities and stock exchange. The word securities shall be as defined in the law on securities and stock exchange. Chapter 4 Directors 12. The Board of Directors shall consist of not less than 5 persons, and at least half of the number of directors shall have their residences in the kingdom. A director of the Company is not required to be a shareholder of the Company. Authorized directors to sign on behalf of the Company are any two directors designated by the Board of Directors, jointly sign with the Company s seal affixation. 91

94 13. In voting for the election of directors, every shareholder shall have one vote per share. Each shareholder must use all of his/her votes to elect one person or more to be the director(s) but may not divide his/her votes among several persons. The persons who receive the highest votes in descending order shall be elected as directors equal to the number of directors to be elected on that occasion. In the event that the persons being elected in subsequent order have equal votes but their election would exceed the number of directors required to be elected in that meeting,the chairman of the meeting shall have a casting vote. 14. At the annual general meeting of shareholders in each year, not less than one-third of the number of the directors in the Board of Directors shall retire by rotation. If the number of directors to retire by rotation cannot be divided into three, the closest number to one-third (1/3) shall retire. The retired directors are eligible for re-election. The directors who shall retire in the first and second years after Company s registration shall be decided by drawing. For the subsequent years, the directors who remain longest in the office shall retire. 15. For each Board of Directors meeting, the invitation to the meeting must be sent to the directors at least 7 days in advance before the meeting date. However, in necessary and emergency case and in order to preserve the rights or benefits of the Company, the invitation to the meeting may be sent by other means within a shorter timeframe. Such invitation may be served by hand to each director, or transmitted by telex or facsimile transmission to every director specifying the place, date and time of the meeting and the nature of the businesses to be transacted. 16. In each directors meeting, at least a half of the directors shall personally attend the meeting in order to constitute a quorum. 17. The Board of Directors meeting may not adopt any resolution, unless such resolution receives the majority votes of the directors attending such meeting. 18. Minutes of the Board of Directors meeting shall be kept in the Thai language with the English translation. 19. The directors shall elect the Chairman and the Managing Director from among themselves, including electing other officers as they may deem reasonable. The Managing Director shall be responsible for Company s business management and operate routine operation of the Company, and shall report directly to the Board of Directors. 20. Apart from a retirement from office by rotation, a director shall vacate his office upon: a. death; b. resignation; c. disqualification or is prohibited from being a director under the Public Limited Companies Act; d. being removed by a shareholders resolution; e. being dismissed by a court order. 92

95 21. Where there is a vacancy in the Board of Directors for other reasons apart from retirement by rotation, the directors shall elect the person who possesses qualifications and has no prohibited qualification pursuant to the Public Limited Companies Act to be a director in the following Board of Directors meeting, except when the term of such vacancy is less than two months. A person appointed shall keep his office only up to the period of the vacating director. The Board of Directors resolution in accordance with the first paragraph shall contain no less than three-quarters of the votes of directors remaining in the office. 22. The shareholders meeting may resolve to remove any director from his office before his retirement by rotation. Such resolution shall contain at least three-quarters of the votes of shareholders attending the meeting and having the rights to vote, and holding at least one half of the shares held by the shareholders attending the meeting and having the rights to vote. 23. The Board of Directors shall have the authority and duty to manage the Company according to its objectives, Articles of Association and resolution of the shareholders meeting and shall have the authority to carry out the followings: a. To resolve to fix the names of the directors who will be the authorized directors of the Company according to Clause 12. of the Articles of Association. b. To resolve to authorize one or more directors or other persons to perform one or more specific acts on behalf of the Company. Chapter 5 General Meeting of Shareholders 24. The Board of Directors shall procure the report on business operation, accounts, profit and loss statement and balance sheet of the Company and propose to every Annual General Meeting of Shareholders. 25. The Annual General Meeting shall be held within 120 days from the end of every fiscal year. The businesses to be transacted at the Annual General Meeting of Shareholders shall be as follows: (1) To consider and approve the report of the Board of Directors on the business operation of the Company in the past fiscal year; (2) To consider and approve the financial statements of the Company for the end of fiscal year and the auditor s report; (3) To declare the dividend payment if there is the sufficient profit; (4) To appoint the auditors and determine their remuneration; (5) To appoint the directors to replace the directors who will retire by rotation; (6) Other businesses likely to benefit the Company. 93

