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prepared by Investor Relations department BTS Group Holdings PCL

BTS Group General Presentation

BTS Group Holdings PCL

General Presentation April 2017


IR Contact

2

This document has been prepared and distributed by the Investor Relations Department of BTS Group Holdings PCL (“BTSG”) solely for information purposes. It does not represent or constitute an offer, invitation, recommendation or solicitation to trade shares in BTSG and should not be relied on as such. Some of the information in this document has not been independently verified, and also includes information made available from public sources and other third party opinion or analyst. BTSG does not monitor or control the content of third party opinion or statements and does not endorse or accept any responsibility for the content or the use of any such opinion or statements. Thus, BTSG assumes no responsibility and makes no representations with respect to the accuracy and/or completeness of the information described herein. None of BTSG or any of its agents, or all of their respective affiliates, or representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. All information contained in this document is presented as of the date indicated within, and BTSG assumes no duty to confirm, revise or update the information. Certain statements in this document may be deemed to contain forward-looking statements, including the statements included or incorporated with the words "believe", "anticipate", "estimate", "target", or "hope", or that otherwise relate to objectives, strategies, plans, intentions, beliefs or expectations or that have been constructed as statements as to future performance or events. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated at the time the forward-looking statements are made. Thus, BTSG assumes no responsibility and makes no representations with respect to the accuracy and/or completeness of the forward-looking statements. BTSG undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclaimer

Address: BTS Group Holdings PCL IR Department 15th Floor, TST Tower, 21 Soi Choei Phuang, Viphavadi-Rangsit Rd. Chomphon, Chatuchak, Bangkok, Thailand 10900 Telephone: +66(0) 2273 8611-15 Fax: +66(0) 2273 8610 Email: [email protected] Website: www.btsgroup.co.th



Section 1 BTS Group in Brief

Section 2 Business Segment Profiles

Section 2.1 Mass Transit Business

Section 2.2 Media Business

Section 2.3 Property Business

Section 2.4 Services Business

Section 3 Financial Summary

Appendices Appendix 1: Key Terms of the Core Network Concession Agreement

Appendix 2: Future Funding Requirements (Mass Transit)

Appendix 3: BTS-W3

Appendix 4: BTS Group CAPEX History

Appendix 5: BTSC’s Quality Management System

3

Contents



4

BTS Group History

BTS Group General Presentation Section 1: BTS Group in Brief

Company established as Tanayong Co., Ltd. (TYONG) to operate in property development field

1968

TYONG listed on the Stock Exchange of Thailand under Property Development sector

1991

TYONG established a wholly-owned subsidiary, Bangkok Transit System Corporation Ltd. (BTSC), which won the SkyTrain concession bid

1992

Commercial operation of the BTS SkyTrain commenced

1999

BTSC exit court supervised rehabilitation procedure

2008

BTSC expanded into Media business through the acquisition of 100% of VGI Global Media Co., Ltd. (VGI)

2009

TYONG acquired 94.6% of BTSC, returning Mass Transit operations to be the primary business of the Company. The Company also changed its name to BTS Group Holdings PCL (BTSG)

2010 BTSC sold the future Net Fare-box Revenue under its Concession Agreement to BTS Rail Mass Transit Infrastructure Fund (BTSGIF)

APR 2013

VGI Global Media PCL, the Group’s Media subsidiary, listed on the Stock Exchange of Thailand

OCT 2012

BTSC signed a 30-year operating & maintenance (O&M) contract covering all Green Line extensions under the purview of the Bangkok Metropolitan Administration (BMA)

MAY 2012


50% Nine Square

Property Co., Ltd.

100%

BTS Sansiri Holding Fifteen Limited

50%

75.47%

51%

Keystone Estate Co., Ltd.

100%

BTS Sansiri Holding Twelve Limited

50%

Bayswater Co., Ltd.

50%

5

BTS Group Holdings PCL


Shareholding Structure as of 30 December 2016

BTS Rail Mass Transit Growth

Infrastructure Fund (BTSGIF)

97.46%

Mak8 Co., Ltd. 100%

BTS Sansiri Holding Eleven Limited

50%

BTS Sansiri Holding Nine Limited

50%

Yongsu Co., Ltd. 100%

BTS Sansiri Holding Eight Limited

50%

BTS Sansiri Holding Seven Limited

50%

BTS Sansiri Holding Six Limited

50%

BTS Land Co., Ltd. 100%

BTS Sansiri Holding Five Limited

50%

Muangthong Assets Co., Ltd.

