Invitation to the 2013 Annual General Meeting of Shareholdersbts.listedcompany.com/misc/ShareholderMTG/AGM2013/20130625-BTS-AGM... · Invitation to the 2013 Annual General Meeting

Invitation to the 2013 Annual

General Meeting of Shareholders

BTS GroupHoldings Public Company Limited

The 2013 Annual General Meeting of Shareholders

To be held on Friday July 26, 2013, at 13.30 hrs.

Rama Gardens Hotel Bangkok, Convention Center,

9/9 Vibhavadi Rangsit Road, Laksi, Bangkok

BTS Group Holdings Public Company Limited14 -15 Floor, TST Tower, 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900

Tel: +66 2273 8511-5, +66 2273 8611-5 Fax: +66 2273 8610, +66 2273 8616 www.btsgroup.co.th

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Table of Contents

Page

Invitation to the 2013 Annual General Meeting of Shareholders 1

Registration Form (Please bring this document to the meeting)

(Enclosure 1) Please see the separate document

Annual Report 2012/13 and Sustainability Report in CD-ROM

(Enclosure 2) As enclosed

Copy of the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2012

dated December 18, 2012

(Enclosure 3) 15

Profiles of the persons nominated as Directors of the Company and Definition of Independent

Director of the Company

(Enclosure 4) 45

Profiles and working experience of auditors

(Enclosure 5) 52

Guideline for the appointment of proxy, the registration, documents to be presented on the

meeting date, the voting procedures and votes counting and the meeting procedures

(Enclosure 6) 55

Proxy Form B.

(Enclosure 7) Please see the separate document

Profiles of Independent Directors for appointment of proxy by the shareholders

(Enclosure 8) 61

The Company’s Articles of Association

(Enclosure 9) 62

Location Map

(Enclosure 10) Inside back cover

…/2

Agenda 2 To consider and adopt the Minutes of the Extraordinary General Meeting of

Shareholders No. 1/2012

The Company had prepared the Minutes of the Extraordinary General Meeting of Shareholders No.

1/2012 dated December 18, 2012 and submitted the copy as appeared in Enclosure 3, to the Stock

Exchange of Thailand within 14 days from the meeting date. The said minutes are also available on

the Company’s website. The shareholders’ meeting is proposed to adopt the Minutes of the

Extraordinary General Meeting of Shareholders No. 1/2012 dated December 18, 2012.

Opinion of the

Board of Directors:

The Board of Directors considers that the Minutes of the Extraordinary General

Meeting of Shareholders No. 1/2012 dated December 18, 2012 were correctly

and completely recorded and deems appropriate to propose to the shareholders’

meeting to adopt the said minutes.

Remark: Resolution in this agenda shall be adopted by the majority votes of the

shareholders attending the meeting and casting their votes, excluding the

abstained votes from the calculation base.

Agenda 3 To acknowledge the report on the results of the Company’s business operation

for the fiscal year ended March 31, 2013

The shareholders’ meeting is proposed to acknowledge the report on the results of the Company’s

business operation for the fiscal year ended March 31, 2013, as appeared in pages 71 - 74, under

Section 4.4 “Management Discussion & Analysis” of the Annual Report 2012/13, Enclosure 2. The

key summary is below.

Consolidated Financial Statements For the fiscal year ended

March 31, 2013 March 31, 2012

Total Assets (Million Baht) 67,031 66,889

Total Liabilities (Million Baht) 16,428 29,957

Total Shareholders’ Equity (Million Baht) 50,603 36,932

Total Revenues (Million Baht)* 6,714 4,955

Profit attributable to equity holders of the Company

(Million Baht)

2,488 2,106

Earnings per share - profit attributable to equity

holders of the Company (Baht/Share)**

0.24904 0.23107

* Bangkok Mass Transit System Public Company Limited, a subsidiary, sold the net farebox revenue that it will receive from

its operation of the core BTS SkyTrain system with track length of 23.5 km under the concession to BTS Rail Mass Transit

Growth Infrastructure Fund by entering into the net revenue purchase and transfer agreement on April 17, 2013. In

accordance with TFRS 5 (revised 2009) “Non-current Assets Held for Sale and Discontinued Operations”, an asset

classified as held for sale, and the assets and liabilities included within a disposal group classified as held for sale, are

…/3

presented separately in the statement of financial position. As a result, as at March 31, 2013, the Company classified the

assets derecognized from its accounts on April 17, 2013 as non-current assets classified as held for sale, and presented them

as a separate item in the statement of financial position. Thus, in the statement of financial position as at March 31, 2013,

the Company presented the information on the total revenues after removing the revenues relating to such non-current assets

classified as held for sale (the farebox revenues – net at Baht 4,896 million). For two fiscal-year comparative purposes, the

total revenues for the fiscal year ended March 31, 2012 was restated by removing the farebox revenues – net at Baht 4,297

million from the total revenues of Baht 9,252 million and, therefore, the information of the total revenues for the fiscal year

ended March 31, 2012 was presented as Baht 4,955 million.

** The Company completed the share consolidation and the change in par value of shares from Baht 0.64 per share to Baht

4 per share on August 7, 2012 resulting in the change in the number of ordinary shares during the year. For comparative

purposes, the Company adjusted the number of ordinary shares as if the share consolidation and change in par value of

shares had occurred at the beginning of the earliest period reported. In addition, for two fiscal-year comparative purposes,

the earnings per share for the fiscal year ended March 31, 2012 was restated as if the share consolidation and change in par

value of shares had occurred since the fiscal year ended March 31, 2012.

Opinion of the

Board of Directors:

The Board of Directors deems appropriate to report the results of the Company’s

business operation for the fiscal year ended March 31, 2013 to the shareholders’

meeting for acknowledgement.

Remark: This agenda is for acknowledgement and no casting of vote.

Agenda 4 To consider and approve the Company and its subsidiaries report and

consolidated financial statements for the fiscal year ended March 31, 2013

The shareholders’ meeting is proposed to consider and approve the Company and its subsidiaries

report and consolidated financial statements for the fiscal year ended March 31, 2013, as appeared in

pages 113 - 204, under Section 6.3 “Independent Auditor’s Report”, Section 6.4 “Audited Financial

Statements” and Section 6.5 “Notes to Consolidated Financial Statements” of the Annual Report

2012/13, Enclosure 2.

Opinion of the

Board of Directors:

The Board of Directors deems appropriate to propose to the shareholders’ meeting

to consider and approve the Company and its subsidiaries report and

consolidated financial statements for the fiscal year ended March 31, 2013,

which have been audited by the Company’s Certified Public Accountant,

reviewed by the Audit Committee and approved by the Board of Directors.

Remark: Resolution in this agenda shall be approved by the majority votes of the

shareholders attending the meeting and casting their votes, excluding the abstained

votes from the calculation base.

…/4

Agenda 5 To consider and approve the allocation of profit for the results of the operation

in the fiscal year ended March 31, 2013 and dividend distribution

Dividend Payment Policy

The Company has a policy of paying dividend at the rate of no less than 50% of the net income after

tax in accordance with the Company’s financial statements (on a standalone basis). The Company

shall pay dividend in the following fiscal year taking into consideration the cashflow from the

operation of the business. The annual dividend payment announcement must be approved at the

Annual General Meeting of Shareholders. As for the interim dividend payment, the Company’s Board

of Directors may deem it appropriate to pay interim dividend if the Company has sufficient profits

and working capital for business operation after the interim dividend payment. The Board of Directors

has the responsibility to inform the shareholders of such payment in the subsequent shareholders’

meeting.

The Board of Directors shall take the following factors into account when considering dividend

payment to the shareholders, namely, the Company’s performance, liquidity, current cashflow and

financial status, regulations and conditions regarding dividend payment as set forth in the loan

agreements, bonds, any contracts imposing the Company’s liabilities, including 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 must comply with the Public Company Limited Act B.E. 2535 (1992)

(as amended), which states that the Company cannot pay dividend if the Company still has retained

loss though the Company has net income in that particular year. Additionally, the Public Company

Limited Act B.E. 2535 (1992) (as amended) states that the Company is required to reserve an amount

equal to 5% of the annual net income after deduction of the retained loss (if any) as legal reserve fund

until such legal reserve fund is equal to not less than 10% of the registered capital. In addition to the

legal reserve fund, the Board of Directors may consider making other types of reserve fund as it

deems appropriate.

Subject to the compliance with the Public Company Limited Act B.E. 2535 (1992) (as amended) and

provided that there is no material adverse change to the business operation or financial conditions of

the Company, in the next 3 fiscal years, namely the fiscal year ended March 31, 2014 - March 31,

2016, the Company has a policy to pay out the dividend to the shareholders from its net income and/or

retained earnings at the amount of:

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, 2016.

…/5

The Company’s ability to pay the dividend in the aggregate amount of no less than Baht 21,000

million in the next 3 fiscal years will be supported by the profits from operation as well as the

extraordinary profits from the infrastructure fund transaction.

Allocation of Profit for Dividend Payment

The operating results for the fiscal year ended March 31, 2013 show that the Company has net income

after corporate income tax (financial statements on a standalone basis) in the amount of Baht 5,469.8

million. The Company already allocated the fund as legal reserve in the amount of Baht 273.5 million

(equivalent to 5% of the annual net income as required by laws). Thus, the Company proposed to pay

dividend for the fiscal year ended March 31, 2013 to the shareholders in the total amount of not

exceeding Baht 4,359.1 million (equivalent to 79.7% of the net income after corporate income tax -

financial statements on a standalone basis), which is in line with the dividend payment policy of the

Company. The Company made the interim dividend payment No. 1 on February 8, 2013 in the

amount of Baht 1,793.8 million and the interim dividend payment No. 2 on May 17, 2013 in the

amount of Baht 2,052.2 million. Therefore, the aggregate interim dividend already paid to the

shareholders is Baht 3,845.9 million.

After the payment of interim dividend to the shareholders, the Company can pay the rest of dividend

for the fiscal year ended March 31, 2013 in the amount not exceeding Baht 513.1 million or

equivalent to the dividend payment at the rate of Baht 0.045 per share (4.5 Satang per share) to the

shareholders whose names appear on the date for determining the names of shareholders who shall be

entitled to receive dividend (Record Date) on June 18, 2013 and the date to gather the names of

shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by

closure of the share register book and suspension of share transfer on June 19, 2013 and set the

payment date of the dividend on August 9, 2013, after having the approval from the shareholders’

meeting. In this regard, the shareholders who are disqualified to receive the dividend under the law

will not be entitled to this dividend payment. In addition, as this dividend is exempted from the

corporate income tax and, therefore, the individual shareholders are not entitled to any dividend tax

credits under Section 47 bis of the Revenue Code.

Details of the dividend payment for the fiscal year ended March 31, 2013, 2012 and 2011 in comparison are as follows:

Details For the fiscal year ended

March 31, 2013 March 31, 2012 March 31, 2011

1. Net Income (Baht Million) (financial statements on a standalone basis)

5,469.8 3,443.2 4,840

2. Number of Shares 2.1 Number of shares : Interim

Dividend No.1 2.2 Number of shares : Interim

Dividend No. 2

11,006,834,594 shares*

11,402,793,531 shares*

57,188,274,676 shares**

-

55,889,275,885 shares**

-

…/6

2.3 Number of shares : Annual Dividend

11,402,793,531 shares* 57,252,980,553 shares** 57,188,274,676 shares**

3. Total Dividend per share (Baht per share)

3.1 Interim Dividend No. 1 (Baht per share)

3.2 Interim Dividend No. 2 (Baht per share)

3.3 Annual Dividend (Baht per share)

0.3880

0.163

0.180

0.045

0.04803

0.02393

-

0.02410

0.03554

0.01290

-

0.02264

4. Total Dividend (Baht Million) 4,359.1 2,747.6 2,015.1

5. Dividend Payout Ratio (dividend/net income)

79.7% 79.8% 41.6%

*par value of Baht 4 per share **par value of Baht 0.64 per share

Opinion of the

Board of Directors:

The Board of Directors deems appropriate to propose to the shareholders’

meeting to approve the allocation of profit for the results of the operation in the

fiscal year ended March 31, 2013 to pay the dividend in the total amount of not

exceeding Baht 4,359.1 million as follows:

(1) To acknowledge the interim dividend payment No. 1 on February 8, 2013

in the amount of Baht 1,793.8 million (equivalent to the dividend at Baht

0.163 per share);

(2) To acknowledge the interim dividend payment No. 2 on May 17, 2013 in the amount of Baht 2,052.2 million (equivalent to the dividend at Baht 0.180 per share);

(3) To acknowledge the allocation of fund as legal reserve in the amount of Baht 273.5 million (equivalent to 5% of the annual net income as required by the law);

(4) To approve the Company to allocate the profit from the results of the operation in the fiscal year ended March 31, 2013 for distribution as dividend in the total amount not exceeding Baht 4,359.1 million; and

(5) To approve the Company to pay the shareholders of the Company the remaining dividend in the amount not exceeding Baht 513.1 million or equivalent to the dividend payment at the rate of Baht 0.045 per share (4.5 Satang per share).




…/7

Agenda 6 To determine the directors’ remuneration

The shareholders’ meeting is proposed to determine the directors’ remuneration for year 2013 and the

directors’ bonus for the fiscal year ended March 31, 2013. The Board of Directors, in concurrence

with the Nomination and Remuneration Committee, considered and determined the directors’

remuneration by using the same criteria as previous years, namely to consider the remuneration from

the size of business and the responsibilities of the Board of Directors in comparison with other

companies with the same range of market capitalization and listed in the Stock Exchange of Thailand.

The details are as follows:

1. Fixed Remuneration To keep the fix remuneration the same as the previous year (as

approved by the 2012 Annual General Meeting of Shareholders), namely

Monthly Directors’ Remuneration

Chairman of the Board of Directors Baht 60,000 / month

Chairman of the Audit Committee Baht 50,000 / month

Directors Baht 30,000/ person / month

Meeting Allowance for the Members of the Audit Committee

Chairman of the Audit Committee Baht 20,000 / attendance

Members of the Audit Committee Baht 20,000 / person / attendance

2. Directors’ Bonus In order to reflect and to be consistent with the Company’s

operating results for the fiscal year ended March 31, 2013, to determine the directors’

bonus for year 2013 at the rate of 0.5% of the total dividend of the Company payable

to the shareholders for the fiscal year ended March 31, 2013 which is equivalent to

the directors’ bonus of not exceeding Baht 21.8 million. The directors’ bonus shall be

allocated among the Directors at their discretion after the shareholders’ meeting

approves the directors’ bonus. (Remark: In the previous year, the Company paid the

directors’ bonus at the rate of 0.5% of the total dividend payment of the Company payable to

the shareholders for the fiscal year ended March 31, 2012, equivalent to the directors’ bonus

in the amount of Baht 13.7 million.)

Opinion of the

Board of Directors:

The Board of Directors, in concurrence with the thorough consideration of the

Nomination and Remuneration Committee, deems appropriate to propose to the

shareholders’ meeting to determine the directors’ remuneration as per the details

above.

Remark: Resolution in this agenda shall be approved by not less than two-thirds of the total

numbers of votes of the shareholders attending the meeting, including the abstained

votes in the calculation base.

…/8

Agenda 7 To consider the election of Directors to replace those who must retire by rotation

According to the Public Company Limited Act B.E. 2535 (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 the number of directors

cannot be divided into three, the closest number to one-third shall retire and the retired directors are

eligible for re-election. There are 4 directors who will retire by rotation at the 2013 Annual General

Meeting of Shareholders, namely

(1) Mr. Paul Tong – Director

(2) Mr. Amorn Chandara-Somboon – Independent Director

(3) Mr. Suchin Wanglee – Independent Director

(4) Mr. Kong Chi Keung – Director

To promote the good corporate governance practice, the Company invited the minority shareholders

who are collectively holding at least 3% of the Company’s total issued shares and continually holding

those shares for at least 6 months, to nominate candidate(s) to be elected as Director for the 2013

Annual General Meeting of Shareholders during the period from December 28, 2012 to March 31,

2013. Nonetheless, there was no shareholder nominating any candidate to be elected as the Director of

the Company.

The Nomination and Remuneration Committee (by the members of the Nomination and

Remuneration Committee having no conflict of interest) had reviewed the qualifications of these 4

Directors who would retire by rotation at the 2013 Annual General Meeting of Shareholders and of

the opinion that these 4 Directors are knowledgeable, experienced and skillful in benefit to the

Company’s operations and have full qualification and do not have any prohibited characteristics under

the Public Limited Company Act B.E. 2535 (1992) (as amended), the Securities and Exchange Act

B.E. 2535 (1992) (as amended), and other relevant regulations. In addition, the Independent Directors

also possess the qualification in accordance with the Definition of Independent Director of the

Company which is more stringent than the minimum requirement of the Office of the Securities and

Exchange Commission and the Stock Exchange of Thailand. The profiles of these 4 persons and the

Definition of the Independent Director of the Company are as appeared in Enclosure 4. Therefore, it

is proposed that the shareholders’ meeting consider the election of these 4 persons to be the Directors

of the Company for another term.

Opinion of the

Board of Directors:

The Board of Directors (by the Directors having no conflict of interest) deems

appropriate to propose to the shareholders’ meeting to consider and approve the

election of these 4 persons, namely Mr. Paul Tong, Mr. Amorn Chandara-

Somboon, Mr. Suchin Wanglee and Mr. Kong Chi Keung, who will retire by

rotation to be the Directors of the Company for another term.

