(- Translation -) Ref. No. BTS 2464/2013. March 12, 2013

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1 (- Translation -) Ref. No. BTS 2464/2013 March 12, 2013 Subject: Notify the Schedule for the Exercise of Rights to Purchase Ordinary Shares of BTS Group Holdings Public Company Limited under the Warrants BTS-W2 (2 nd Exercise) To: President The Stock Exchange of Thailand Attachment 1. Summary of the Details in relation to the Exercise of Rights to Purchase Ordinary Shares of BTS Group Holdings Public Company Limited under the Warrants BTS-W2 (2 nd Exercise) 2. Form for the Notification of the Intention to Exercise the Rights to Purchase Ordinary Shares of BTS Group Holdings Public Company Limited under the Warrants BTS-W2 BTS Group Holdings Public Company Limited (the Company ) has issued the warrants representing the rights to purchase the ordinary shares of the Company No. 2 (BTS-W2) (the Warrants or Warrants BTS-W2 ) in the total amount of 5,027,000,448 units on November 11, The Warrants BTS-W2 are due for exercise on the last business day of every quarter (March, June, September and December) of each calendar year after the 2-year anniversary from the issuance date. In this regard, the first exercise date is on December 28, 2012 and the last exercise date is on November 11, The Company has allocated up to 804,320,072 newly issued ordinary shares at the par value of Baht 4 per share to accommodate the exercise of the Warrants BTS-W2. Details are as stipulated in the Terms and Conditions Governing the Rights and Obligations of the Warrant Issuer and the Warrant Holders to Purchase Newly Issued Ordinary Shares of BTS Group Holdings Public Company Limited No. 2 (BTS-W2) dated November 11, 2010 and Amendment to the Terms and Conditions No. 1 dated August 7, During the period between December 21 27, 2012, there were 8,974,167 units of Warrants exercising the right to purchase the shares of the Company (First Exercise). As a result, the balance of the Warrants being unexercised is 5,018,026,281 units and the balance of the ordinary shares reserved to accommodate the exercise of Warrants BTS-W2 is 802,884,208 shares. Details are as appeared in the letter of the Company Ref. No. BTS 2004/2013 dated January 4, 2013 to which to Company had announced through the Stock Exchange of Thailand s information disclosure channel. In this regard, the Company would like to inform the details regarding the exercise of rights under the Warrants to purchase the ordinary shares of the Company under the Warrants BTS-W2 for the 2 nd exercise as below. The 2 nd Exercise Date March 29, 2013 Period for the Notification of Exercise Ratio During 8.30 hrs hrs. on March 22, 25, 26, 27 and 28, unit of Warrants BTS-W2 : 0.16 share; if the exercised

2 Exercise Price Agent Receiving Exercise Intention Place to Exercise the Warrants Documents and Evidence Payment Methods Warrants result in a share fraction, such fraction shall be rounded down (Please see examples of calculation in Attachment 1). Baht per share; any Satang derived from the calculation of subscription price shall be rounded down (Please see examples of calculation in Attachment 1). Operations Department 6/F Muang Thai-Phatra Office Tower 1 252/6 Ratchadapisek Road, Huaykwang, Bangkok 10310, Thailand Contact persons : Ms. Orachorn Chanapokakul Ms. Areewan Yangtad Mr. Jareug Kumpeerakit Contact Number : Ext. 9390, 9391, Form for Notification of Intention to Exercise the Rights to Purchase Ordinary Shares of BTS Group Holdings Public Company Limited under the Warrants BTS-W2 ( Form for Notification of Intention to Exercise the Warrants ) (Please see Attachment 2) 2. Warrant Certificate or Warrant Substitute in the amount specified in the Form for Notification of 3. Supporting documents for the exercise of the Warrants (Please see Attachment 1 for more details) Check, cashier check, bank draft / bill of exchange, or wire transfer Please be informed accordingly. Sincerely yours, BTS Group Holdings Public Company Limited - Miss Chayada Yodyingtammakul - Company Secretary 2