96 26. Other shareholders meetings shall be called Extraordinary Meeting. The Board of Directors may call an Extraordinary Meeting any time as the Board of Directors deems appropriate. The Board of Directors shall also call an Extraordinary Meeting when the shareholder(s) holding at least one-fifth of the issued shares, or at least 25 shareholders holding at least one-tenth of the total issued shares submit a request in writing to the Board of Directors specifying the reason for calling such meeting, and the Board of Directors shall hold the meeting within one month from the receipt of shareholders request. 27. Every invitation to the meetings whether being the Annual General Meeting or the Extraordinary Meeting shall specify the place, date and time of the meeting, including the businesses to be transacted at the meeting and businesses to be proposed to the meeting with sufficient details. The agenda shall specify clearly whether it is submitted to the meeting for acknowledgement, for approval or for consideration, as the case may be, including the opinion of the Board of Directors on such matter. The invitation shall be sent by mail to all shareholders whose names appear in the share register book of the Company at least seven days before the meeting date. As for the shareholders who residing abroad, the invitation shall be sent by registered airmail and the Company shall advertise the invitation to the meeting for three consecutive days in the newspaper, for at least three days before the meeting date. 28. A general meeting may not transact any business unless at least 25 shareholders and their proxies (if any) or at least a half of the total number of shareholders attend the meeting, and the shareholders attend the meeting must hold at least one-third of the total issued shares to constitute a quorum. If within one hour from the time scheduled for the meeting a quorum is not presented, if the meeting is called by the request of the shareholders, such meeting shall be adjourned. However, if such meeting is not called by the request of shareholders, the meeting shall be rescheduled. The invitation to such meeting shall be sent in writing to every shareholder at least seven days before the meeting date. In such postponed meeting, the shareholders present at the meeting shall constitute a quorum. The invitation to the postponed meeting must contain the agenda for the meeting. In this postponed meeting, no business can be transacted, and no resolution can be adopted, unless it is specified in such invitation to the meeting. 29. (1) The shareholder may appoint a person in writing to be his/her proxy at the shareholders meeting. A proxy is not required to be a shareholder. The proxy instrument must be dated and signed by the shareholder who is the grantor, and shall be in the form specified by the registrar. (2) The proxy instrument must be deposited with the Chairman of the meeting before the proxy attends the meeting. If the proxy whose name appears in the proxy instrument wishes to vote in such meeting, if the shareholder is a juristic person, the evidence stating the name of the authorized signatory(ies) of said juristic person must also be deposited with the Chairman together with the proxy instrument appointing the proxy. (3) The proxy has the right to cast the votes equal to the amount of votes appointed in addition to his personal votes as a shareholder. 30. The Chairman of the meeting may postpone the Annual General Meeting with the consent of the meeting. However, in the postponed meeting, no other businesses may be transacted except for the businesses pending from the previous meeting. 31. Minutes of all shareholders meetings shall be kept in the Thai language with English translation. 32. The share register book of the Company shall be closed during the fourteen days prior to every Annual General Meeting. Such share register book closure shall be advertised to the shareholders at the head office or branch of the Company for at least fourteen days in advance, and during such period no transfer of Company s shares may be registered. 94

97 Chapter 6 Accounting, Finance and Auditing 33. The fiscal year of the Company shall begin on April 1 and end on March 31 of every year. 34. The Company shall procure and maintain the account including the auditing of accounts as required by the relevant law and shall procure a balance sheet and the profit and loss statement at least once during every twelve-month period which is the fiscal year of the Company. 35. The Board of Directors shall procure the balance sheet and the profit and loss statement as at the last day of the fiscal year of the Company, and propose to the shareholders meeting for consideration and approval at the Annual General Meeting. The Board of Directors shall have the balance sheet and the profit and loss statement audited by an auditor prior to proposing to the shareholders meeting. 36. The Board of Directors shall deliver the following documents to the shareholders along with the invitation to the Annual General Meeting: (1) copies of balance sheet and the profit and loss statement which have been audited by an auditor, together with the auditor s report; (2) the annual report of the Board of Directors. 37. Annual dividend payment shall be approved by the shareholders meeting except for interim dividend payment which may be considered by the Board of Directors from time to time when it is considered that the Company has sufficient profit to do so. Once such dividend payment is made, it shall be reported to the shareholders meeting in the following meeting. 38. In addition to the reserve fund that the Company has to reserve as required by law, the Board of Directors may consider setting aside other reserve fund as it deems appropriate. 39. The auditor must not be a director, a staff, an employee or a person holding any position in the Company. 40. The auditor shall have the power to audit the account, documents and other evidences related to the revenues and expenditures including the assets and liabilities of the Company during the office hours of the Company. In this regard, the auditor shall also have the power to inquire the directors, staffs, employees, persons holding any position in the Company, and representatives of the Company, including requesting for explanation or for documents or records in connection with the operation of the business of the Company. 41. The auditor has the duty to attend every shareholders meeting at which the balance sheet, the profit and loss statement and the matters relating to the accounts of the Company are to be considered. In addition, in order to explain to the shareholders the auditing of accounts, the Company shall also deliver to the auditor the reports and documents of the Company that are to be received by the shareholders at that shareholders meeting. 42. The seal of the Company shall be as follows: Chapter 7 Additional Provisions -Imprint of the Company s Seal- 95

98 Enclosure 9 Directions Direction by MRT : Get off at Phaholyothin MRT Station Direction by BTS Skytrain : Get off at Mo Chit BTS Station Direction by Bus : 8, 26, 28, 29, 34, 38, 39, 44, 51, 52, 59, 63, 77, 90, 92, 96, 108, 134, 136, 138, 139, 145, 159, 170, 177, 183, 185, 502, 503, 509, 510, 512, 513, 517, 518, 528, 524, 545 Direction by Car : Located at Ladprao five-way intersection, opposite to Union Mall. Accessible via two main roads, Phaholyothin Road and Vibhavadi-Rangsit Road. 96