…/9




Agenda 8 To consider and approve the appointment of auditors and determination of the

audit fee for the fiscal year ended March 31, 2014

To comply with Section 120 of the Public Company Limited Act B.E. 2535 (1992) (as amended)

which requires the Annual General Meeting of Shareholders to appoint the auditors and determine the

audit fee of the Company every year, the Audit Committee has selected the auditors in accordance

with the criteria of the Public Company Limited Act B.E. 2535 (1992) (as amended) and the relevant

Notification of the Capital Market Supervisory Board. The Audit Committee considered the

performance of the auditors from Ernst & Young Office Limited for the past year and was of the view

that the auditors from Ernst & Young Office Limited were independent, proper and duly performed

duties with their responsibilities. In addition, the proposed audit fee for the fiscal year ended March

31, 2014 is appropriate considering the scope of audit. The Audit Committee therefore proposed to the

Board of Directors to further propose to the shareholders’ meeting for consideration.

The Board of Directors, by the recommendation of the Audit Committee, deems appropriate to

propose to the shareholders’ meeting to consider and approve the appointment of auditors from Ernst

& Young Office Limited as the Company’s auditors for the fiscal year ended March 31, 2014, any of

the following auditors being authorized to review and give opinion on the Company’s financial

statements:

(1) Mr. Narong Puntawong: Certified Public Accountant (Thailand) No. 3315; and/or

(has never signed the Company’s financial statements)

(2) Mr. Supachai Phanyawattano: Certified Public Accountant (Thailand) No. 3930; and/or

(signed the Company’s financial statements during the fiscal year ended March 31, 2004 –

fiscal year ended March 31, 2008)

(3) Miss Siraporn Ouaanunkun: Certified Public Accountant No. 3844

(signed the Company’s financial statements during the fiscal year ended March 31, 2012 –

fiscal year ended March 31, 2013).

None of the auditors whose names are proposed has any relationship with nor interest in the

Company, subsidiaries, management, major shareholders or the related persons of such persons and,

therefore, they are independent to audit and give opinion on the Company’s financial statements. In

addition, neither Mr. Narong Puntawong nor Miss Siraporn Ouaanunkun has audited or reviewed and

gave opinion on the Company’s financial statements for five consecutive fiscal years. For

Mr. Supachai Phanyawattano, though he has audited and reviewed and gave opinion on the

Company’s financial statements for five consecutive fiscal years, he already ceased his role as the

Company’s auditor for more than two fiscal years. Therefore, all of the proposed auditors possess the

…/10

qualification as required by the Notification of Capital Market Supervisory Board No. TorChor

11/2552 re: Rules, Conditions and Procedures for Disclosure of Information Relating to the Financial

Status and Operating Results of the Company issuing the Securities. The profiles and working

experience of these 3 auditors are as appeared in Enclosure 5.

Moreover, the Board of Directors, by the recommendation of the Audit Committee, deems appropriate

to propose to the shareholders’ meeting to consider and approve the audit fee of the Company for the

fiscal year ended March 31, 2014 in the amount of not exceeding Baht 3.3 million, which is Baht 0.3

million or 10% increase from the fee paid in previous fiscal year due to business expansion of the

Company.

The auditors from Ernst & Young Office Limited will be the auditors of 24 subsidiaries for the fiscal

year ended March 31, 2014. However, one subsidiary, VGI Advertising China Co., Ltd., incorporated

in People’s Republic of China, will appoint BDO China Shu Lun Pan CPAs Ltd, the member of BDO

International with worldwide network of public accounting firms, as the auditor of VGI Advertising

China Co., Ltd. by the reason that there are few transactions for VGI Advertising China Co., Ltd. and

BDO China Shu Lun Pan CPAs Ltd offered more favorable audit fee. The preliminary audit fee for 25

subsidiaries for the fiscal year ended March 31, 2014 is in the amount of approximately Baht 9.8

million, which is Baht 0.9 million or 9.6% increase from the fee paid in previous fiscal year. The

increase of the audit fee is mainly resulting from the increase of transaction volumes in certain

subsidiaries.

Opinion of the

Board of Directors:

The Board of Directors, in concurrence with the thorough consideration of the Audit

Committee, deems appropriate to propose to the shareholders’ meeting to consider

and approve the appointment of auditors from Ernst & Young Office Limited,

namely Mr. Narong Puntawong and/or Mr. Supachai Phanyawattano and/or Miss

Siraporn Ouaanunkun as the Company’s auditors for the fiscal year ended March

31, 2014 and determine the audit fee of the Company in the amount of not

exceeding Baht 3.3 million and to acknowledge the auditors and preliminary audit

fee of 25 subsidiaries, as per details above.




Agenda 9 To consider and approve the amendment of Article 3. of the Company’s Articles

of Association

In year 2010, the Company had amended Article 3. of the Company’s Articles of Association to

accommodate the exercise of the conversion right of the convertible bonds issued and offered to the

foreign investors in January 2011 in order to allow the foreign investors to be able to exercise their

conversion right of the convertible bonds without being obstructed by the restriction on the ratio of

…/11

the shareholding by the non-Thai persons. However, at present, Baht 10,000 million convertible bonds

have been converted into the ordinary shares of the Company in full amount. It is therefore

appropriate to propose that the Meeting consider and approve the amendment of Article 3. of the

Articles of Association, as detailed below:

The existing Articles of Association:

“3. The shares of the Company may be transferred without any restriction, except for any transfer

of shares resulting in non-Thai person(s) holding more than 30 percent of the total issued shares

in the Company.

The non-Thai persons may acquire ordinary shares of the Company in excess of the restricted

ratio prescribed above by converting the convertible bonds which are wholly issued to non-Thai

investors pursuant to the Extraordinary General Meeting of Shareholders No. 2/2010 held on

November 16, 2010, even though the ratio of the shareholding by the non-Thai persons has

reached 30 percent of the total issued shares of the Company. However, such shareholding shall

not cause the total number of the shareholding ratio of the non-Thai persons to exceed 49

percent of the total issued shares of the Company. The holding of shares by the non-Thai

persons exceeding 30 percent up to 49 percent shall apply to the case of any transfer of shares

by non-Thai persons, who have acquired new shares by means of the exercise of conversion

right of convertible bonds under this paragraph two, by their transferees and subsequent

transferees in every stage of transfers.”

The proposed amendment of the Articles of Association:

“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.”

Opinion of the

Board of Directors:

The Board of Directors deems appropriate to propose to the shareholders’ meeting

to consider and approve the amendment of Article 3. of the Company’s Articles of

Association as per the details above.

Remark: Resolution in this agenda shall be approved by not less than three-fourths of the

total number of votes of the shareholders attending the meeting and having the

right to vote, including the abstained votes in the calculation base.

…/12

Agenda 10 To consider other business (if any)

The Company has prepared and delivered to the shareholders the Annual Report 2012/13 in CD-

ROM. If any shareholder wishes to obtain the Annual Report 2012/13 in booklet, please contact the

Investor Relations to obtain at the Company’s office during the business hours, telephone nos.

0-2273-8631, 0-2273-8636, 0-2273-8637, or to obtain on the meeting date at Rama Gardens Hotel

Bangkok, Convention Center.

To promote the good corporate governance practice, the Company invited the minority shareholders

to propose agenda in advance. The shareholders, who are collectively holding at least 3% of the

Company’s total issued shares and continually holding such shares for at least 6 months, are entitled

to propose agenda for the 2013 Annual General Meeting of Shareholders during the period from

December 28, 2012 to March 31, 2013. The Company published such criteria on the Company’s

website as well as announced the news through the website of the Stock Exchange of Thailand.

Nonetheless, there was no shareholder proposing any agenda.

In order to allow the 2013 Annual General Meeting of Shareholders to be carried out efficiently, the

shareholders are invited to send the questions for the 2013 Annual General Meeting of Shareholders

by email to [email protected] or by a registered mail to the Company Secretary

Office at TST Tower, 15th Floor, 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon,

Chatuchak, Bangkok 10900 in advance. For this purpose, please specify the questions and include

your name, address, telephone number, email address (if any) and have the documents delivered to the

Company no later than Wednesday July 24, 2013.

The Company set the date of determining the names of shareholders who shall be entitled to attend the

2013 Annual General Meeting of Shareholders (Record Date) on June 18, 2013 and the date to gather

the names of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as

amended) by closing the share register book and suspension of share transfer on June 19, 2013.

The shareholders are cordially invited to attend the 2013 Annual General Meeting of Shareholders on

Friday July 26, 2013 at 13.30 hrs., at Rama Gardens Hotel Bangkok, Convention Center, 9/9

Vibhavadi Rangsit Road, Laksi, Bangkok 10210. The shareholders are recommended to study the

registration procedure and to prepare all documents that are required to present on the meeting date,

and to study the voting and meeting procedures as detailed in Enclosure 6. The Company will

conduct the meeting in accordance with the meeting procedure as detailed in Enclosure 6 and the

Company’s Articles of Association in Enclosure 9. In order to protect the rights and interests of the

shareholders in the event that any shareholder is unable to attend the meeting and would like to

appoint the Company’s Independent Director as their proxy to attend the meeting and cast votes on

his/her behalf, the shareholders can appoint the Independent Director of the Company as per the

details in Enclosure 8 and deliver Proxy Form B. as appeared in Enclosure 7 together with the

supporting documents to the Company Secretary Office at TST Tower, 15th Floor, 21 Soi Choei

…/13

Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900, telephone no. 0-2273-

8611-15 Ext. 1525, 1531. For convenience of reviewing the documents, please kindly have the

documents delivered to the Company no later than Wednesday July 24, 2013.

In order to allow the registration for the attendance of the 2013 Annual General Meeting of

Shareholders to be carried out smoothly and efficiently, the shareholders and proxies can register for

the meeting attendance from 11.30 hrs. onwards at Rama Gardens Hotel Bangkok, Convention

Center. The Company will use the Barcode system to facilitate the registration and votes counting in

this meeting; therefore, the shareholders and proxies are requested to present the Registration Form,

Enclosure 1 and other supporting documents as detailed in Enclosure 6 at the Registration Desk.

Please be informed accordingly.

Sincerely yours,

BTS Group Holdings Public Company Limited

-Mr. Keeree Kanjanapas-

Chairman / Executive Chairman

Enclosure 2

Enclosure 1

Registration Form (Please see the separate document)

Annual Report 2012/13 and Sustainability Report in CD-ROM (as enclosed)

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Enclosure 3

2

Limited (“BBLAM”), a subsidiary of Bangkok Bank Public Company Limited, may be the management company of the infrastructure fund. Therefore, Bangkok Bank Public Company Limited, a major shareholder and the controlling person of BBLAM, may have a conflict of interests in voting in Agenda 3 and 4.

The Secretary to the Meeting informed the Meeting that the Company used the Barcode System of the Thailand Securities Depository Co., Ltd. for the registration and vote counting and that Mr. Kom Vachiravarakarn, the representative from Weerawong, Chinnavat and Peangpanor Limited, the legal advisor, acted as a witness to the vote counting. In addition, in order to promote the Company’s good corporate governance, the Secretary to the Meeting also invited minority shareholders to act as a witness to the vote counting. However, no shareholder expressed his/her interest in acting as a witness to the vote counting.

The Secretary to the Meeting introduced the Directors, the Executives and the Advisors who attended the Meeting today as follows:

Directors presented at the Meeting

Mr. Keeree Kanjanapas Chairman of the Board of Directors / Executive Chairman / Chairman of the Corporate Governance Committee

Dr. Anat Arbhabhirama Executive Director / Member of the Corporate Governance Committee

Mr. Surapong Laoha-Unya Executive Director

Mr. Kavin Kanjanapas Executive Director

Mr. Rangsin Kritalug Executive Director / Chief Operating Officer / Member of the Nomination and Remuneration Committee / Member of the Corporate Governance Committee

Mr. Kong Chi Keung Executive Director / Member of the Nomination and Remuneration Committee

Prof. (Special) Lt. Gen. Phisal Thepsithar

Independent Director / Chairman of the Audit Committee / Chairman of the Nomination and Remuneration Committee

Dr. Amorn Chandara-Somboon Independent Director

Mr. Suchin Wanglee Independent Director / Member of the Audit Committee / Member of the Nomination and Remuneration Committee

Prof. (Special) Charoen Wattanasin Independent Director / Member of the Audit Committee / Member of the Nomination and Remuneration Committee / Member of the Corporate Governance Committee

Mr. Cheong Ying Chew, Henry Independent Director

Executives presented at the Meeting

Mr. Surayut Thavikulwat Chief Financial Officer

Mrs. Duangkamol Chaichanakajorn Accounting Director

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Mrs. Patchaneeya Pootme Corporate Communications Director

Mr. Daniel Ross Financial Director

Miss Chawadee Rungruang Financial Controller

Miss Chayada Yodyingtammakul Legal Director / Company Secretary

Advisors presented at the Meeting

Financial Advisor Phatra Securities Public Company Limited

Mr. Chainarong Rojanasintu

Legal Advisor Weerawong, Chinnavat and Peangpanor Limited

Miss Peangpanor Boonklum

Independent Financial Advisor Sage Capital Company Limited

Miss Rutchanee Chatbunchachai

Auditor Earnst & Young Limited

Miss Siraporn Ouaanunkun

Mr. Keeree Kanjanapas (Mr. “Keeree”), Chairman of the Board of Directors and Executive Chairman, acted as the Chairman of the Meeting, declared the Extraordinary General Meeting of Shareholders No. 1/2012 open and proceeded with Agenda 1 accordingly.

Agenda 1 Message from the Chairman to the Meeting

Mr. Keeree expressed his appreciation to all shareholders and advisors attending the Meeting. He informed the Meeting that the most important matter of this Meeting is to consider raising funds through the infrastructure fund, which Mr. Keeree would give a summary of the overall picture in brief, and the advisors would further give more details to the Meeting.

The BTS Group is determined to operate the continual and sustainable SkyTrain business. As of December 5, 2012, Bangkok Mass Transit System Public Company Limited or BTSC, our subsidiary, has been operating the SkyTrain business for 13 years and there are another 17 years remaining under the concession. As the Government has a policy to encourage the establishment of an infrastructure fund, the Company believes that this will be a way to raise funds for expanding the Company’s business. The expansion of the SkyTrain business requires a large amount of investment. If the Company has a strong financial position and is supported by its capability and experience in operating SkyTrain system, the Company believes that the Government will witness such and this will assist the Company to accelerate the expansion of its SkyTrain business. Compared to other countries, Bangkok still has very few SkyTrain networks. As the Government has a policy to encourage the establishment of an infrastructure fund, the Company believes that this will be an opportunity to sell the future net farebox revenue for the next 17 years of the core SkyTrain system (the Green Line) with an approximate track length of 23.5 km to the infrastructure fund (the “Fund”). The achievement of this project will strengthen the Company’s financial liquidity and investment capacity. The book value of such farebox revenue is approximately Baht 40,000 million. With regard to the approval from the Meeting, the Company will not sell the net farebox revenue if the selling price is less than Baht 50,000 million. However, the Company has an opportunity to sell the net farebox revenue for more than Baht 50,000 million, depending on several factors, including market conditions and investors’ demand and interest.

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After the establishment of the Fund, the Company will be able to invest in this Fund. The Company will invest by subscribing for 33.33% of the total investment units of the Fund by using a part of the proceeds derived from the sale of the net farebox revenue by BTSC. With such investment, the Company will hold 33.33% of the total investment units of the Fund, which is the maximum percentage permitted by law.

BTSC would not sell to the Fund the Long Term Operation and Maintenance Agreement and continues to operate and receive the benefits and revenues from such. The Fund will be listed on the Stock Exchange of Thailand and the Fund’s investment units can be traded in the same manner as shares. If demand is high, the price of investment units may increase. However, if demand is low, the price of investment units may decrease. For this project, the Company only sells the net farebox revenue of BTSC, a subsidiary in which the Company holds 97.46% of the total issued shares, to the Fund, but the Company still operates other businesses.

Some shareholders may wonder what will happen after BTSC sells its net farebox revenue, which is one of the Company’s core revenue stream. The answer to this question as a role of the management is, if this project is complete, not only our cash position will be strengthen, but the operating result is also likely to perform better as a result of, among the other things, tax privileges, details of which will be further provided by the advisors. After the advisors have given their presentation and explanation, if there are any further questions, the Company will be pleased to respond.

Remark: This agenda is for acknowledgement and no casting of vote.

After Agenda 1 was completed, Mr. Keeree assigned the Secretary to the Meeting to conduct the Meeting from Agenda 2 onwards. The Secretary to the Meeting conducted the Meeting in accordance with the agenda as follows:

Agenda 2 To consider and adopt the Minutes of the 2012 Annual General Meeting of Shareholders

The Secretary to the Meeting informed the Meeting that the Company had prepared the Minutes of the 2012 Annual General Meeting of Shareholders dated July 26, 2012 and submitted the copy of the said minutes to the Stock Exchange of Thailand within 14 days from the meeting date and to the Ministry of Commerce as required by laws, as well as made available on the Company’s website. The copy of the minutes of the 2012 Annual General Meeting of Shareholders was delivered to the shareholders along with the Invitation in pages 14-56.

The Secretary to the Meeting gave the Meeting an opportunity to express opinion and make inquiries with regard to this agenda. The shareholders expressed their opinion and made inquiries, and the answers to those inquiries were summarized at the end of this agenda. The Secretary to the Meeting then asked the Meeting to consider and adopt the Minutes of the 2012 Annual General Meeting of Shareholders dated July 26, 2012.