3 Attachment 1 Summary of the Details in relation to the Exercise of Rights to Purchase Ordinary Shares of BTS Group Holdings Public Company Limited under the Warrants BTS-W2 (2 nd Exercise) 1. Period for the Notification of During 8.30 hrs hrs. on March 22, 25, 26, 27 and 28, The 2 nd Exercise Date March 29, Exercise Ratio and Exercise Price Exercise Ratio Exercise Price : 1 unit of Warrants BTS-W2 for 0.16 share of the Company; if the exercised Warrants result in a share fraction, the Company will eliminate such fraction of shares (round down). : Baht per share; any Satang (a currency unit less than one Baht) derived from the calculation of subscription price shall be eliminated (round down). Examples of Calculation The 1 st Column The 2 nd Column The 3 rd Column The 4 th Column The 5 th Column Number of Exercised Warrant Units Calculation of the number of shares to be allocated according to the exercise ratio (1 unit : 0.16 share) Number of shares to be allocated as derived from the calculation in the 2 nd Column, after rounding down Calculation of exercise price (Baht per share) 100 Units 100 x 0.16 = shares 16 x = Baht Units 314 x 0.16 = shares 50 x = Baht 218 Subscription price as derived from the calculation in the 4 th Column, after rounding down 1,825 Units 1,825 x 0.16 = shares 292 x = 1, Baht 1,277 2,857 Units 2,857 x 0.16 = shares 457 x = 1, Baht 1, Agent Receiving Exercise Intention 5. Places to obtain the Form for the Notification of (1) Thailand Securities Depository Co., Ltd. ( TSD ); (2) ; (3) Any securities company acting as a broker of the warrant holders; or (4) Download from the Company s website: 3

4 6. Place to Exercise the Warrants Place Operations Department 6/F Muang Thai-Phatra Office Tower 1 252/6 Ratchadapisek Road, Huaykwang, Bangkok 10310, Thailand Contact Persons Ms. Orachorn Chanapokakul, Ms. Areewan Yangtad and Mr. Jareug Kumpeerakit Contact Number Ext. 9390, 9391, 9379 Facsimile: Documents and evidence for the notification of intention to exercise the rights to purchase shares of the Company The warrant holders who wish to exercise the rights to purchase the ordinary shares shall submit documents as follows: (1) Submit the completed Form for Notification of (as per Attachment 2), signed by the warrant holders; (2) Deliver the Warrant Certificate or the Warrant Substitute as per the form prescribed by the TSD in the amount specified in the Form for Notification of Intention to Exercise the Warrants Exercise with a Warrant Certificate Deliver the Warrant Certificate in the amount specified in the Form for Notification of Exercise in a case of Scripless System Deliver the Warrant Substitute in the amount specified in the Form for Notification of (a) In the case that the warrant holders have their own securities trading accounts (and the Warrants are kept in the account named Thailand Securities Depository Co., Ltd. for depositor ), the warrant holders who wish to exercise the Warrants shall give notifications of their intention to exercise the Warrants, fill in the form to withdraw the Warrants or for the issuance of the Warrant Substitute as prescribed by the Stock Exchange of Thailand, and submit to their broker. Such securities company will proceed to notify TSD to withdraw the Warrants from the account named Thailand Securities Depository Co., Ltd. for depositor. TSD will then issue and send the Warrant Substitute to the securities company. The warrant holders could use such Warrant Substitute as a supporting document in exercising the rights to purchase the Company s ordinary shares. (b) In the case that the warrant holders do not have a securities trading account (and the Warrants are kept with the Securities Depository in the account named Issuer Account ), the warrant holders who wish to exercise the Warrants shall give notifications of their intention to exercise the Warrants, fill in the form to withdraw the Warrants or for the issuance of the Warrant Substitute as prescribed by the Stock Exchange of Thailand and submit to TSD requesting for the withdrawal of the Warrants from the account named Issuer Account. TSD will then issue the Warrant 4