100% BTS Sansiri Holding Four Limited

50%

DNAL Co., Ltd. 100%

The Community One Co., Ltd.

100%

Siam Paging and Communication

Co., Ltd.

100%

Kingkaew Assets Co., Ltd.

100%

PrannaKiri Assets Co., Ltd.

100%

Ratburana Property Co., Ltd.

100%

Bangkok Mass Transit System PCL (BTSC)

U City PCL

19.90%

MEDIA BUSINESS

41% Kanjanapas Family1

32% Institutional Investors1 26% Individual Investors1

35.64% 100%

PROPERTY BUSINESS

VGI Advertising Media Co., Ltd.

100%

888 Media Co., Ltd.

100%

100%

Master Ad PCL 33.77%

Aero Media Group Co., Ltd.

28%

VGI Global Media PCL (VGI) 2

Point of View (POV) Media Group Co., Ltd.

Unicorn Enterprise Co., Ltd.

100% Tanayong Food and Beverage Co., Ltd.

100% Tanayong Property Management Co., Ltd.

33.33%

MASS TRANSIT BUSINESS

Tanayong International Ltd. 100%

SERVICES BUSINESS

RabbitPay System Co., Ltd.

80%

Rabbit-Line Pay Co., Ltd.

ASK Direct Group Co., Ltd.

51%

Rabbit Insurance Broker Co., Ltd.

51%

Rabbit Internet Co., Ltd.

25%

Tanayong Hong Kong Ltd. 100%

Rabbit Rewards Co., Ltd. 100%

Primary Kitchen Co., Ltd. 100%

BSS Holdings Co., Ltd. 100%

51% ATS Rabbit Special Purpose Vehicle Co., Ltd.

Little Corner Co., Ltd. 69%

Man Kitchen Co., Ltd. 70%

HHT Construction Co., Ltd.3

51%

Absolute Hotel Services

Hong Kong Ltd.3

90%

12.26%

Bangkok Smartcard System Co., Ltd.

1 Information based on book closure date on 31 Oct 16 with total issued shares = 11,934.9mn shares 2 BTSG holds 70% of VGI indirectly and directly 3 Revenue from the Company recorded under Services BU

Listed entities

Subsidiaries

Associates

LEGEND

The Community Two Co., Ltd.

100%

BTS Sansiri Holding Fourteen Limited

50%

50%

50% BTS Sansiri Holding Nineteen Limited

50% BTS Sansiri Holding Three Limited

100% Thana City Golf & Sports Club Co., Ltd.

50%

KMJ 2016 Co., Ltd.. 51%

100% Man Food Products Co., Ltd.

Absolute Hotel Services Co., Ltd.3

Bangkok Payment Solutions Co., Ltd.

60%

JVs

BTS Sansiri Holding Eighteen Limited

40% Demo Power (Thailand) Co., Ltd.

BTS Sansiri Holding Sixteen Limited

50%

BTS Sansiri Holding Twenty Limited

BTS Sansiri Holding Three Limited

50%

BTS Sansiri Holding Two Limited

50%

BTS Sansiri Holding One Limited

50%

Nuvo Line Agency Co., Ltd.

50%

BTS Sansiri Holding Seventeen Limited

50%

50% BTS Sansiri Holding Twenty One Limited

49%

49%


6 BTS Group General Presentation Section 1: BTS Group in Brief

Synergistic Business Strategy across all our businesses

MASS TRANSIT

Sole concessionaire and operator of the BTS SkyTrain Core Network, its extensions and Bus Rapid Transit system

MEDIA

PROPERTY

SERVICES

E-money service provider for common ticketing system that can be used across

mass transit systems and retail stores

Residential and commercial property projects along rail mass transit route with a portfolio of

land bank for future real estate development

Largest Out-of-Home Media company in Thailand with

exclusive contracts to manage advertising space on the BTS

SkyTrain Core Network, its extensions and all BTS trains


7 BTS Group General Presentation Section 1: BTS Group in Brief

Investment Highlights (6 years) Prime beneficiary from mass transit network expansion across all our businesses