Resolution: The Meeting considered and resolved to adopt the Minutes of the 2012 Annual General Meeting of Shareholders dated July 26, 2012 as proposed, with the following voting results:

Votes Number of Votes Percentage

Approve 7,202,305,274 99.9984

Disapprove 108,334 0.0015

Abstain 10,875,958 -

Void Voting Cards 0 -

Total (1,481 shareholders) 7,213,289,566 -

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Remark: Resolution in this agenda shall be adopted by the majority votes of the shareholders attending the meeting and casting their votes, excluding the abstained votes from the calculation base.

Agenda 2 – Comments/ Inquiries/ Replies

Shareholder Mr. Sakchai Sakulsrimontree asked about the effect on BTS of a statement made in the Invitation “Not for publication or distribution, directly or indirectly, in or into the United States”.

Miss Peangpanor Boonklum

The legal advisor clarified that, as certain parts of the information regarding the infrastructure fund stipulated in the Invitation may be considered an offering of securities under the laws of certain countries, such as the U.S. securities law, it was necessary for such a statement be included in the Invitation. However, the Company has the duty to deliver the Invitation to all shareholders; therefore, the English Invitation includes a similar statement that, “This document is not an offering of securities”.

Before proceeding to Agenda 3, the Secretary to the Meeting informed the Meeting that, since the matters in Agenda 3-5 are related to the infrastructure fund transaction (the “IFF Transaction”), and are related to one another. If any of these agenda items are not approved by the Meeting, all of those agenda items shall be deemed disapproved by the Meeting.

In order for the Meeting to understand the details of the IFF Transaction to be considered in Agenda 3 through 5 before casting their votes, all details of Agenda 3 through Agenda 5 will be given to the Meeting, and then the votes on each Agenda will be cast accordingly. The Secretary to the Meeting invited Mr. Chainarong Rojanasintu, the financial advisor from Phatra Securities Public Company Limited (“Mr. Chainarong”) and Miss Peangpanor Boonklum, the legal advisor from Weerawong, Chinnavat and Peangpanor Company Limited (“Miss Peangpanor”) to give details about Agenda 3 through Agenda 5 to the Meeting. In addition, the Secretary to the Meeting also invited Miss Rutchanee Chatbunchachai, the independent financial advisor from Sage Capital Company Limited (“Miss Rutchanee”), to give opinions on the IFF Transaction to the Meeting.

Mr. Chainarong gave an explanation of the IFF Transaction to the Meeting, the key details of which are summarized as follows:

1. Benefits of the IFF Transaction

The IFF Transaction will mutually benefit three parties as follows:

(1) The Thai Government – The Government wishes to develop the country’s transportation system, especially the SkyTrain system in Bangkok and its vicinity, which is one of the first priorities of the Government. The development of the SkyTrain system is one way to drive the country’s economy and to increase people’s quality of life in society. According to the current National Economic and Social Development Plan (2010 - 2029), the Government plans to expand the SkyTrain system to a total of 12 lines, with a total length of 508 km., which will substantially increase from the current length of approximately 80 km.

(2) Bangkok Mass Transit System Public Company Limited (“BTSC”) – BTSC is the leader in providing rapid mass transit services in Thailand, with more than 10 years’ experience in operating the SkyTrain system. BTSC wishes to continuously expand the SkyTrain business in order to improve the quality of life of people in Bangkok. The investment in the SkyTrain system, which is an infrastructure project, requires a substantial amount of funds to expand, and the need for investment is urgent in order to promptly provide the SkyTrain services to the public as soon as possible. Moreover, this will increase BTSC’s revenue, especially when the current concession

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agreement expires in the next 17 years, so it will create long-term sustainable value for the Company.

(3) The Capital Market – The Stock Exchange of Thailand (the “SET”) and the Office of the Securities and Exchange Commission (the “SEC”) promote the establishment and investment in the infrastructure fund in order to be a new channel of investment which provides a stable return to investors, and gives investors an opportunity to be an owner of the country’s key infrastructure business, with several beneficial schemes, especially tax privileges. The investment in the infrastructure fund will provide investors with the following tax privileges in accordance with the terms and conditions as required by law:

(a) Individuals: Dividends received are exempt from personal income tax for a period of 10 years from the date of the establishment of the Fund.

(b) Companies listed on the SET: Dividends received are exempt from corporate income tax.

(c) Companies incorporated under Thai law, but not listed on the SET: 50% of the dividends received are exempt from corporate income tax.

The infrastructure fund is one of alternatives for raising funds from the public for the purpose of investment in and development of new infrastructure networks.

2. Principle and Rationale for Conducting the IFF Transaction

The concession agreement for BTSC, which has a 30-year term, has been in operation for 13 years, and expires in the next 17 years. After the concession expires, it will result in a loss of certain parts of the Company’s revenue: (i) the farebox revenue from the core BTS SkyTrain system through the Sukhumvit Line (from On Nut Station to Mo Chit Station) and the Silom Line (from the National Stadium Station to Saphan Taksin Station), which are the two major lines operated under the concession agreement; and (ii) the revenue from advertising space on the core SkyTrain system. BTSC is required to transfer the trains to the Bangkok Metropolitan Administration (“BMA”), the grantor of the concession. As a result, BTSC’s business size will be smaller. However, BTSC will still earn revenue from the operation of other businesses, including revenue from the 30-year Long Term Operation and Maintenance Agreement entered into by BTSC and Krungthep Thanakom Company Limited, and the revenue from advertising space in areas other than the core SkyTrain system. Therefore, the Company is required to raise funds to expand its business, especially the mass transit business.

3. Investment Opportunity to which the Company Gives Priority

The Company will consider the investment opportunity by giving priority to the four main lines of the SkyTrain system, as the Company has an advantage over the competition in operating these mass transit lines.

(1) Green Line: Consisting of two lines: from Mo Chit to Saphan Mai, and from Bearing to Samut Prakarn, with a combined track length of 25 km., consisting of 21 stations. It is expected to commence operation by April 2017, with a total project value of approximately Baht 64,500 million, and the bidding process is expected to start in 2013. This project is a strategic line covering areas with a dense population, and directly connects to BTSC’s current Green Line, from Mo Chit Station and Bearing Station. If the Company becomes the operator of this project, the Company will have a competitive advantage due to low costs from economies of scale, and can facilitate passengers who wish to go to these destinations easily as passengers do not have to leave one train to connect to another train.

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(2) Pink Line: From Khae Rai to Minburi, with a track length of 34.5 km., consisting of 30 stations. It is expected to commence operation around October 2017, with a total project value of approximately Baht 42,000 million, and the bidding process is expected to start in 2013. This project will connect to the Green Line at Laksi Turnabout Station.

(3) Light Rail Transit Line (LRT): From Bangna to Suvarnabhumi, with a track length of approximately 18 km., consisting of 15 stations. It is expected to commence operation by 2017, with a total project value of approximately Baht 25,000 million. This project is in the process of awaiting for the Cabinet’s approval. The project will connect to the Green Line at Bangna Station.

The total value of investment for these three projects is approximately Baht 130,000 million.

4. Overall Structure of the Transaction

BTSC, a subsidiary of the Company and the concessionaire of the two core lines of the SkyTrain system, will enter into the IFF Transaction by selling the net farebox revenue from the core BTS SkyTrain system to the Fund: the Sukhumvit Line and the Silom Line with a combined track length of 23.5 km., consisting of 23 stations. The revenue from the 30-year Long Term Operation and Maintenance Agreement remains with BTSC. Other businesses of BTSC, such as the business of VGI Global Media Public Company Limited (“VGI”), media business and shares in VGI held by BTSC, as well as the service business of Bangkok Smartcard System Company Limited or Rabbit Card, and other businesses are still owned by BTSC and having opportunities to continue growing in the future. The Fund will raise money by offering investment units to both domestic and international investors, and will use the entire proceeds to invest in the net farebox revenue, which will be at least Baht 50,000 million. The Company will invest in this Fund by subscribing for 33.33% of the total issued investment units of the Fund, which is the maximum investment percentage permitted by law.

The net farebox revenue to be sold to the Fund by BTSC is all farebox revenue to be generated from the operation of the core SkyTrain system, and compensation and money to be received by BTSC from the BMA arising out of or related to the concession agreement less operating expenses, such as labor, electricity, maintenance, administrative expenses or SG&A (Selling, General & Administrative Expenses), and capital expenditures (for example, investment in rolling stocks to provide services to passengers).

In addition, the Fund will pay a management fee and/or incentive fee as an incentive for BTSC if the actual net farebox revenue is higher than the projection, at the rate set out in the agreement.

5. Management Structure of the Fund

The Company, as a shareholder of BTSC, will support these transactions by supporting the performance of BTSC’s obligations having toward the Fund. The Company will provide a guarantee (with limited liability) to secure the obligations of BTSC, and will pledge all shares in BTSC held by the Company to secure the obligations of BTSC. Where BTSC breaches its obligations, the Fund may enforce such security and become BTSC’s shareholder. However, the support and guarantee will be limited to the shares that the Company holds in BTSC.

Moreover, the fund management company that will manage the Fund will take part in BTSC’s management. The structure of BTSC’s Board of Directors will consist of the following: (1) one-third of the directors will be representatives from the Company, (2) one-third of the directors will be independent directors and (3) one-third of the directors will be representatives from the Fund in order to oversee the performance of BTSC’s obligations having toward the Fund. In addition, a fund supervisor will be appointed to oversee the interests of the unitholders.

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6. The Holding of Investment Units by the Company

The Company will obtain a bridge loan from a commercial bank to invest in the Fund by subscribing for one-third of the total investment units of the Fund. After fund raising from the public and the establishment of the Fund, the Fund will use such proceeds to purchase the net farebox revenue. BTSC will distribute the proceeds for, among other things, dividend payments, capital reduction, loans or other debt instruments, and the Company will use such proceeds to repay the bridge loan.

7. Objective for the Use of Proceeds

Assuming that the net farebox revenue will be sold for Baht 60,000 million, the Company will invest the first portion of approximately Baht 20,000 million in the Fund by subscribing for one-third of the total investment units of the Fund; the second portion of approximately Baht 10,600 million will be deposited by BTSC with a financial institution to guarantee the principal and interest of BTSC’s debentures; and the remaining portion of approximately Baht 29,000 million will be allocated by BTSC for investing in the four priority mass transit projects as mentioned above. If there is any remaining cash and the Company has good liquidity, the Board of Directors or the shareholders’ meeting may consider the declaration of a special dividend to shareholders. However, in paying the special dividend, the Company will consider it together with the future business plan and capital investment requirements, as well as any legal restrictions and other factors.

8. Benefits to the Company’s Shareholders

The IFF Transaction will benefit the Company’s shareholders as follows:

(1) Create long-term value of the Company for shareholders;

(2) Create opportunities to invest in new lines of the mass transit system in order to increase the long-term revenue of the Company;

(3) The Company will have sufficient cash and the ability to invest in the mass transit system projects which are opened for participation, including both Green Line extensions and other lines.

(4) The Company will receive a stable return from the investment in the Fund in the form of dividends, which will have the opportunity to increase in line with the number of passengers when the extension lines are in operation in the near future.

Miss Peangpanor, the legal advisor from Weerawong, Chinnavat and Peangpanor Limited, provided an explanation regarding the IFF Transaction and legal issues related to the concession agreement to the Meeting; the key details of which are summarized as follows:

1. Agreements related to the IFF Transaction and their Material Terms (All of these agreements were under negotiation)

(1) The Net Revenue Purchase and Transfer Agreement, to be entered into between BTSC and the Fund, has the following material terms and conditions:

(a) The net farebox revenue to be sold under this agreement is all farebox revenue to be generated from the operation of the core BTS SkyTrain system less all costs and expenses in connection with the operation and maintenance of the core BTS SkyTrain system. In addition, the revenue to be sold includes all cash or revenue arising from any claims, awards, or judgments. Please see the Invitation on pages 3-4 for further details.

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(b) The selling price of the net farebox revenue is expected to be approximately Baht 50,000 to 60,000 million, or may be higher. However, it shall not be lower than Baht 50,000 million. The final price of the net farebox revenue will be agreed on between BTSC and the Fund. In this respect, the Fund may procure a loan in a certain amount in order to pay the price, but this will be subject to negotiations between the Fund and its lender.

(c) The key obligations of BTSC are:

1) BTSC shall deliver to the Fund the net farebox revenue on a daily basis.

2) BTSC shall deposit the O&M expenses of the core BTS SkyTrain system according to the daily projection in the account opened by BTSC with the fund supervisor, and the O&M expenses can be withdrawn from the account at the end of each month, and will be reconciled quarterly.

3) Where the net farebox revenue received for any particular period exceeds the selling price allocated for that period, the Revenue Department may consider the Fund to be engaging in a business having the nature of a commercial bank, and will be subject to specific business tax of 3.3%. In that case, BTSC has agreed to reimburse the Fund for the specific business tax. However, at present, the Revenue Department is considering this issue, and if specific business tax is exempt, BTSC will not have that tax burden.

(d) BTSC will grant the Fund the right to purchase and the right of first refusal to purchase certain projects under: 1) any extension of the concession agreement after its expiration in next 17 years; 2) the 30-year Long Term Operation and Maintenance Agreement; and 3) other agreements in relation to the mass transit system in Bangkok and its vicinity. The purchase price will be subject to negotiation between the parties. If they fail to reach an agreement, the parties shall follow the procedures and conditions set out in the agreement. The price for the right to purchase shall, in no case, be less than the investment cost of the asset plus the rate of return set out in the agreement. The exercise of the right to purchase shall be made in accordance with the procedures set out in the agreement, including obtaining approval from the board of directors and the shareholders’ meeting in compliance with the law. With regard to the right of first refusal, if any third party offers to purchase the asset, BTSC shall inform the Fund of such an offer, and the Fund will have the right of first refusal to purchase at the same price offered by that third party. The right is given for a period of 17 years, provided that that period may be extended according to the term of the relevant project. For example, the right to purchase and the right of first refusal to purchase the assets under the 30-year Long Term Operation and Maintenance Agreement will be extended according to the term of that agreement.

(e) BTSC will give the Fund a right to participate in its management. For this purpose, the Fund will be entitled to nominate persons to be appointed as the directors of BTSC for one-third of the board of directors. Passing resolutions in the reserved matters, including the incurrence of expenditure or new indebtedness in the amount or type not permitted, making new investment, appointment or removal of certain senior management members, capital restructuring (such as the capital reduction or amalgamation) or change of auditor, shall require approval from the directors nominated by the Fund.

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(f) BTSC will be entitled to receive the management fee and incentive fee at the prescribed rate. If the actual net farebox revenue is exceeding the projected net farebox revenue for such period, BTSC’s incentive fee shall increase accordingly.

(g) There are certain undertakings that BTSC shall comply with or is restricted from carrying out, including engaging in a new business, amending or terminating the concession agreement, incurring any new indebtedness in the amount or type not permitted, and amending the agreements in connection with the operation and maintenance of the core BTS SkyTrain system, unless the approval of the Fund is obtained in advance.

(h) Events of default, such as,

1) Failure to deliver the net farebox revenue, unless such a failure is caused by a technical error, and payment is made within 5 days of its due date;

2) Failure to comply with any obligation under the agreement, and failure to remedy such breach within the specified period;

3) Breach of other financing agreements for the specified amount (cross default);

4) Business reorganization, a composition or compromise with creditors in general, or entering into bankruptcy proceedings; and

5) Unenforceability of the agreements in connection with the IFF Transaction.

(i) Consequences of Events of Default

1) The Fund will become the creditor and be entitled to enforce the pledge of BTSC shares made by the Company, or to exercise the right to purchase BTSC shares from the Company under the Agreement to Purchase and to Sell Shares.

2) If the event of default is due to a breach of the concession agreement, the Fund may exercise its step-in right as the creditors’ representative under the concession agreement.

3) The Fund agrees to cause BTSC to separate the revenue to be generated from the assets which are not bought by the Fund, or to transfer the assets which are not bought (except for the assets which are required for the operation of the core BTS SkyTrain system), such as VGI shares, to the Company or any person designated by the Company.

The Fund will assume both risks and rewards; namely, if the net farebox revenue obtained exceeds the purchase price paid by the Fund, such premium will belong to the Fund. However, if there are expenses and maintenance costs incurred or any related problems arise, the Fund shall also assume such risks.

(2) The Sponsor Support and Guarantee Agreement, to be entered into between the Company and the Fund, has the following material terms and conditions:

(a) The Company shall give a guarantee to secure the obligations of BTSC, but not the payment obligation. As a result, the Fund will receive the actual net

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farebox revenue. The Company has no obligation to pay the projected net farebox revenue.

(b) The Company shall maintain its current shareholding percentage in BTSC.

(c) The Company shall support BTSC’s operation in accordance with the Net Revenue Purchase and Transfer Agreement, such as appointing people nominated by the Fund to be one-third of BTSC’s directors, and carrying out the reserved matters.

(d) The Company will pledge its shares in BTSC to secure its obligations under the agreement.

(e) The Fund cannot enforce the Company to perform its obligations by any means other than enforcing against all BTSC shares held by the Company under the Share Pledge Agreement or the Agreement to Purchase and to Sell Shares, and, upon transfer of BTSC shares to the Fund, the Company will be released from its guarantee obligation.