5 Substitute, which warrant holders could use as a supporting document in exercising the rights to purchase the Company s ordinary shares. The warrant holders are recommended to contact their brokers or TSD for clarification on the detailed process and timeline of the procedure. (3) Submit the supporting documents for the exercise of the Warrants as follows: (a) Thai individual - A certified true copy of identification card or governmental officer identification card/ state enterprise officer identification card that is still valid, and a certified true copy of the household registration (in case of any name/surname change which causes the name/surname to be different from the name/surname appearing on the Warrants, the copy of any document issued by the governmental authority e.g. marriage certificate, divorce certificate, certificate of name/surname change, etc. must be attached.) (b) Non-Thai individual - A certified true copy of passport or foreigner certificate that is still valid. (c) Thai juristic person - A certified true copy of the affidavit issued by the Ministry of Commerce for no longer than 1 year prior to the Exercise Date, signed by the authorized signatory(ies) and affixed with the seal of such juristic person (if any); and - A certified true copy of the documents as specified in Clause (a) or (b), as the case may be, of the authorized signatory(ies) who certifies the documents under this clause. (d) Non-Thai juristic person 8. Payment Method - A certified true copy of the certificate of incorporation, memorandum of association and/or affidavit of the juristic person, signed by the authorized signatory(ies) of such juristic person and affixed with the seal of such juristic person (if any); and - A certified true copy of passport of the authorized signatory(ies) who certifies the documents under this clause that is still valid. The warrant holders who wish to exercise the rights to purchase the ordinary shares of the Company shall pay the subscription price according to the amount specified in the Form for Notification of, payable in any form of the followings: (1) Check, cashier check or bank draft/bill of exchange which can be collected for payment in Bangkok within 2 business days and is crossed and made payable to BTS Group Holdings Plc. for the subscription and exercise of rights under the Warrants ; or 5

6 (2) Wire transfer to the following account and present the evidence of such payment Bank name KASIKORNBANK PUBLIC COMPANY LIMITED Account name BTS Group Holdings Plc. for the subscription and exercise of rights under the Warrants Branch Thanon Ratchada Phisek Huai Khwang Type of account Current account Account number SWIFT Code KASITHBK The exercise of the Warrants shall be considered completed only when the Company or Phatra Securities Public Company Limited has successfully collected the payment of such subscription price. If the Company or could not collect such payment in whatsoever case that is not according to the fault of the Company or, the Company will consider that such warrant holder intends to call off the exercise of the Warrants in such exercise. For more details regarding the Terms and Conditions Governing the Rights and Obligations of the Warrant Issuer and the Warrant Holders to Purchase Newly Issued Ordinary Shares of BTS Group Holdings Public Company Limited No. 2 (BTS-W2) dated November 11, 2010 and Amendment to the Terms and Conditions No. 1 dated August 7, 2012, please download from the Company s website at (available in Thai only). 6