(f) The Company and the Fund may agree that the Company makes the payment to the Fund in place of enforcement upon BTSC shares. However, this agreement will be subject to further negotiation between the Fund and the Company in the future.

(g) In the event that the Concession Agreement expires and the Fund releases the pledge of BTSC shares under the Share Pledge Agreement, but any claim which the Fund is entitled to obtain and for which BTSC is exercising its rights or is about to deliver to the Fund remains, the Company agrees to guarantee the obligations of BTSC to deliver to the Fund the payment obtained or to be obtained by BTSC.

(h) The Company (including its affiliates) will grant the Fund the right to purchase and the right of first refusal to purchase the projects in relation to the mass transit system in Bangkok and its vicinity, in the same manner as BTSC.

(3) The Share Pledge Agreement, to be entered into between the Company and the Fund, has the following material terms and conditions:

(a) The Company shall pledge all of its BTSC shares (currently 97.46%) to the Fund in order to secure its obligations under the Sponsor Support and Guarantee Agreement.

(b) To enforce the share pledge, the parties agree to set a condition for the public auction that the third-party awarded bidder is required to enter into an agreement in the form and substance substantially similar to the Sponsor Support and Guarantee Agreement.

(4) The Agreement to Purchase and to Sell Shares, to be entered into between the Company and the Fund, has the following material terms and conditions:

(a) The Company agrees to sell its BTSC shares to the Fund upon the occurrence of an event of default under the Net Revenue Purchase and Transfer Agreement and the exercise notice being delivered by the Fund.

(b) The exercise of the right to purchase shares is for setting off the purchase price against the Company’s obligations under the Sponsor Support and Guarantee Agreement.

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2. Unit Subscription Transaction

The Company will subscribe for one-third of the total investment units of the Fund. Moreover, the Company may have an agreement with the underwriters that it will not sell or dispose of any investment units for a certain period in order to give investors confidence in the Fund. The Company will finance its subscription through a bridge loan from a commercial bank, and when BTSC receives the proceeds from the sale of the net farebox revenue and distributes such proceeds to the Company in the form of an intercompany loan, the Company will use that intercompany loan to repay the bridge loan to the commercial bank.

3. Legal Issues in Entering into the IFF transaction and Concession Agreement

Weerawong, Chinnavat and Peangpanor Limited, as the legal advisor, provided its opinions to

the SEC and BTSC, which can be summarized as follows:

(1) Having reviewed the concession agreement and the agreements in connection with the IFF Transaction, the legal advisor views that this transaction is the sale of net farebox revenue, and does not constitute any amendment to the concession agreement. As a result, it is not required to comply with the law on private sector participation in a government undertaking.

(2) Having reviewed the concession agreement and the agreements in connection with the IFF Transaction, the legal advisor views that the IFF Transaction does not constitute any breach to the concession agreement entered into between BTSC and the BMA. BTSC is entitled to collect the farebox revenue under the concession agreement and therefore, as the owner of the asset, BTSC can manage its asset in whatever manner it wishes, including selling the net farebox revenue to the Fund.

4. Events of Default for Termination of the Concession Agreement by BMA

The concession agreement may be terminated in any of the following three circumstances. The first circumstance is in relation to system testing, which was already conducted and completed. The remaining two circumstances are as follows:

(1) BTSC becoming bankrupt; or

(2) BTSC’s willful breach of the concession agreement in a material and continuing nature.

The BMA is required to give one month’s prior notice of termination if the default cannot be remedied. If the default is capable of being remedied, then not less than six months’ prior notice of termination must be given. In an emergency case, to ensure that the system continues to provide service to the public, the BMA in cooperation with BTSC’s creditors may operate the core BTS SkyTrain system on a temporary basis. If BTSC is unable to cure the default within the specified period, BTSC’s creditors (represented by the Fund as notified to the BMA pursuant to the instructions given to the BMA) will be entitled to procure another party to accept an assignment of the rights and obligations under the concession agreement within 6 months of the date of the BMA’s written notice to the representative of the creditors. If the creditors can procure a party to accept the assignment of the rights and obligations within the specified period, the BMA is required to accept the assignment and not to terminate the concession agreement.

5. Conditions Precedent for the Sale and Transfer of the Net Farebox Revenue

(1) The shareholders’ meeting of BTSC and the shareholders’ meeting of the Company resolve to approve the entry into the transaction. In this regard, the shareholders’ meeting of BTSC convened earlier this morning already approved the transaction.

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(2) The approval or consent required under the relevant agreements has been obtained. BTSC set the date of the meeting of debentureholders on December 19, 2012 and will procure a letter of guarantee to the debentureholders by placing the proceeds received from the sale of net farebox revenue with the bank in an amount equal to the principal and interest to be repaid throughout the term of debentures to secure the issue of the letter of guarantee. BTSC will seek approval of the amendment of the terms and conditions of the debentures. If the meeting of the debentureholders approves the amendment, BTSC will give the debentureholders a put option for early redemption, to be exercised by January 2013, regardless of whether or not the IFF Transaction takes place. Upon the letter of guarantee being effective, certain conditions and restrictions will be cancelled or amended so that BTSC has the flexibility to operate the business, such as capital reduction or loans to be granted to its parent company.

(3) The SEC approves the establishment of the Fund.

(4) The offering of investment units is successful.

In addition, on the closing date for the sale and transfer of the net farebox revenue, which will occur after the offering of investment units and the establishment of Fund have been completed, BTSC shall amend its Articles of Association by setting out certain reserved matters to the extent permitted by law, register the appointment of directors representing the Fund to the board of directors of BTSC, register the share pledge, and deliver share certificates to the Fund or a person designated by the Fund.

Miss Rutchanee, the Independent Financial Advisor from Sage Capital Company Limited, expressed the financial advisor’s opinion on the following transactions: the Net Revenue Sale Transaction, the Security Transaction, and the Unit Subscription Transaction. The opinions consist of two parts: 1) an opinion on the fairness of entering into the transactions, meaning whether or not the value of the sale of the net farebox revenue at the minimum price of Baht 50,000 million is fair; and 2) an opinion on the reasonableness for the entry into those transactions. The key details of this opinion can be summarized as follows:

1. Fairness of the Sale Price of the Net Revenue

With regard to the fairness of the price of the net farebox revenue to be sold to the Fund, the Independent Financial Advisor assessed the fair value of this transaction as if all of the assets of the business of the core BTS SkyTrain system had been sold to the Fund, using the following four approaches:

(1) Net Book Value of Assets: Based on BTSC’s reviewed carve-out financial statements as of September 30, 2012, the book value of assets of the core BTS SkyTrain system is Baht 43,162.5 million.

(2) Market Comparables: The assessment using this approach was made by making a comparison to Bangkok Metro Public Company Limited (“BMCL”), which is the only company listed on the SET whose business is similar to that of BTSC. The ratios used by the Independent Financial Advisor in the comparison are: 1) Price to Earnings Ratio (P/E Ratio); and 2) Price to Book Value Ratio (P/BV Ratio).

However, the P/E Ratio could not be used, as BMCL reported a loss in its 4 previous quarters. Although the P/BV Ratio of BMCL could be used, the result is quite high compared to the industry or the P/BV Ratio of companies listed on the SET. As BMCL has continued making loss in its operating results, its book value is quite low, while the market price of BMCL shares is quite stable. As a result, the P/BV Ratio of BMCL is quite high. The Independent Financial Advisor, therefore, was of the opinion that it is not appropriate to use this approach as a benchmark for this valuation.

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(3) Enterprise Value of Assets: Under this approach, the market price of the Company’s shares will be used to determine the Company’s business value, and the value of other businesses which form part of the Company will then be assessed. In regard to the media business, as VGI is a company listed on the SET, the market price of VGI shares was used to assess the value of VGI’s business. In regard to the property business, the value appraised by the independent appraiser for all land and buildings owned by the Company and its subsidiaries was assessed. The book value of the service business was applied as there is no market value to be used for this assessment. Consequently, the value of the core BTS SkyTrain system is ranging from Baht 42,262.2 to Baht 45,402.4 million.

(4) Discounted Cash Flow: The Independent Financial Advisor estimated the cash flow from the core BTS SkyTrain system business throughout the remaining concession term (17 years). The estimate of the net farebox revenue was conducted by Systra MVA (Thailand) Limited (“MVA”), while the estimate of the expenses was conducted by PB Asia Limited (“PB”). Both MVA and PB are consulting firms to domestic and international transportation companies with expertise in the transportation business, and are reliable internationally. Under this approach, the net present value of the net farebox revenue of the core BTS SkyTrain system is Baht 51,608.0 million for the base case. In addition, the Independent Financial Advisor conducted a sensitivity analysis by adjusting the ridership estimated by MVA at the rate of 2.5% (upwards and downwards) and by adjusting the SET market return at the rate of approximately 1% (upwards and downwards), which resulted in the net present value of the net farebox revenue of the core BTS SkyTrain system ranging from Baht 47,027.9 to Baht 56,644.9 million.

It is of the Independent Financial Advisor’s view that the Net Book Value of Assets approach is not suitable, as it does not reflect either the fair value of BTSC’s liabilities or assets, nor the operating results and ability to generate profits in the future.

With regard to the Market Comparables approach, it is common and appropriate to use this approach for valuing a business if there is more than one company in a similar industry and of comparable size to be used as a benchmark. However, in the case of BTSC, BMCL is the only company listed on the SET having a business similar to BTSC. The Independent Financial Advisor believes that using only one company might not be appropriate for establishing an industry benchmark to be used for comparison and for determining the value of BTSC’s business. Moreover, BMCL has sustained a loss, and its P/E Ratio could not be determined, while its P/BV Ratio is too high compared to the overall industry and the SET. Therefore, the Independent Financial Advisor believes that the Market Comparables approach is not suitable for determining the value of the core BTS SkyTrain system.

As to the Enterprise Value of Assets approach, the Independent Financial Advisor found that only the market value of the Company and VGI is available, while other businesses which are components of the Company do not have a market price and do not reflect the appropriate value of such businesses. As a result, it is not appropriate to use this approach to determine the fair value.

The last approach proposed by the Independent Financial Advisor as the appropriate one for assessing the fair value of the core BTS SkyTrain system business is the Discounted Cash Flow approach. This approach will take into account the operating results and the ability to generate profits in the future, and the valuation is based on assumptions made by reliable advisors which are internationally recognized – MVA and PB.

As a result, the appropriate value of the core BTS Sky Train system business is between Baht 47,026.9 and Baht 56,644.9 million, while the minimum sale price of the net farebox revenue proposed by the Company to the Meeting is Baht 50,000 million, which is in the range assessed by the Independent Financial Advisor.

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2. Reasonableness of the entry into IFF Transaction

The Independent Financial Advisor believes that entering into these transactions would benefit the Company and BTSC in the following ways:

(1) The proceeds obtained from the IFF Transaction can be used as a capital base for the Company or BTSC for bidding for the new SkyTrain projects that the Group considered it has an advantage in the investment compared to other operators, which will enhance the chances of winning the bid.

(2) The ability to generate profits of the Group will increase if the Group wins the bid for the new SkyTrain projects.

(3) The profit from the sale of the net farebox revenue as of the transaction date will not be subject to corporate income tax, but BTSC will gradually recognize the revenue as taxable income throughout the concession period. In the past, the Revenue Department considered a transaction similar to BTSC’s net revenue sale transaction as a financing transaction, so the consideration received by BTSC from the sale of the net farebox revenue will be deemed debt financing borrowed from the Fund. If the Revenue Department considers this transaction a financing transaction, as of the transaction date BTSC will not have to recognize the profit from the sale of the net farebox revenue. Therefore, that profit will not be subject to corporate income tax as of the transaction date. In addition, dividends and capital returns to be obtained by the Company from holding investment units in the Fund will not be subject to corporate income tax.

(4) BTSC will have a saving on the corporate income tax throughout the remaining concession period if the Revenue Department considers the sale of the net revenue to be a financing transaction. As a result, the money to be delivered by BTSC to the Fund throughout the concession term will be deemed the repayment of principal and interest on a loan. Such interest can be recorded as BTSC’s tax deductible expense, and BTSC will benefit from the tax shield on the interest payments at its present value of approximately Baht 6,450 million. In regard to the specific business tax of 3.3% of the interest payment which BTSC agrees to reimburse to the Fund if the specific business tax is not exempted, the present value of the specific business tax is approximately Baht 1,065 million.

3. Issues to be taken into Consideration

The Independent Financial Advisor explained to the Meeting the issues to be taken into consideration in entering into the Net Revenue Sale Transaction, the Security Transaction, and the Unit Subscription Transaction. The key details of these transactions are summarized as follows:

(1) Change in the structure of revenue and expenses after the transfer of the net revenue to the Fund: From the accounting perspective, there are two possible ways to recognize the sale of the net farebox revenue, but neither is conclusive. The first way is to treat the transaction as a true sale of the assets. The second way is to treat the transaction as a financing transaction as mentioned previously. If the sale of the net farebox revenue is considered a true sale, BTSC will recognize the profits from the sale as of the transaction date, and will not recognize revenue and expenses in relation to the core BTS Sky Train system after the sale of the net farebox revenue to the Fund. The Company will recognize the revenue arising from dividends received from the investment of one-third of the total investment units, and BTSC will recognize the revenue from the management fee and/or incentive fee. However, if the Net Revenue Sale Transaction is considered a financing transaction, the revenue and expenses in connection with the core BTS Sky Train system will be recognized by BTSC as per the current practice, except for the interest payable, which will increase,

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as the sale of the future net farebox revenue is considered long-term debt financing obtained from the Fund, and BTSC is required to pay interest until the concession agreement expires.

(2) Risks from a loss of opportunity to enjoy full benefits from the core BTS SkyTrain system if actual ridership is higher than the estimation by MVA: This might occur as BTSC will sell the net farebox revenue to the Fund. However, the Company will benefit indirectly if BTSC can generate more revenue and transfer it to the Fund, and the Fund can then pay more dividends to the Company, as a holder of one-third of the total investment units. Moreover, BTSC may receive more management fees and/or incentive fees if BTSC generates more revenue than projected.

(3) Change in the structure of assets and shareholders’ equity: This will be the case if this transaction is considered a true sale. The elevated rail project costs and assets in relation to the core BTS SkyTrain system will not be set out in the accounts, but cash proceeds from the sale of the net farebox revenue, with certain proceeds reserved for paying principal and interest to BTSC debentureholders and for investing in the Fund by the Company will be set out in the accounts instead. Shareholders’ equity will increase as the profit from the sale of the net farebox revenue is recognized. However, if the transaction is considered a financing transaction, the elevated rail project costs and assets in relation to the core BTS SkyTrain system will remain in the accounts and cash equal to the proceeds received from the sale of the net farebox revenue will increase. Therefore, the assets and liabilities equal to the value of the sale of the net farebox revenue will increase, while shareholders’ equity will not change.

(4) Risks of the Company’s shareholders from a possible change in return on investment in the form of a dividend: This depends on the ability to generate a profit from the new businesses or projects that the Company will invest in. For example, if the Group wins the bidding for the new SkyTrain projects, shareholders will have an opportunity to receive more dividends in the future. However, if the Group cannot win the bidding for the SkyTrain projects, but invests in another business, then it shall consider the return from the potential operating result of those projects instead.

(5) If there is an event of default caused by BTSC in the future, it may have a material effect on the financial conditions and results of operation of the Group: If BTSC breaches the agreement, and this results in the transfer of all BTSC shares held by the Company to the Fund, it may have a material adverse effect on the financial condition and results of operation of the Group.

From all of the benefits mentioned above and the reasonableness of the appraised price, the Independent Financial Advisor was of the opinion that the Meeting should approve the entry into these three IFF transactions. However, the decision is at the shareholders’ discretion. The details of the opinion of the Independent Financial Advisor are set out in Enclosure 5 of the Invitation.

The Secretary to the Meeting gave the Meeting the opportunity to express opinions and make inquiries about the IFF Transaction (Agenda 3 through Agenda 5). The shareholders expressed their opinions and made inquiries, and the replies to those inquiries can be summarized as follows:

IFF Transaction (Agenda 3 – 5) – Comments/ Inquiries/ Replies

Shareholder Mrs. Tassaneeya Kongsuwan raised the following questions: (1) Will BTSC have any risk associated with revenue to be received in the next 17 years as projected? (2) Will the value of the Fund at Baht 50,000 - 60,000 million cover the revenue of the next 17 years, has the

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growth rate of the revenue been calculated, and has the risk associated with the acquisition of revenue been taken into account?

Mr. Keeree I believe that today we have with us the financial advisor and the independent financial advisor, who already provided you with a detailed explanation. This would be a good thing, as the Company is able to provide the Meeting with detailed information. I would like to address the second question first. I believe that, according to the advisors’ opinions, the determination or calculation of the revenue was reasonable. The Company is confident and requests for an approval on the minimum value of Baht 50,000 million. However, the Company will assess demand at the time of the sale. In regard to the first question, I thought that this question should be asked on behalf of the unitholders, as to whether there will be any risk for such projected revenue. This revenue projection was prepared by experts in various areas, including business, BTS SkyTrain and ridership. The investors may consider risks in each aspect in the Fund’s prospectus. However, there are always risks in investment.

Shareholder Mr. Wicha Chokpongpun expressed his opinion that considering the amount of investment, this investment would definitely be beneficial to us and he would support it. He believes that Mr. Keeree will share profits to the shareholders in the form of dividend.

Mr. Keeree I appreciate your support on this transaction. In regard to the dividend, the Company intends to pay dividend. However, the main objective of the establishment of the Fund is to raise funds for expanding the Company’s business. Dividend payments shall be subject to the resolution of the Board of Directors or the shareholders’ meeting, and other factors.

Shareholder Mr. Prapan Kummetha asked about the revenue that Sage Capital Company Limited projected, that in the next 17 years it will be approximately Baht 47,000 - 56,000 million, or Baht 2,700 million to 3,200 million per year on average. However, it is stated in the report of the Independent Financial Advisor on page 85 that the projected revenue is approximately Baht 8,500 million per year.

Mr. Keeree I think the figure that you looked at is the projected revenue for the next 17 years. However, the value of approximately Baht 40,000 million is calculated using the net present value approach.

Shareholder Mr. Prapan Kummetha suggested that, as we are selling future revenue, we should focus on future revenue. I did not understand the accounting principle, but thought that the selling price of future revenue should not be significantly lower than that projected. Moreover, if future revenue is sold for approximately Baht 50,000 - 60,000 million, the proceeds from the sale will be invested in future projects with a total value of approximately Baht 130,000 million. From Mr. Keeree’s example, if future revenue can be sold for Baht 60,000 million, will we use the proceeds of approximately Baht 29,000 million to invest in future projects with a value of approximately Baht 130,000 million?

Mr. Keeree In regard to your first question, we need to discount the projected future value to the present value. As mentioned earlier, the present value is approximately Baht 40,000 million. If the revenue is sold for Baht 50,000 - 60,000 million, it meant that selling price already exceeds the amount we should receive today. In regard to the investment to be made in future projects, we will have remaining proceeds from the sale of future revenue of approximately Baht 30,000 million, after deducting the sinking fund to secure the issue of the letter of guarantee in favor of BTSC’s debentureholders, and an amount to invest in the Fund’s investment units. This remaining amount is definitely insufficient for the new projects in which the Company intends to invest. However, such an amount is only for the equity part. We will also take out a loan for approximately two-thirds of the investment.

Shareholder Mr. Prapan Kummetha inquired that BTSC would obtain more management fees if BTSC has good performance; however, according to the financial statements on page 58, the Company retained this revenue only for one year: during the period of 2009/2010. During 2010 – 2012, none of this revenue was shown. Did this mean that BTSC did not receive this revenue?

Mr. Keeree After the sale of revenue to the Fund, BTSC will have the obligation to manage the project. Once the revenue reaches a certain level, we will be entitled to an incentive fee. I invite Mr. Chainarong, the financial advisor, to explain more details.

Mr. Chainarong The figures that the shareholder mentioned were not the incentive fee mentioned by Mr. Keeree, even though the heading is similar. The incentive fee that Mr. Keeree mentioned will arise when the establishment of the Fund has been completed. If the operating results are better than projected, BTSC will receive the incentive fee.

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Shareholder Mr. Prapan Kummetha expressed his opinion that, as BTS Group will invest in one-third of the investment units of the Fund, and the board of the Fund will consist of one-third of directors from BTS Group or BTSC, one-third of directors from the Fund and another one-third of independent directors, did this mean that BTS will have one-third of all the votes in the Fund?

Mr. Chainarong The shareholder might be confused on this matter. The composition of the board of directors to which you referred to was BTSC’s board of directors, not the Fund’s board of directors. BTSC’s current board of directors consists of the directors appointed by its shareholder, namely BTSG. After the Fund is established, it will only have the fund manager and not a board of directors, and the Fund will designate its representatives to be one-third of the board of directors of BTSC.

Shareholder Mr. Prapan Kummetha then asked what proportion of votes BTS has for participating in the Fund’s management.

Mr. Chainarong One-third. The votes in the Fund will be from unitholders. The major unitholder of this Fund is BTSG, who holds one-third of the total issued investment units. The remaining votes are from general investors.

Shareholder Mr. Sathaporn Pangnirand expressed his opinion and asked the following questions: (1) I was concerned about the Government policy of adjusting the fare rates, as to whether this would affect Agenda 3 to Agenda 5 of the Meeting; (2) Will there be a restriction on selling one-third of the total issued investment units to be held by BTSG during the silent period, and will the BTSG shareholders have the right to purchase the investment units, as they were granted the right to buy VGI shares? (3) Will annual dividends be affected by approval of Agenda 3 to Agenda 5?; and (4) As an investor, I would like to know, between the investment units and BTSG shares, which one I should invest in and have a better yield.

Mr. Keeree With regard to the question on which securities are better, I would say that both of them are good, but they are different. The value of shares will depend on the value of the Company, which conducts several kinds of businesses. The value of investment units will depend on the revenue generated from the operation of the BTS SkyTrain. In regard to the question about whether the shareholders will be entitled to subscribe for investment units, as in the subscription for VGI shares, we have not yet obtained the approval from the relevant authorities. If one is interested, a shareholder may subscribe for investment units at the place to be announced later, or may contact Phatra Securities Public Company Limited. In regard to the adjustment of fare rates, any adjustment of the fare rate shall be in line with criteria set out in the concession agreement. Accordingly, if the Government would like to adjust the fare rate, the Government shall compensate us.

Shareholder Mr. Sakchai Sakulsrimontree inquired how often the fare rates would increase and at what percentage. What is the maximum fare rate immediately prior to the expiration of the concession agreement?

Mr. Surapong Laoha-anya

According to the concession agreement, the fares shall not exceed the authorized fare rate. However, the authorized fare rate may increase according to the consumer price index of Bangkok, announced monthly by the Ministry of Commerce. In regard to the fare rates in the next 17 years, I could not give an answer now, as they will correspond to the consumer price index as earlier mentioned. After an adjustment is made, no further adjustment can be made for 18 months.

Shareholder Mr. Sakchai Sakulsrimontree inquired whether BTSC will receive the management fee at 15% as mentioned, and when this will happen. He also asked whether the Company has any projection of the minimum revenue that it will receive.

Mr. Surapong Laoha-anya

In principle, as discussed, if revenue and expenses are consistent with the projection, we will receive 2%. However, if revenue is higher than projected, we will receive a management fee at a progressive rate. I could not tell you how much we would receive now.

Shareholder Mr. Thara Chonpranee expressed his opinion and asked questions. Now, the Meeting is considering 2 or 3 transactions of two different natures, namely a financial transaction and a true sale transaction. The financial transaction has a nature similar to a loan – the Company secures loans of Baht 50,000 million with its assets and gradually repays the loans with its revenue. As the advisor said, the repayment will be of both principal and interest. I would like to ask why the Company does not take out loans instead of entering into a transaction similar to a loan. That is, a loan will be sought when the Company starts a project. According to the Chairman’s previous statement, assuming that the Company earns revenue

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of Baht 50,000 - 60,000 million, approximately Baht 30,000 million is to be used as equity for further investment. However, I did not understand, as there are two portions of proceeds: equity and revenue obtained as other assets (retained earnings), and the retained earnings will be used, while the equity will be further invested. I thought that the Company would rather take out loans, and the loans may provide other benefits. When a loan is granted for a new project, the Company will pay interest to the bank, and such interest is a deductible expense. Also, it was earlier discussed on tax shield interest payment in the amount of Baht 6,450 million, which is a present value. I wondered which one will be more beneficial: tax shield interest payment of Baht 6,450 million or interest on a loan that is deductible as an expense. In addition, with regard to the specific business tax for which BTSC will compensate the Fund, if the Fund earns more revenue, it could be construed that the Company would be subject to specific business tax of Baht 1,065 million. Considering both factors together, I thought that loans would be more beneficial, as interest is deductible as an expense. On the other hand, if this transaction is viewed as a financial transaction, the Company will receive Baht 50,000 million and repay the principal and interest with the revenue, I wondered what percentage the equivalent interest rate will be. If we considered that the net revenue payable daily or monthly is principal and interest, what is the rate of interest? In addition, as we persuaded the debentureholders to make an early redemption of debentures so that the debentureholders will receive the principal and interest. Until when will this interest be paid? It was said earlier that there would be money reserved for principal and interest payable up to the maturity of the debentures. However, I was not sure when it is actually paid, and whether such interest will be wholly or partly paid. The last issue is with regard to the assessment of growth made by MVA. I wondered what was calculated or assessed by MVA. I was doubtful that MVA, as an expert, applied the DCF approach to establish the mark-to-market value and made up several assumptions, including the growth rate of ridership and growth rate of fares per trip. Earlier, a shareholder was asking about the growth rate and how to determine the price. I was also doubtful about the growth rate figures shown in the report of the Independent Financial Advisor on page 85, as the source of those figures is unclear and growth fluctuates. Such fluctuating growth should be explainable. However, I went through the details of such part, but the supporting grounds are still unclear. Therefore, I wondered whether the information on this growth is reliable.

Mr. Keeree I would like to answer in a simple and clear fashion. If it is a loan, repayment will be required. However, if it is a sale, it is a sale. Most importantly, this project results in tax refunds. Otherwise we would have to pay taxes for each year in which profits are retained. However, to answer these questions more insightfully, I invite Mr. Chainarong, the financial advisor, to explain once again the details of this project. However, talking about the background of the project, we have experts to make an assessment of the future ridership and use it for calculating the present value that we sell, plus a premium. Moreover, individual investors who invest in the investment units will benefit from a tax exemption on dividends for 10 years. The Company can use its future cash today to expand its business, which can generate value and revenue. Finally, if there is any remaining amount and the deposit interest rate is too low, the Company will distribute back to our shareholders.

Shareholder Mr. Thara Chonpranee asked for a comparison between a loan and this transaction, as to which will be more beneficial. Also, if the whole amount of interest is to be calculated, what will be the equivalent interest rate?

Mr. Chainarong As the Company required funds for business expansion, there are a couple of means of fund raising to be considered: 1) obtaining a loan; 2) selling BTSC’s shares directly; and 3) an infrastructure fund which is supported by the Government and the SET to make this happen. Each method has its own advantages, disadvantages, and level of appropriateness. As mentioned earlier, a substantial amount of funds is required to make investments in the SkyTrain business. The aforementioned four projects require funds of more than Baht 100,000 million. If we obtain a loan, we will have obligations to pay interest and repay the principal as a commitment that the Company must comply with. Otherwise, it will be a breach of contract. If it is a short-term loan, the interest rate will be lower. But if it is long-term loan, the interest rate will be higher. The Board of Directors took all of these factors into account. If BTSC’s shares are sold to make the investment, the issue of dilution in BTSC will happen from today, and BTSC’s other businesses will also be diluted. In addition, there will be two listed companies which are redundant. As a result, the infrastructure fund is an appropriate alternative, as it is supported by the Government and will have tax privileges. If the infrastructure assets of the SkyTrain belong to a private limited company or a public limited company, like BTSC, the revenue less expenses is gross profit, which is subject to corporate income tax. After that, it will become net profits, which

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will be paid to shareholders as a dividend. If a fund is to be established under the Government’s support, the revenue less only cash expenses will be profit, and the fund may either pay a dividend or capital return to unitholders. Due to high profit, this method of fund raising will be beneficial. In addition, the depreciation and non-cash expenses will be liquidity, which may be distributed to unitholders. The aforesaid factors were taken into consideration when deciding that the infrastructure fund is the suitable alternative to be proposed to shareholders. As for the projection, it was prepared by independent experts in each area, i.e. the estimation of ridership, costs, or net profits. When considering the documents, the shareholders were advised to consider that BTSC will sell its net revenue, not revenue, as revenue is substantially more than net revenue. The expenses will be deducted for BTSC to use in the management and procurement of assets and maintenance. The projection of net revenue was done by using past information together with assumptions and growth rates. According to the documents, several factors are involved, including growth rates from the current base plus the annual special growth rates, as it is expected that there will be new SkyTrain lines in 2017 or in other years. The growth rate, when taking into account the new SkytTrain lines to be opened, will grow significantly and we considered it is reasonable projection. However, there are still option A and option B. Those factors were the grounds for the Baht 50,000 - 60,000 million, which depends on several assumptions and growth rates. After we had the projection of the revenue for the next 17 years, we used the financial method by using a discount rate to find the present value. The farebox that we expect to receive in 2017 may be Baht 8,000 million. However, the present value will be less than Baht 8,000 million, as the discount rates of each year in which the revenue is to be obtained are different. The 17-year projection divided by the discount rates is the present value, which is the value of the Fund. The discount rates originated from the discount rates of other comparables, including domestic and international SkyTrain business, for which the share value will be assessed by a discount rate.

Shareholder Mr. Suthee Sahasarangsri expressed his opinion that the number was already concluded by the financial advisor as if the Company had made the decision to sell. However, what is the appropriate selling price and under which approach? If the discounted cash flow approach applies, how will the discounted cash flow rate be weighted so that the infrastructure fund investors will get a return? I thought that the approach should be that we have not decided to sell yet. For deciding whether to sell to the infrastructure fund, we should project the revenue of the project which we will invest in the future, for example, how much the revenue of the 25 km. Green Line is, which we will bid comparing to the current revenue of Sukhumvit Line and Silom Line to determine which lines will generate more revenue, and taking into account the possibility of winning another 2 lines, and the associated risks. Assuming that we proceed with these projects, but there are price competition and unfavorable political circumstances, we may become BMCL, which incurs losses. As a result, the comparison should be made between the things that we will receive in the future after discounting the risks, whether or not it is worthwhile. According to the calculation, WACC is approximately 10.9%, therefore, the return from the new investment may be better. However, I was not certain, as we did not know yet the amount of the return from the new investment.

Mr. Keeree This is the right idea, and we think the same. We are selling the future revenue. Whether selling today is worthwhile or not, the Board of Directors considered various factors and methods, and viewed that it is worthwhile. With regard to the future extensions, in principle, we will not make any investment in the projects which are not related to us, for example the Green Line, for which the bidding process will commence soon. Prior to the issue of TOR, we cannot tell the potential outcome, but the route, such as from Mo Chit to Saphan Mai, which is extended from our line, we must be ready for the investment and bidding. The shareholder’s opinion is not wrong. However, we have considered all of those factors and then considered the value of it. Although the TOR is not issued yet, we are confident that at least the revenue from O&M, as managed by us, which is in the area of our expertise, will be part of our revenue. For anyone who is concerned that the selling price will be too low, we already considered our present value and net present value and how much we would sell. The selling price to be approved by the Meeting will be higher than such value. Also, if the price is only at Baht 50,000 million, we will not sell though the Meeting granted the approval. Nonetheless, we cannot not tell how much we can sell at this moment as we will need to look at the market conditions at that time.

Shareholder Dr. Sunis Junakarat supported Mr. Keeree, but was concerned that there would be a third party participating in the management of the company. She also inquired how BTSC’s

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shares will be transferred to the Fund, on a yearly basis or all at once.

Mr. Keeree We will not sell our shares, and will only sell our future net revenue. The shareholders hold shares in BTSG and we have various types of businesses and several companies. We will only sell the future net revenue of one of our subsidiaries, and the Company will receive return from such sale, and we are certain that such an amount is worthwhile. At the same time, whether or not we decide to sell the net revenue, we still operate the SkyTrain, and the Board of Directors of the Company is still the same. If there are any new directors, we will propose the shareholders to approve their appointment first. We are only selling our revenue in the next 17 years from the SkyTrain. If the Company receives over several Baht ten billions, BTS Group’s financial conditions will be strengthening. In addition to the operation of the SkyTrain system, we hold VGI shares, and VGI has very good operating results, and we also have hotels, other properties and land plots. The current appraisal value of our land price should be close to Baht 20,000 million and the land still belongs to the Group. For the O&M business, for which the agreement has been executed, we will have revenue from such operation, through BTSC and then distribution to the Company. The shareholders should not be concerned as we have been through difficult times together. Today, we are in growth graph and the most important thing is how to make our growth sustainable than the past. We will be a company having good business and having strong cash position if this project is successful.

Shareholder Mr. Wirun Mongkolsrisawat inquired that as the advisor explained earlier that there is no clear interpretation by the Revenue Department yet, if the law imposes tax obligation retroactively, would BTSG and the shareholders be damaged by this, and who will be responsible for it?

Mr. Keeree Any company or any person who has a profit will be subject to tax. If we are required to pay taxes, we, including BTSC, will pay such taxes.

Shareholder Mr. Surasith Boonliang-Upathum inquired that after the sale of revenue to the Fund, the revenue will be missing approximately 60-70%, so would there be any new revenue to replace such, as the new revenue will be obtained only after the completion of the construction of the new SkyTrain lines in 2017.

Mr. Keeree The Company will obtain cash in compensation for the revenue sold.

Shareholder Mr. Surasith Boonliang-Upathum expressed his additional opinion that, normally, for a fund like CPN or TICON, these companies will construct new factories or shopping malls, and there will be new revenue stream coming in.

Mr. Keeree Did the question mean how would the Company manage the proceeds obtained from the sale?

Shareholder Mr. Surasith Boonliang-Upathum clarified by asking whether there would be any new replacement that would generate revenue in compensation for the sold revenue.

Mr. Keeree We have an objective to expand the SkyTrain business. However, the TORs for these SkyTrain lines have not been issued by the Government. We are confident that if the investment in these projects will not yield a return better than what we have invested, we will not make the investment. My view is that it will be better. However, as the TOR has not been issued, we cannot tell how much better the new investment will be. Please be assured that if it is lesser, then we will not invest.