7 Attachment 2 Subscription number Form for the Notification of the Intention to Exercise the Rights to Purchase Ordinary Shares of BTS Group Holdings Public Company Limited under the Warrants BTS-W2 Date to notify the intention to exercise... To: Board of Directors of BTS Group Holdings Public Company Limited I/We (Mr. / Mrs. / Miss / Juristic person) Date of birth. Nationality Gender..Occupation. Contact address:.. Telephone number... Permanent home address: Same as contact address Others, please specify.. Tax ID number.... Type of tax paying Tax to be deducted Tax not to be deducted Thai individual. Identification card number.. Foreign individual. Passport number. Please attach a certified true copy of supporting documents for the exercise of the Warrants Thai juristic person. Corporate registration number.. Foreign juristic person. Corporate registration number... Being a warrant holder of BTS Group Holdings Public Company Limited (the Company ), I/We hereby intend to exercise the rights to purchase the Company s ordinary shares as stated below: Number of the unit of Warrants to be exercised Exercise Ratio (Unit : Share) Number of ordinary shares derived from the exercise of Warrants Units 1 : (Round down fraction, if any)* Exercise Price (Baht /Share) Total subscription payment for the subscribed shares Shares Baht.00 (Round down Satang, if any)** Amount (in words): * If the exercised Warrants result in a share fraction, such fraction shall be rounded down. ** Any Satang derived from the calculation of subscription price shall be rounded down. I/We herewith submit the subscription payment to purchase such ordinary shares that can be collected in Bangkok within 2 business days only which paid by: Check Cashier check Bank draft / Bill of exchange Wire transfer (original copy of pay-in slip attached) Check number... Dated... Bank... Branch... Payable to BTS Group Holdings Plc. for the subscription and exercise of rights under the Warrants, the current account at KASIKORNBANK PCL. Thanon Ratchada Pisek Huai Khwang Branch, account number In case where the amount of subscription payment equals to Baht 700,000 and above, please identify the Beneficial Owner accordingly In case where the Subscriber is an individual Myself Other, please specify... In case where the Subscriber is a juristic person, please specify... I/We hereby deliver the Warrant Certificate(s) / Warrant Substitute and request for the return of the remaining Warrants, which are not exercised (if any) as follows: Warrant Certificate number.... amount units Second Warrant Certificate (if any) number.... amount units Warrant Substitute number..... amount units Amount of the remaining Warrants to be returned units Upon being allocated the subscribed shares, I / We agree that the Company shall deliver the shares as follows (Please choose one only): Deposit shares into my/our securities trading account: Issue a share certificate for the allotted shares in the name of the Thailand Securities Depository Co., Ltd. for Depositors and proceed for.... Participant Number... to deposit the said shares with the Thailand Securities Depository Co., Ltd. for depositors for my / our securities trading account number.. Name.... maintained at such company. (The warrant holder s name must be correspondent with trading account name). Deposit shares into the issuer account: Issue a share certificate for all the shares received from the exercise of the Warrants in the name of Thailand Securities Depository Company Limited for Depositors and deposit those shares with Thailand Securities Depository Company Limited under the issuer account number 600 for my/our name (for issuing a share certificate later, a warrant holder must pay the fee as specified by Thailand Securities Depository Company Limited and the securities company (if any)). Issue a share certificate: Issue a share certificate for the allotted shares in my / our name and deliver it to me / us by registered mail at the address appearing in the warrant holders register book whereby, I /we may obtain the share certificate after the Stock Exchange of Thailand has approved the listing of the said new shares and the trading thereof in the Stock Exchange of Thailand. I/We or Beneficial Owner hereby undertakes to purchase the ordinary shares as stated above and will not revoke such intention to exercise of rights. However, if I/we do not submit Warrant Certificate or Warrant Substitute or supporting documents or the Company cannot collect the subscription price, I/we agree that such intention to exercise the Warrants shall be nullified without being exercised. In this regard, I/We agree that the Company shall have the right to proceed in the manner as specified in the Terms and Conditions Governing Rights and Obligations of the Warrant Issuer and the Warrant Holders to Purchase Ordinary Shares of BTS Group Holdings Pubic Company Limited No. 2 (BTS-W2) In the case that it is necessary to return the subscription fee as prescribed in the terms and conditions of the Warrants, please return via transfer of the money via automatic transfer system or ATS to the bank name......(accounts maintained with Bangkok Bank, KASIKORNBANK, Siam Commercial Bank and Bank of Ayudhya ONLY) account name.... account no....branch. (Please attach a copy of bank account book) or make payment by issuing a check paid to the order of the subscriber and deliver such check to the name and address appearing in the warrant holders register book via registered mail. Signed... Officer receiving exercise intention Signed... Subscriber ( ) ( ) SUBSCRIPTION RECEIPT (SUBSCRIBER PLEASE ALSO FILL IN THIS PORTION) Subscription Number.. Date.. Company has received money from (Name of subscriber)... to purchase the ordinary shares in correspondence with the warrants of the Company Amount of shares derived from the exercise... shares at the exercise price of Baht Total amount of... Baht, paid by: Check Cashier Check Bank Draft or Bill of Exchange Wire Transfer (attach pay-in slip) Check Number... Dated... Bank... Branch... Warrant Certificate number..... Warrant Substitute number... Issue a share certificate in the name of Thailand Securities Depository Co., Ltd for the Depositor s, Broker Number Securities Trading Account Number. Issue a share certificate in the name of Thailand Securities Depository Co., Ltd and deposit those shares in issuer account under my name for account number 600 Issue a share certificate in the name of subscriber Authorized Officer... Baht

(Translation) Italian-Thai Development Public Company Limited

(Translation) Italian-Thai Development Public Company Limited Terms and Conditions Governing the Rights and Obligations of the Issuer and Holders of the Warrants Representing Rights to Purchase the Newly Issued Ordinary Shares of Italian-Thai Development Public Company