Shareholder Mr. Surasith Boonliang-Upathum mentioned that the revenue for next year will disappear, if not counting this fund; the Company’s revenue during 2012-2017 will decrease/disappear.

Mr. Keeree The shareholder did not take into account the proceeds to be received, but only considered the disposal of assets. If we sell assets, we have to take into account the compensation that we will receive, which will be more. As mentioned earlier, after the completion of the infrastructure fund transaction, BTSG will be better and its revenue and operating results will also be better.

The Secretary to the Meeting informed the Meeting that since the matters in Agenda 3 - 5 are related to the IFF Transaction, and are related to one another. If any of these agenda items are not approved by the Meeting, all of those agenda items shall be deemed disapproved by the Meeting. The Company will have the Meeting consider and cast the votes in each agenda item and will announce the resolutions of Agenda 3 to 5 at the same time after Agenda 5 has been considered.

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The Secretary to the Meeting gave the Meeting the opportunity to express opinions and make inquiries about each agenda after considering that agenda item. The shareholders expressed their opinions and made inquiries, and the replies to those inquiries were summarized at the end of Agenda 5.

Agenda 3 To consider and approve the sale of future net farebox revenue from Bangkok Mass Transit System Public Company Limited to the infrastructure fund and the entry into the relevant agreements or documents

The Secretary to the Meeting informed the Meeting that to raise funds for investments in the mass transit projects in which the Company or its affiliates may participate in the future, including the Green line extensions, the Pink line, and the Light Rail Transit line, in conformity with the mass rapid transit master plan in Bangkok and its vicinity (2010-2029) and the policy of the SEC and the SET to promote fund raising through an infrastructure fund, the Company plans to sell the net farebox revenue, which BTSC, a subsidiary in which the Company holds 97.46% of the total issued shares, will receive from the operation of the core BTS SkyTrain system, covering the Sukhumvit Line and Silom Line with a combined track length of 23.5 km, (the “Core BTS SkyTrain System”) under the concession agreement dated April 9, 1992 and its amendments entered into between the Bangkok Metropolitan Administration (“BMA”) and BTSC (the “Concession Agreement”) for the remaining period of the Concession Agreement to the Fund, a mutual fund to be established under the Securities and Exchange Act B.E. 2535 (as amended) (the “IFF Transaction”).

The IFF Transaction consists of three key transactions as follows:

(1) The Net Revenue Sale Transaction whereby BTSC will sell to the Fund the future net farebox revenue from its Core BTS SkyTrain System (the “Net Revenue Sale Transaction”), to be proposed to the Meeting to consider and approve in Agenda 3;

(2) The Security Transaction whereby the Company will provide certain support and a limited guarantee to secure the obligations of BTSC owed to the Fund under the Net Revenue Purchase and Transfer Agreement to be entered into between BTSC and the Fund and will pledge the BTSC shares and enter into an agreement to sell and purchase the BTSC shares with the Fund to secure the obligations of the Company owed to the Fund under the Sponsor Support and Guarantee Agreement to be entered into between the Company and the Fund (the “Security Transaction”), to be proposed to the Meeting to consider and approve in Agenda 4; and

(3) The Unit Subscription Transaction whereby, after the SEC approves the establishment of the Fund, the Company will subscribe for one-third (or approximately 33.33%) of the total issued investment units of the Fund (the “Unit Subscription Transaction”) in a proposed public offering of the units by the management company, to be proposed to the Meeting to consider and approve in Agenda 5.

The Net Revenue Sale Transaction to be considered in this Agenda 3 is the transaction whereby BTSC will sell to the Fund the future net farebox revenue from its Core BTS SkyTrain System operated under the Concession Agreement starting from the date on which the sale of such net farebox revenue is completed (Closing Date) until the expiration of the Concession Agreement (December 4, 2029) by entering into the Net Revenue Purchase and Transfer Agreement. According to the Concession Agreement, BTSC has the right to collect the full amount of fare derived from the Core BTS SkyTrain System.

The net farebox revenue to be sold, assigned and transferred by BTSC to the Fund is:

(i) all farebox revenue to be generated from the operation of the Core BTS SkyTrain System starting from the date on which the sale of such net farebox revenue is completed (Closing Date) until the expiration of the Concession Agreement (December 4, 2029), (the “Gross Revenue”) less all costs, expenses, capital expenditures, and fees properly incurred by BTSC in connection with the operation and maintenance of the Core BTS SkyTrain System (other than any financing costs and expenses with respect to working capital facilities or any other

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financing requirements of BTSC and BTSC’s corporate income tax) and transaction fees payable to Bangkok Smartcard System Co., Ltd. (“BSS”) under the relevant service provider agreement between BTSC and BSS (collectively, the “Core Line O&M Costs”); and

(ii) all cash relating to any claims, awards, judgments, suits, causes of action, and any other rights of BTSC in favor of, receivable, or any amount to be received by BTSC arising out of or related to the Gross Revenue and the Concession Agreement (the “Ancillary Rights and Claims”), except for BTSC’s rights and claims under the Concession Agreement to which BTSC is or has been entitled prior to the sale of the Net Farebox Revenue, regardless of whether BTSC makes a claim or receives payment from the Ancillary Rights and Claims before or after the sale of the Net Farebox Revenue to the Fund.

The Gross Revenue less the Core Line O&M Costs plus any cash relating to the Ancillary Rights and Claims is referred to as the “Net Farebox Revenue”.

The selling price of the Net Farebox Revenue is expected to be approximately Baht 50,000 – 60,000 million, or may be higher. However, it shall not be lower than Baht 50,000 million. The final price of the Net Farebox Revenue will be agreed between BTSC and the Fund.

In addition to the sale of the Net Farebox Revenue to the Fund, BTSC will also grant other rights and provide certain covenants or negative covenants to the Fund to be agreed upon under the Net Revenue Purchase and Transfer Agreement.

The key details of the Net Revenue Sale Transaction were set out in Information Memorandum Concerning the Acquisition and Disposal of Assets of the Company pursuant to Schedule 1 dated November 9, 2012 (as amended on November 23, 2012) and Information Memorandum Concerning the Acquisition and Disposal of Assets of the Company pursuant to Schedule 2 as specified in pages 57 - 107 of the Invitation and as explained by the advisors.

The Net Revenue Sale Transaction is regarded as a disposal transaction of which the transaction size is equal to 76.3% or higher under the value of consideration criteria (based on the consolidated financial statements ended September 30, 2012 as reviewed by the Company’s auditor) and, therefore, it is considered a Type 1 transaction under the Notification of the Capital Market Supervision Board No. Tor Jor. 20/2551 Re: Rules for Significant Transactions Constituting an Acquisition or Disposal of Assets and the Notification of the Stock Exchange of Thailand Re: Disclosure of Information and Practice of Listed Companies Concerning the Acquisition and Disposal of Assets B.E. 2547 (collectively, the “Acquisition and Disposal Rule”). Therefore, the Company has a duty to disclose to the SET the information related to such transaction and to take relevant actions including (1) obtaining approval from the shareholders’ meeting of the Company with a vote of not less than three-fourths of all the votes of the shareholders attending the meeting and being entitled to vote, and (2) appointing an Independent Financial Advisor in order to perform relevant duties including giving opinions as stipulated in the Acquisition and Disposal Rule. In this regard, the Company appointed Sage Capital Company Limited as the Independent Financial Advisor to perform the duties as mentioned above. The details of the opinion of the Independent Financial Advisor were set out in Enclosure 5 of the Invitation.

From the details mentioned above, it was therefore proposed that the Meeting considered and approved the entry into the Net Revenue Sale Transaction by selling the Net Farebox Revenue of BTSC to the Fund and the entry into the relevant agreements or documents, and it was proposed that the Meeting authorized the Executive Committee or any person designated by the Executive Committee to (1) negotiate, enter into agreement and execute the documents in connection with the Net Revenue Sale Transaction, including the Net Revenue Purchase and Transfer Agreement, (2) execute an application for permission and necessary evidence in connection with the Net Revenue Sale Transaction, as well as to communicate with, and file such applications for permission, documents and evidence to the relevant authorities or agencies in relation to the Net Revenue Sale Transaction, (3) request for necessary consents, waivers or approvals from other third parties, including the creditors, to enable BTSC to enter into the Net Revenue Sale Transaction and/or to

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complete the Net Revenue Sale Transaction, and (4) take any other action which is required and relevant to the Net Revenue Sale Transaction.

The Secretary to the Meeting gave the Meeting the opportunity to express opinions and make inquiries about this agenda. The shareholders expressed their opinions and made inquiries, and the replies to those inquiries were summarized at the end of Agenda 5. The Secretary to the Meeting then requested the Meeting to cast the votes for this agenda.

Resolution: The Meeting considered and resolved to approve the sale of future Net Farebox Revenue from Bangkok Mass Transit System Public Company Limited to the Fund and the entry into the relevant agreements or documents and to authorize the Executive Committee or any person designated by the Executive Committee to take actions as proposed, with the following voting results:


Approve 6,718,388,959 99.6740


Abstain 21,122,254 0.3133

Void Voting Cards 0 0.0000

Total (1,553 shareholders) 6,740,358,292 100.0000

Remark: Resolution in this agenda shall be approved by not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, excluding the votes of the shareholder who may have a conflict of interests, namely Bangkok Bank Public Company Limited (totaling 476,527,462 votes) in the calculation base, but including the abstained votes in the calculation base.

Agenda 4 To consider and approve the provision of support and a guarantee, the pledge of the shares in Bangkok Mass Transit System Public Company Limited and an agreement to sell and purchase the shares in Bangkok Mass Transit System Public Company Limited to the infrastructure fund pursuant to the terms and conditions of the Sponsor Support and Guarantee Agreement, the Share Pledge Agreement and the Agreement to Sell and Purchase the Shares

The Secretary to the Meeting informed the Meeting that for the entry into the IFF Transaction as described in Agenda 3 above, the Company will enter into the Security Transaction by entering into the sponsor support and guarantee agreement (the “Sponsor Support and Guarantee Agreement”), the share pledge agreement and the agreement to sell and purchase the shares with the Fund to provide certain support, namely the provision of a limited guarantee under the Sponsor Support and Guarantee Agreement to secure the obligations of BTSC under the Net Revenue Purchase and Transfer Agreement, and pledge of BTSC shares under the share pledge agreement and granting the right to purchase BTSC shares under the agreement to sell and purchase the shares to secure the obligations of the Company under the Sponsor Support and Guarantee Agreement. In addition, the Company may consider providing any other forms of security (with limited liability) to the Fund to facilitate the IFF Transaction and for the best interest of the Company, subject to the conditions to be negotiated and agreed upon between the Company and the Fund.

The limited guarantee to be provided by the Company under the Sponsor Support and Guarantee Agreement will be limited, and the Fund cannot enforce the limited guarantee obligation of the Company by any means other than enforcing against all BTSC shares held or to be held by the Company (the “BTSC Shares”) through and subject to the conditions of any of the following agreements:

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(i) an agreement for the Company to pledge BTSC Shares in favor of the Fund pursuant to the share pledge agreement to be entered into and between the Company and the Fund (the “Share Pledge Agreement”); or

(ii) an agreement for the Company to sell, and the Fund to purchase, the BTSC Shares pursuant to the agreement to sell and purchase the shares to be entered into and between the Company and the Fund (the “Agreement to Sell and Purchase the Shares”).

Upon the transfer and/or delivery of BTSC Shares by enforcement of the Share Pledge Agreement or the Agreement to Sell and Purchase Shares, the Company shall be released from its guarantee obligation.

In addition to the guarantee obligation, the Company will also grant other rights to the Fund, subject to the conditions to be agreed upon under the Sponsor Support and Guarantee Agreement.

The key details of the Security Transaction were set out in Information Memorandum Concerning the Acquisition and Disposal of Assets of the Company pursuant to Schedule 1 dated November 9, 2012 (as amended on November 23, 2012) and Information Memorandum Concerning the Acquisition and Disposal of Assets of the Company pursuant to Schedule 2 as specified in pages 57 - 107 of the Invitation and as explained by the advisors.

The Security Transaction is considered as a disposal transaction of which the transaction size is equal to 85.7% or higher under the Net Tangible Asset criteria (based on the consolidated financial statements ended September 30, 2012 as reviewed by the Company’s auditor) and, therefore, it is considered a Type 1 transaction under the Acquisition and Disposal Rule, which would result in the Company having a duty to disclose to the SET the information related to such transactions and to take relevant actions including (1) Obtaining approval from the shareholders’ meeting of the Company with a vote of not less than three-fourths of all the votes of the shareholders attending the meeting and being entitled to vote, and (2) Appointing an Independent Financial Advisor in order to perform relevant duties including giving opinions as stipulated in the Acquisition and Disposal Rule. In this regard, the Company appointed Sage Capital Company Limited to be the Independent Financial Advisor to perform the duties as mentioned above. The details of the opinion of the Independent Financial Advisor were set out in Enclosure 5 of the Invitation.

From the details mentioned above, it was therefore proposed that the Meeting considered and approved the Company to enter into the Security Transaction, by providing support and a guarantee, pledge of the BTSC shares, an agreement to sell and purchase the BTSC Shares to the Fund, as well as any additional security to the Fund, and to enter into the relevant agreements or documents, and it was proposed that the Meeting authorized the Executive Committee or any person designated by the Executive Committee to (1) negotiate, enter into agreement and execute in the documents in connection with the Security Transaction, including the Sponsor Support and Guarantee Agreement, the Share Pledge Agreement, and the Agreement to Sell and Purchase the Shares, as well as to negotiate and agree to provide any additional security (with limited liability) to the Fund to facilitate the IFF Transaction and for the best interest of the Company, (2) execute an application for permission and necessary evidence in connection with the Security Transaction, as well as to communicate with, and file such applications for permission, documents and evidence to the relevant authorities or agencies in relation to the Security Transaction, (3) request for necessary consents, waivers or approvals from other third parties, including the creditors, to enable the Company to enter into the Security Transaction and/or to complete the Security Transaction, and (4) take any other action which is required and relevant to the Security Transaction.


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Resolution: The Meeting considered and resolved to approve the Security Transaction by providing support and a guarantee, pledge of the BTSC shares, an agreement to sell and purchase the BTSC Shares to the Fund, as well as any additional security to the Fund, and to enter into the relevant agreements or documents and to authorize the Executive Committee or any person designated by the Executive Committee to take actions as proposed, with the following voting results:


Approve 6,719,629,085 99.6924


Abstain 20,208,654 0.2998



Remark: Resolution in this agenda shall be approved by not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, excluding the votes of the shareholder who may have a conflict of interests, namely Bangkok Bank Public Company Limited (totaling 476,527,462 votes) in the calculation base, but including the abstained votes in the calculation base.

Agenda 5 To consider and approve the Company to subscribe for the investment units of

the infrastructure fund

The Secretary to the Meeting informed the Meeting that for the entry into the IFF Transaction as described in Agenda 3 above, the Company will enter into the Unit Subscription Transaction by subscribing for investment units of the Fund in an amount of one-third (or approximately 33.33%) of the total issued investment units of the Fund, amounting to an investment value of not less than Baht 16,667 million, on the assumption that the minimum sale price of the Net Farebox Revenue is not less than Baht 50,000 million and the Fund does not take out any loan. The final subscription amount depends on the final offering price of investment units of the Fund, which will be determined through a bookbuilding process which will be subject to several factors such as prevailing market conditions and the size of any loan taken by the Fund to purchase the Net Farebox Revenue. In entering into the Unit Subscription Transaction, the Company expects to finance its subscription through a bridge loan borrowed from a commercial bank, and the proceeds from the Net Revenue Sale Transaction will be used to repay such bridge loan.

The key details of the Unit Subscription Transaction were set out in Information Memorandum Concerning the Acquisition and Disposal of Assets of the Company pursuant to Schedule 1 dated November 9, 2012 (as amended on November 23, 2012) and Information Memorandum Concerning the Acquisition and Disposal of Assets of the Company pursuant to Schedule 2 as specified in pages 57-107 of the Invitation and as explained by the Advisors.

The Unit Subscription Transaction is considered as a acquisition transaction of which the transaction size is equal to 44.8% or higher under Net Tangible Asset criteria (based on the consolidated financial statements ended September 30, 2012 as reviewed by the Company’s auditor) and it is therefore considered a Type 2 transaction under the Acquisition and Disposal Rule. The value of the subscription amount of Baht 16,667 million is estimated from the number of units of one-third (or approximately 33.33%) of the total issued investment units of the Fund (which is the maximum holding permitted under the relevant regulations) times the minimum sale price (i.e. Baht 50,000 million) on the assumption that the Fund does not take out any loan. However, since the final subscription value will depend on the final offering price of the investment units and may be higher than a Type 2 transaction under the Acquisition and Disposal Rule, the Company proposes the Meeting to consider and approve the Unit Subscription Transaction as a Type 1 transaction under the Acquisition and Disposal Rule, which would result in the Company having the duty to disclose to the SET the information related to

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such transaction and to take relevant actions including (1) Obtaining approval from the shareholders’ meeting of the Company with a vote of not less than three-fourths of all the votes of the shareholders attending the meeting and being entitled to vote, and (2) Appointing an Independent Financial Advisor in order to perform relevant duties including giving opinions as stipulated in the Acquisition and Disposal Rule. In this regard, the Company appointed Sage Capital Company Limited to be the Independent Financial Advisor to perform the duties as mentioned above. The details of the opinion of the Independent Financial Advisor were set out in Enclosure 5 of the Invitation.

From the details mentioned above, it was therefore proposed that the Meeting considered and approved the Company to enter into the Unit Subscription Transaction by subscribing for one-third (or approximately 33.33%) of the total issued investment units of the Fund and to enter into the relevant agreements or documents, and it was proposed that the Meeting authorized the Executive Committee or any person designated by the Executive Committee to (1) negotiate, enter into agreement and execute in the documents in connection with the Unit Subscription Transaction, including to take a bridge loan from a commercial bank to finance the subscription of the investment units, (2) execute an application for permission and necessary evidence in connection with the Unit Subscription Transaction, as well as to communicate with, and file such applications for permission, documents and evidence to the relevant authorities or agencies in relation to the Unit Subscription Transaction, (3) request for necessary consents, waivers or approvals from other third parties, including the creditors, to enable the Company to enter into the Unit Subscription Transaction and/or to complete the Unit Subscription Transaction, and (4) take any other action which is required and relevant to the Unit Subscription Transaction.


Resolution: The Meeting considered and resolved to approve the Company to subscribe for the investment units of the Fund by subscribing for one-third (or approximately 33.33%) of the total issued investment units of the Fund and to enter into the relevant agreements or documents and to authorize the Executive Committee or any person designated by the Executive Committee to take actions as proposed, with the following voting results:


Approve 7,196,172,910 99.7129


Abstain 20,257,254 0.2806



Remark: Resolution in this agenda shall be approved by not less than three-fourths of the total number of votes of the shareholders attending the meeting and having the right to vote, including the abstained votes in the calculation base.

Agenda 3 – 5 – Comments/ Inquiries/ Replies

Shareholder Mr. Prasertpob Pamornpairote inquired that (1) as BTS would purchase and subscribe for the Fund’s units, would BTS own this Fund? (2) would BTS supervise or manage this Fund? If not, who will?

Mr. Chainarong The Fund will issue investment units, and BTSG will invest in 33.33%. BTSG will be a unitholder with the largest number of the units of the Fund, while the remaining units will be

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held by general investors who purchase the Fund’s units.

Shareholder Mr. Prasertpob Pamornpairote also inquired who would manage and supervise the Fund.

Mr. Chainarong There will be a fund manager which the Company is in the process of selecting. However, the fund manager can be changed in accordance with the resolution of the unitholders’ meeting, in which the agenda items to be considered are similar to those of a shareholders’ meeting.

Shareholder Mr. Prasertpob Pamornpairote inquired whether a fund manager is normally a commercial bank or a financial institution.

Mr. Chainarong An asset management company will be appointed as a fund manager as this Fund is a mutual fund.

Shareholder Mr. Prasertpob Pamornpairote inquired who would manage and supervise the Fund?

Mr. Chainarong A commercial bank will be a fund supervisor of the Fund.

Shareholder Mr. Suraphon Inkum expressed his opinion that we sold the 17-year revenue generated from BTS SkyTrain (not including extensions), and the Company would manage one-third of this business. It was therefore, more or less, generating profits. The extensions include Mo Chit to Saphan Mai, Bearing to Samut Prakarn, Khae Rai to Minburi, and Monorail from Bangna to Suvarnabhumi. Would the Company do like CPN, i.e. to sell such extension projects to the Fund in the future? This is a proactive question. Moreover, would there be any special dividend payment?

Mr. Keeree As mentioned earlier, our objective in establishing the Fund is to have an adequate funding for future investment. I could only say that if the Company makes new investments, construction will take time. I do not think that the amount of several Baht ten billions would be used immediately. The Board of Directors will consider and if possible, the Company would consider paying dividends to the shareholders first. The current mission of the Company is to build its strong foundation and generate profits. We performed and achieved this objective by making two dividend payments annually. I believe that we have an ability to retain and continue this conduct.

Shareholder Mr. Thara Chonpranee expressed his opinion that, in regard to Agenda 5, after BTS purchases one-third of the total investment units, it is understood as stated in the document that the asset management company will ask the Company to hold such investment units for a certain period, the lock-up period mentioned earlier. He asked for the rationale behind this as we are selling a part to which we own, but we sell it to the Fund and receives the sale proceeds from the Fund. Suppose that the Company acquires one-third of the total investment units with a lock-up period for 17 years according to the terms of the agreement, which is 17 years or so. Similarly, the term of the Fund is probably 17 years. If the Company holds investment units for a certain period and subsequently sells them, there will be two potential impacts. Firstly, it will affect the investment unit price. I understand that the investment units will be listed on the SET, in the property fund section. If so, the sale of the units may affect other minority unitholders who are acquiring the units and the price will decrease because the number of units held by the Company is significant. Secondly, if the Company sells investment units held, other unitholders or investors will see that BTS sells investment units after the end of lock-up period or silent period, and may believe that the Company has no confidence and therefore sells its units. Moreover, how will we record the sale revenue in the amount of Baht 60,000 million or 50,000 million in the accounts? How will the profits, losses, comprehensive losses, be recorded in the account? Will it be recorded at once that the property is sold in the amount of Baht 60,000 million and the amount of Baht 60,000 million is obtained by the Company? After the deduction of expenses, it will show a large sum of profits.

Mr. Keeree If it is a true sale, there will be profits from the accounting perspective. We also have costs. After whatever amount of costs is deducted from income of Baht 50,000 - 60,000 million, that amount will be profit, which will be extraordinary for that year. You were asking whether the Company had a policy to sell the investment units. Indeed, we want to acquire one-third of the total investment units because it is the maximum amount that we can hold. As of today, we have no policy to sell these investment units. However, if we sell, the sale will not affect the Company’s shareholders. This is a matter that the investors of the investment units should consider. However, the Company should not be restricted for sale.

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We should try to hold as much as we can but the law permits only 33.33%.

Shareholder Mr. Pattarapol Tomaneesiri inquired whether it is possible that, instead of selling future net revenue for the next 17 years to the IFF and buying back only one-third, we allocate our one-third and sell only two-thirds, so that we do not need to take out a loan to buy them back.

Mr. Keeree It is not possible as they are different matter.

Agenda 6 To consider other business

The Secretary to the Meeting informed the Meeting that no shareholder proposed additional agenda to the Meeting. The Secretary to the Meeting gave the Meeting the opportunity to express opinions and make inquiries about this agenda. The shareholders expressed their opinions and made inquiries, and the replies to those inquiries were summarized as follows:

Agenda 6 – Comments/ Inquiries/ Replies

Shareholder Mr. Sathaporn Pangnirand suggested that, for the Meeting, the Company should arrange a bus from the BTS station to the meeting venue.

Mr. Keeree In regard to the venue, this meeting was called urgently in order to consider the matters in relation to the fund and no other venue was available. We would like to apologize for the inconvenience in travelling.

Shareholder Miss Suwatthee Sae-Ung suggested that some snacks should be provided to the shareholders prior to the meeting. She also commented that the venue was not accommodated the meeting.

Secretary to the Meeting

The venue will be taken into consideration when organizing the next meeting.

Shareholder Mr. Prapan Kummetha suggested that, if there were another transaction of the same nature as this transaction, a manual should be easy to read and understand.

Shareholder Miss Suporn Patumsuwanwadee inquired that as BTS would establish the fund and hold 33% of the shares, why it had to seek for an approval for the acquisition? She further suggested that video footage showing moving picture of the directors on the screen should be provided, otherwise only the scripts and snapshots of directors will be shown on the screen. In addition, she also expressed her opinion that the venue was difficult to find and the next meeting should be held in the city.

Mr. Keeree The holding of 33% of the total issued investment units requires the Meeting’s approval, in order to be in compliance with the SET’s regulations. This year, the Company was awarded a five-star CG. This award was a result of the performance and devotion of the Company Secretary Office and all departments, as well as all directors. Also, the establishment of the Fund is pending the approval of the Office of the SEC. Therefore, the Meeting’s approval is to be sought first for further action. The approval of the Office of the SEC is required for the Fund’s establishment.

Shareholder Miss Suporn Pathumsuwanwadee expressed her opinion that the allocation of shares should be made public, at random or by another method, rather than be specifically made to the institutions or the Company’s patrons, as such allocations will be made only to a specific group of persons. In addition, public allocation of shares will reinforce the Company’s standing.

Mr. Keeree The suggestion is noted.

Shareholder Mr. Prasertpob Pamornpairote expressed his opinion that two coffee breaks should be arranged: one during the meeting and one after the meeting.


Some snacks are reserved for shareholders that are still in the meeting after the meeting is adjourned.

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After the Meeting commenced at 14.06 hours, more shareholders arrived and registered for the meeting attendance. As a result, the number of shareholders attending the Meeting was increased from the commencement. After the adjustment, there were 1,554 shareholders attended the Meeting holding altogether 7,216,885,754 shares, or representing 67.5454 % of total issued shares of the Company. The Company adjusted the number of votes of the shareholders attending the Meeting in each agenda to correspond with the actual attendance and to practice in accordance with the good corporate governance guideline of the Company.

Mr. Keeree Kanjanapas, the Chairman of the Meeting, thanked the Meeting attendants and declared the Meeting adjourned at 17.23 hours.

Signed -Mr. Keeree Kanjanapas-

Chairman of the Meeting

Chairman of the Board of Directors and Executive Chairman

Signed -Miss Chayada Yodyingtammakul-


Company Secretary and Legal Director

Minutes Taker

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Profiles of the persons nominated as Directors of the Company

Mr. Paul Tong

Age : 72

Nationality : Chinese

Education : PhD. Engineering University of Manchester, UK

Master of Science in Engineering, University of Hong Kong, Hong Kong

Bachelor of Science in Engineering, University of Hong Kong, Hong Kong

Training : -

Shareholding in the Company : 30,347,888 shares, equal to 0.266 %

(including spouse and minor children) (as at May 27, 2013)

Current position in the Company : Director

Current position in other listed companies : -None-

in Thailand

Current position in other companies

Chairman

Managing Director

BTS Assets Co., Ltd.

Hip Hing Construction (China) Co., Ltd.

Experience

Director

Managing Director

Director

Chairman

Director

Kamala Beach Resort & Hotel Management Co., Ltd.

Hip Hing Construction Co., Ltd.

NW Project Management Limited

Bangkok Mass Transit System Plc.

Parsons Brinckerhoff International, Pte Ltd., Singapore

Present directorship/management in other : -None- businesses with potential conflict of interest

Meeting attendance for the past fiscal year : 3 out of 8 Board Meetings

Type of directorship to be nominated : Director

Number of years held the director position : 6 years

Enclosure 4

.../45

Mr. Amorn Chandara-Somboon

Age : 83

Nationality : Thai

Education : Doctoral Degree, Public International Law, Paris University, France

Bachelor of Law, Thammasart University

Honorary Doctoral Degree of Law, Thammasat University

Honorary Doctoral Degree of Law, Chulalongkorn University

Honorary Doctoral Degree of Law, Ramkhamhaeng University

Distinguished Research Professor, Sukhothai Thammathirat University

Certificate, National Defence College of Thailand, (Class 14)

Training : Financial Institutions Governance Program (FGP) year 2011, Thai Institute of Directors

Audit Committee Program (ACP) year 2009, Thai Institute of Directors

Monitoring the System of Internal Control and Risk Management (MIR) year 2009, Thai Institute of Directors

Monitoring the Internal Audit Function (MIA) year 2009, Thai Institute of Directors

Monitoring the Quality of Financial Reporting (MFR) year 2009, Thai Institute of Directors

Director Certification Program (DCP) year 2003, Thai Institute of Directors

Director Accreditation Program (DAP) year 2003, Thai Institute of Directors

Finance of Non-Finance Director (FND) year 2003, Thai Institute of Directors

Shareholding in the Company : -None- (as at May 27, 2013)

(including spouse and minor children)

Current position in the Company : Independent Director

Current position in other listed companies

Director / Executive Director Bangkok Bank Plc.

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Honorary Members of University Council

Honorary Members of University Council

Member of the Advisory Council

Honorary Member of Academic Committee

Mahidol University

Ubon Ratchathani University

Sasin Graduate Institute of Business Administration of Chulalongkorn University

The National Institute of Development Administration (NIDA)

Experience

Member of the Anti- Money Laundering Board and Chairman of the Sub-Committee on the Organizational Improvement of the Anti-Money Laundering Office

Member of the Securities and Exchange Commission

Senator

Member of The Bank of Thailand Board

Anti-Money Launder Board

Securities and Exchange Commission

Senate House

Bank of Thailand

Present directorship/management in other : -None-

businesses with potential conflict of interest


Type of directorship to be nominated : Independent Director


Qualification of Independent Director : Having qualification under the Definition of

Independent Director of the Company, which is more

stringent than the minimum requirements of the office

of the Securities and Exchange Commission and the

Stock Exchange of Thailand

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Mr. Suchin Wanglee

Age

Nationality

Education

Training

Shareholding in the Company

(including spouse and minor children

Current position in the Company

Current position in other listed compan

Chairman

Chairman

Vice Chairman

Vice Chairman

Independent Director



Chairman

Chairman

Chairman

Chairman

Director

Director

: 77

: Thai

: Bachelor Degree Electrical Engineering, Northrop Institute of Technology, U.S.A.

: Executive Course, Harvard University, U.S.A

Role of the Chairman Program Thai Institute of Directors

Top Executive Program (CMA 9) yCapital Market Academy

Top Executive Program in Commerce and TradeCommerce Academy 2010

The Urban Development & Administration Training Course for the Executive AdministratorUrban Green Development Institute

Thailand Insurance Leadership Program year 2012, Office of Insurance Commission

: 5,157,166 shares, equal to 0.0

including spouse and minor children) (as at May 27, 2013)

: Independent Director / Audit Committee Member /

Nomination and Remuneration Committee

ompanies

Navakij Insurance Plc.

Thai Reinsurance Plc.

Serm Suk Plc.

Thai Metal Drums MFG. Plc.

Varopakorn Plc.

Thai-German Ceramics Industry Plc.


Rangsit Plaza Co., Ltd.

Sathorn Thani Co., Ltd.

The Falcon Insurance Plc.

Thaire Life Assurance Plc.

Aqua Infinite Co., Ltd.

Wanglee Pattana Co., Ltd.

Bachelor Degree Electrical Engineering, Northrop Institute of Technology, U.S.A.

urse, Harvard University, U.S.A

Chairman Program (RCP) year 2001,

(CMA 9) year 2009,

Top Executive Program in Commerce and Trade,

The Urban Development & Administration Training Administrator year 2011,

Development Institute

Thailand Insurance Leadership Program year 2012, Office of Insurance Commission

045 %

/ Audit Committee Member /

and Remuneration Committee Member

German Ceramics Industry Plc.

.../48

Director

Director

Director

Director

Rajadamri Hotel Plc.

Nuchapon Co., Ltd.

The Pet Co., Ltd.

Wanglee Co., Ltd.

Experience

Director

Director / President

Director

Director / Audit Committee

Director

Director

Director

Thai-Petchaboon Co., Ltd.

The General Insurance Association

Board of Trade of Thailand

Minor Food Group Plc.

Asian Reinsurance Pool

National Housing Authority

East Asian Insurance Congress




6 out of 7 Audit Committee Meetings

1 out of 1 Nomination and Remuneration

Committee Meeting

Type of directorship to be nominated : Independent Director


Qualification of Independent Director : Having qualification under the Definition of

Independent Director of the Company, which is more

stringent than the minimum requirements of the office

of the Securities and Exchange Commission and the

Stock Exchange of Thailand

.../49

Mr. Kong Chi Keung

Age : 38

Nationality : British

Education : MBA (Executive), Sasin Graduate Institute of Business Administration of Chulalongkorn University

BA (Honorary Degree), Business Administrative, University of Greenwich, UK

Training : Director Accreditation Program (DAP) year 2007, Thai Institute of Directors

Shareholding in the Company : 3,200,000 shares, equal to 0.028 %

(including spouse and minor children) (as at May 27, 2013)

Current position in the Company : Director / Executive Director / Nomination and

Remuneration Committee Member

Current position in other listed companies

in Thailand

Director VGI Global Media Plc.


Director

Director

Director

Director

Chief Financial Officer

Tanayong Hong Kong Limited

VGI Advertising China Limited

BTS Assets Co., Ltd.

Absolute Hotel Services Co., Ltd.

Bangkok Mass Transit System Plc.

Experience

Director Bangkok Mass Transit System Plc.




1 out of 1 Nomination and Remuneration

Committee Meeting

Type of directorship to be nominated : Director


.../50

Definition of Independent Director of the Company

(Definition of Independent Director of the Company is more stringent than the minimum requirements of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand.)

1. Holding not more than 0.75 percent of the total number of shares with the voting rights of the Company, parent company, subsidiaries, associated companies, major shareholders, or controlling persons of the Company. In this case, for the purpose of calculation, the number of shares held by the related person of each Independent Director shall also be included.

2. Neither being a director who takes part or used to take part in management, nor being or used to be an employee, staff, an advisor who receives regular salary, nor the controlling person of the Company, parent company, subsidiaries, associated companies, subsidiaries ranked in the same level, major shareholders or the controlling person of the Company, unless such director has resigned from such position for at least two years.

3. Not being a blood-related person nor legally related as father, mother, spouse, brother, sister and children, including being the spouse of the children of the executives, major shareholders, controlling persons or the persons who will be nominated as the executive or controlling person of the Company or subsidiaries.

4. Neither having, nor used to have any business relationship with the Company, parent company, subsidiaries, associated companies, major shareholders, or controlling persons of the Company in the manner that may obstruct the exercise of independent judgment as an Independent Director. Moreover, Independent Directors must neither being, nor used to be a key shareholder or controlling person of the entities having business relationship with the Company, parent company, subsidiaries, associated companies, major shareholders, or the controlling persons of the Company, unless such director has resigned from such position for at least two years.

5. Neither being, nor used to be the auditor of the Company, parent company, subsidiaries, associated companies, major shareholders, controlling persons of the Company, nor being a key shareholder, controlling person or partner of the audit office having the auditor providing auditing service to the Company, parent company, subsidiaries, associated companies, major shareholders, or the controlling persons of the Company, as a member, unless such director has resigned from such position for at least two years.

6. Neither being, nor used to be a provider of any professional services including the legal advisory or financial advisory services that received fees in the amount of more than Baht 2 million per year from the Company, parent company, subsidiaries, associated companies, major shareholders, or controlling persons of the Company, nor being key shareholder, the controlling person, or partner of such professional services provider, unless such director has resigned from such position for at least two years.

7. Not being a director who has been appointed as a representative of the Company’s Directors, major shareholders or shareholders relating to major shareholders.

8. Neither operating the business having the same nature which significantly competes with the business of Company or its subsidiaries, nor being a significant partner or a director who involves in the management, nor being an employee, staff, a member, and a consultant who receives regular salary, or holds more than 1 percent of the total number of shares with the voting rights of a company that operates the business having the same nature and significantly competes with the businesses of the Company or its subsidiaries.

9. Having no other conditions that may obstruct the independent expression of comment on the Company’s operation.

.../51

Profiles and working experience of auditors

Mr. Narong Puntawong

Name of firm : Ernst & Young Office Limited

CPA No. : 3315

Work experience : 1976 - present

Current position : Partner

Professional Qualification : Certified Public Accountant (Thailand) and Thai SEC-approved auditor

Academic Qualification : Master’s degree in accounting, Thammasat University

Bachelor degree in accounting, Chulalongkorn University

Experience : More than 30 years of public accounting experience with Ernst & Young Office Limited serving clients in a wide range of industries, including both multinational corporations and national listed companies in the manufacturing, oil and gas and telecommunications industries

Member of the Accounting Standards Committee of the Federation of Accounting Professions (FAP) in Thailand

Member of the FAP’s subcommittee overseeing examination for certified public accountants

Other interests, not included in the Company’s external auditors’ service of the Company, parent company, subsidiaries, affiliates or any legal entities that are in conflict, may affect the ability of the external auditor to perform independently

: None

Telephone : 0 2264-0777

Facsimile : 0 2264-0789

E-mail : [email protected]

Enclosure 5

.../52

Mr. Supachai Phanyawattano


CPA No. : 3930

Work experience : November 1983 - present



Academic Qualification : Master’s degree in management, Sasin Business School of Chulalongkorn University

Bachelor degree in faculty of science, accounting, Kasetsart University

Experience : More than 12 years of public accounting experience with Ernst & Young Office Limited serving clients in a wide range of industries, including both multinational corporations and national listed companies in the financing, mass transit system, manufacturing, service and real estate industries

Extensive experience with consultancy work, information system reviews and due diligence exercises


: None

Telephone : 0 2264-0777

Facsimile : 0 2264-0789


.../53

Miss Siraporn Ouaanunkun


CPA No. : 3844

Work experience : November 1984 - present



Academic Qualification : Master’s degree in accounting, Thammasat University

Bachelor degree in accounting, Chulalongkorn University

Experience : More than 12 years of public accounting experience with Ernst & Young Office Limited serving clients in a wide range of industries, including both multinational corporations and national listed companies in the financing, mass transit system, manufacturing, service and real estate industries

Extensive experience with consultancy work, accounting system implementation and due diligence exercises


: None

Telephone : 0 2264-0777

Facsimile : 0 2264-0789


.../54

Guideline for the appointment of proxy, the registration, documents to be presented on the meeting date, the voting procedures and votes counting

Guideline for the Appointment of Proxy

In case the shareholders cannot attend the meeting in person, the shareholders can appoint a person as their proxy to attend the meeting and vote on their behalf. The Company has provided 3 proxy forms in accordance with the forms specified by the Department of Business Development, the Ministry of Commerce. The Company has enclosed Proxy Form B. with this Invitation. As for Proxy Form A. and Form C., the shareholders can download these forms from the Company’s website at www.btsgroup.co.th. Each proxy form has the characteristics as follows:

• Proxy Form A. is the general and simple form. • Proxy Form B. is the form with fixed and specific details authorizing proxy. • Proxy Form C. is the form for the shareholders who are foreign investors and have appointed a

custodian in Thailand to be a share depository and keeper.

The appointment of proxy can be conducted as follows: (1) The shareholders (other than the shareholders who are foreign investors and have appointed a

custodian in Thailand to be a share depository and keeper) may choose to use either Proxy Form A. or Form B. In any case, only one type of the proxy form can be chosen. The Company recommends the shareholders to use Proxy Form B. and specify the voting for each agenda.

(2) The shareholders who are foreign investors and have appointed a custodian in Thailand to be a share depository and keeper may either choose Proxy Form A., Form B. or Form C. In any case, only one type of the proxy form can be chosen.

(3) The shareholders appoint the proxy shall appoint only one proxy to attend the meeting and cast a vote. The shareholder cannot split his/her votes to different proxies to vote separately.

(4) The shareholders can appoint any person to be their proxies as they wish, or appoint the Independent Director of the Company as appeared in Enclosure 8 to be their proxies. If the shareholders choose to appoint the Independent Director of the Company to be their proxies, the Company recommends the shareholders to use Proxy Form B. and specify the votes for each agenda, and deliver the proxy form with the supporting documents to the Company Secretary Office at TST Tower, 15th Floor, 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900, Telephone no. 0-2273-8611-15 Ext. 1525, 1531. For convenience of reviewing the documents, please kindly have the documents delivered to the Company no later than Wednesday July 24, 2013.

(5) The proxy form must be correctly and clearly filled in, and signed by the grantor and the proxy, and affixed with Baht 20 stamp duty, crossed and specified the date such proxy is made.

(6) The proxy must present the registration form, proxy form and supporting documents at the registration desk for proxies on the meeting date.

Registration

The Company will commence the registration and allow the shareholders and the proxies to register the meeting attendance from 11.30 hrs. onwards on Friday July 26, 2013, at Rama Gardens Hotel Bangkok, Convention Center. The location is as appeared in the location map in Enclosure 10.

Enclosure 6

.../55

Documents to be presented on the Meeting Date

As the Company will use the Barcode System for the registration and votes counting, the meeting participants are recommended to present the Registration Form (Enclosure 1) and the following documents to the officer at the registration desk before attending the meeting: 1. Individual 1.1 In the case the shareholders attend the meeting in person, to present the valid identification

issued by the government agency, e.g. the identification card, government identification card, driving license or passport, including evidence of name - surname change (if any).

1.2 In the case the shareholders appoint the proxy to attend the meeting, to present the following

documents. (1) The proxy form, correctly and completely filled in and signed by the grantor and the

proxy, and affixed with a stamp duty (2) Copy of the grantor’s valid identification issued by the government agency as specified

in Clause 1.1, certified as true and correct copy by the grantor (3) The proxy’s valid identification issued by the government agency as specified in

Clause 1.1 2. Juristic Persons 2.1 In the case the authorized representative of the shareholders attend the meeting in person, to

present the following documents. (1) Valid identification issued by the government agency as specified in Clause 1.1 of the

authorized representative (2) Copy of an affidavit of the shareholder, certified as true and correct copy by the

authorized representative, with the statement showing that such authorized representative who attends the meeting is empowered to act on behalf of such juristic shareholder

2.2 In the case the shareholders appoint the proxy to attend the meeting, to present the following

documents. (1) The proxy form, correctly and completely filled in and signed by the grantor and the

proxy, and affixed with a stamp duty (2) Copy of an affidavit of the shareholder, certified as true and correct copy by the

authorized representative, with the statement showing that such authorized representative who signs the proxy form is empowered to act on behalf of such juristic shareholder

(3) Copy of valid identification issued by the government agency as specified in Clause 1.1 of the authorized representative, certified as true and correct copy

(4) The proxy’s valid identification issued by the government agency as specified in Clause 1.1

3. In the case the shareholders, who are foreign investors and have appointed a custodian in

Thailand to be a share depository and keeper, appoint a proxy by using Proxy Form C., to present the following documents.

3.1 Documents from custodian

(1) The Proxy Form C., correctly and completely filled in and signed by the authorized representative of the custodian which is the grantor and the proxy, and affixed with a stamp duty

.../56

(2) Document confirming that the person who signed the proxy form is permitted to operate the custodian business

(3) Copy of an affidavit of the custodian, certified as true and correct copy by the authorized representative of the custodian, with the statement showing that such authorized representative of the custodian, who signs the proxy form as the grantor, is empowered to act on behalf of the custodian

(4) Copy of the valid identification issued by the government agency as specified in Clause 1.1 of the authorized representative of the custodian, certified as true and correct copy

3.2 Documents from shareholder

(1) Power of Attorney from the shareholder appointing the custodian to sign the proxy form on his/her behalf

(2) Copy of an affidavit of the shareholder, certified as true and correct copy by the authorized representative, with the statement showing that such authorized representative who signs the power of attorney is empowered to act on behalf of such juristic shareholder

(3) Copy of valid identification issued by the government agency as specified in Clause 1.1 of the authorized representative, certified as true and correct copy

3.3 Documents from proxy

To present the proxy’s valid identification issued by the government agency as specified in Clause 1.1.

4. In the case the shareholder who does not hold Thai nationality or is a juristic person established under the foreign law (as the case may be), provides the documents in the languages other than Thai or English, such shareholder must also provide the English translations. The translations shall be certified for their correction by the shareholder or the authorized representative of the shareholder (as the case may be).

Voting Procedures and Votes Counting

1. One share is equal to one vote. 2. The shareholders attending the meeting in person and the proxies holding Proxy Form A. and

Form B. must cast their votes in one of the following manners, i.e. approve, disapprove or abstain, and cannot split their votes in each agenda.

3. The shareholders, who are foreign investors and have appointed a custodian in Thailand to be a

share depository and keeper, appointing a proxy by using Proxy Form C., can split their votes in each agenda.

4. The officer will distribute the voting cards at the registration desk only to (1) the shareholders

attending the meeting in person, (2) the proxies appointed by using Proxy Form A., and (3) the proxies appointed by using Proxy Form B. and Form C. in case the grantor has specified in the proxy form that the proxy shall have the right on his/her behalf to consider and approve independently as the proxy deems appropriate without specifying the voting in the proxy form. The officer will not distribute the voting cards to the proxies in the case the grantors have already specified the voting in the proxy forms, and will record the votes as specified in the proxy forms when the proxies register for the meeting attendance.

5. In casting the votes for each agenda (except for Agenda 7: To consider the election of Directors

to replace those who must retire by rotation), the Chairman of the Meeting will inquire whether

.../57

any person disapproves or abstains, and ask such person to mark in the box � disapprove or � abstain in the voting cards, and raise his/her hand in order for the officer to collect the voting cards and count the votes. In votes counting, the Company will use the method of deducting the disapproved votes, abstained votes and the invalid voting cards from all of the votes. The remaining votes will be deemed as the approved votes. For the persons who vote to approve, please mark in the box � approve in the voting cards and return them to the officer after the meeting is adjourned.

6. As for Agenda 7: To consider the election of Directors to replace those who must retire by

rotation, in order to follow the Best Practice Guideline for Shareholders' Meeting of the Office of the Securities and Exchange Commission, the officer will collect the voting cards from the voting card holders in all cases, i.e. approve, disapprove and abstain. In this regard, there will be the casting of votes to appoint each Director individually. However, for the convenience of votes counting, the voting cards for the disapproved or abstained votes will be collected before the voting cards for the approved votes.

7. Before casting the votes in each agenda, the Chairman of the Meeting will give opportunity to

the meeting attendees to inquire on the issues related to such agenda as appropriate. In this regard, the meeting attendee who wishes to inquire or make comment, please notify name and surname to the meeting before making any inquiry or comment.

8. The resolution of the shareholders’ meeting must consist of the following votes:

(1) In ordinary case, the majority votes of the shareholders attending the meeting and casting their votes

(2) In other cases specified otherwise by laws or the Company’s Articles of Association, the resolution of the meeting shall be in accordance with the laws or the Company’s Articles of Association. The Company has already specified as the remark in each agenda in the Invitation the number of votes to be required to approve the relevant matter in each agenda.

(3) In case of the tied votes, the Chairman of the Meeting shall have an additional vote as the casting vote.

(4) A shareholder or proxy having a special interest in any specific matters shall not be permitted to cast his/her votes on such matter.

9. The votes counting will be conducted immediately and the Chairman of the Meeting will

inform the voting results to the meeting for every agenda.

.../58

Shareholders

Meeting Procedures

Attending in person

Registration Desk for shareholders

attending in person

Present registration form and personal documents

Attending by proxies

Registration Desk for proxies

Present registration form, proxy form and supporting documents

Registration commencement at 11.30 hrs.

Document Verification Desk

Obtain voting cards

Conduct the meeting chronologically in accordance with the meeting agenda

Collect all voting cards in the agenda on directors’ appointment, and collect voting cardsfrom the persons who disapprove and abstain

in each agenda

Inform voting results to the meeting

Enter the meeting room

Commence the meeting at 13.30 hrs.

.../59

Proxy Form B. (Please see the separate document)

Enclosure 7

.../60

for Appointment of Proxy by the Shareholders

1. Lt. Gen. Phisal Thepsithar

Independent Director, Chairman of the Audit Committee, Chairman of the Nomination

Age: 81

Address: Chatuchak, Bangkok

Conflict of Interest

2. Mr. Amorn


Age: 83


Conflict of InterestDirector who will retire by rotation

3. Mr. Suchin Wanglee

Independent Director, Audit CommitteeRemuneration Committee

Age 77


Conflict of InterestDirector who will retire by rotation

4. Mr. Charoen Wattanasin

Independent Director, Audit CommitteeRemuneration Committee Member

Age 76



5. Mr. Cheong Ying Chew, Henry


Age 65



Profiles of Independent Directors Appointment of Proxy by the Shareholders

Lt. Gen. Phisal Thepsithar

Independent Director, Chairman of the Audit Committee, Chairman of the Nomination and Remuneration Committee

1 years

Address: 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900

Conflict of Interest: No conflict of interest in all agenda

Mr. Amorn Chandara-Somboon


3 years


Conflict of Interest: Having conflict of interest in Agenda 7 as being the Director who will retire by rotation

Mr. Suchin Wanglee

Independent Director, Audit Committee Member, Nomination Remuneration Committee Member

7 years


Conflict of Interest: Having conflict of interest in Agenda 7 as being the Director who will retire by rotation

Mr. Charoen Wattanasin

Independent Director, Audit Committee Member, Nomination Remuneration Committee Member, Corporate Governance Committee Member

6 years



Mr. Cheong Ying Chew, Henry


5 years



Independent Director, Chairman of the Audit Committee, Chairman of the

Rangsit Road, Chomphon,

No conflict of interest in all agenda


Having conflict of interest in Agenda 7 as being the

Nomination and


Having conflict of interest in Agenda 7 as being the

Nomination and Member, Corporate Governance Committee


No conflict of interest in all agenda


conflict of interest in all agenda

Enclosure 8

.../61

The Company’s Articles of Association

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 shares of the Company may be transferred without any restriction, except for any transfer of shares resulting in non-Thai person(s) holding more than 30 percent of the total issued shares in the Company.

The non-Thai persons may acquire ordinary shares of the Company in excess of the restricted ratio prescribed above by converting the convertible bonds which are wholly issued to non-Thai investors pursuant to the Extraordinary General Meeting of Shareholders No. 2/2010 held on November 16, 2010, even though the ratio of the shareholding by the non-Thai persons has reached 30 percent of the total issued shares of the Company. However, such shareholding shall not cause the total number of the shareholding ratio of the non-Thai persons to exceed 49 percent of the total issued shares of the Company. The holding of shares by the non-Thai persons exceeding 30 percent up to 49 percent shall apply to the case of any transfer of shares by non-Thai persons, who have acquired new shares by means of the exercise of conversion right of convertible bonds under this paragraph two, by their transferees and subsequent transferees in every stage of transfers

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.

10. The Company shall not own its shares or accept pledge of its shares, except in the following circumstances:

Enclosure 9

.../62

(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.

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.

.../63

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 send 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. dismissed by a court order.

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.

.../64

Chapter 5


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 business likely to benefit the Company

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 invitations 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 one 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

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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 of the shareholders’ meeting 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.

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 director, staffs, 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

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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.

Chapter 7

Additional Provisions

42. The seal of the Company shall be as follows:

-Imprint of the Company’s Seal-

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Invitation to the 2013 Annual


BTS GroupHoldings Public Company Limited

The 2013 Annual General Meeting of Shareholders

To be held on Friday July 26, 2013, at 13.30 hrs.

Rama Gardens Hotel Bangkok, Convention Center,

9/9 Vibhavadi Rangsit Road, Laksi, Bangkok

BTS Group Holdings Public Company Limited14 -15 Floor, TST Tower, 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900

Tel: +66 2273 8511-5, +66 2273 8611-5 Fax: +66 2273 8610, +66 2273 8616 www.btsgroup.co.th

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