3.8x expected increase in

BTS train capacity

4.9x expected increase in

BTS extension stations capacity

Real estate development along mass transit worth

THB 100bn in 5 years

Leading digital lifestyle & payment service company

with >15mn rabbit card holders

MEDIA

PROPERTY SERVICES

MASS TRANSIT

MASS TRANSIT NETWORK EXPANSION

36.3km to 174.0km ≈9.3x mass transit

revenue


121 399

548 741

FY 12/13 FY 13/14 FY 14/15 FY 15/16

1,445

2,934

1,355 896

FY 12/13 FY 13/14 FY 14/15 FY 15/16

6,016

2,077 2,274 2,441

FY 12/13 FY 13/14 FY 14/15 FY 15/16

2,795 3,121 2,926 2,069

FY 12/13 FY 13/14 FY 14/15 FY 15/16

(1) FY ended 31 March (2) VGI discontinued operations in Modern Trade Media effective 1Q 15/16

(3) Services revenue excludes revenue of HHT Construction (Thailand) Co., Ltd. as it is consolidated as cost of project under Property business

BTS Group Overview 4 Business Units

MASS TRANSIT

PROPERTY

MEDIA

SERVICES

Historical operating revenues(1)

Media Revenue(2) (THB mn)

Property Revenue (THB mn)

Services Revenue(3) (THB mn)

Mass Transit Revenue (THB mn)

Revenue contribution (FY 15/16)

65% FY 15/16

64% FY 15/16

10% FY 15/16

-3% FY 15/16

*O&M Revenue: THB 1,593mn; Share in BTSGIF: THB 847mn


8

Operating EBITDA margin

40%

34%

15%

12%


2,748

4,359

7,073 7,094 8,048

2011/12 2012/13 2013/14 2014/15 2015/16

BTSG at a Glance

PROGRESSIVE DIVIDEND POLICY

Completed Minimum THB 21bn committed dividends over 3 years:

No less than THB 6bn in 2013/14



Current Policy: Not less than 50% of net profit (stand alone basis)


HISTORICAL DIVIDEND PAYMENTS / DIVIDEND YIELD

KEY FIGURES (as of 31 Mar 2016)

EMPLOYEES (as of 31 Mar 2016)

BTS Group Holdings 129

Mass Transit 2,144

Media 236

Property 476

Services 767

Total 3,752

THB (mn) USD (mn)**

Operating revenue 6,148 175

Operating EBITDA 2,560 73

Net income*** 4,141 118

Total assets 66,811 1,896

Excess cash and liquid investments 16,435 467

Cash 2,365 67

Current investments 3,272 93

Long-term investments 9,559 271

Restricted deposits 1,239 35

Free cash flow (7,815) (222)

**Source: Bank of Thailand; based on Interbank Exchange Rate of USD 1 = THB 32.548 as of 28 May 2015 ***to equity holders of the parent 7.3% 6.2%

7.8%

4.8% 6.5%

Actual dividend paid (THB mn)

Dividend yield* (%)

* Calculated based on share price one day before the Board of Directors’ approval date for relevant dividend payment

Committed dividend period

9


8.70

0

200

400

600

800

1,000

1,200

6.00

7.00

8.00

9.00

10.00

11.00

12.00

BTS Turnover (RHS) BTS TB SET Index (rebased)Name %

1 MR. KEEREE KANJANAPAS’S GROUP 40.9%

2 THAI NVDR CO., LTD. 8.9%

3 BANGKOK BANK PUBLIC COMPANY LIMITED 4.6%

4 UOB KAY HIAN PRIVATE LIMITED 1.4%

5 HSBC (SINGAPORE) NOMINEES PTE LTD 1.4%

6 CHASE NOMINEES LIMITED 1.0%

7 STATE STREET BANK EUROPE LIMITED 1.0%

8 K EQUITY 70:30 LTF 0.7%

9 GIC PRIVATE LIMITED 0.7%

10 K EQUITY DIVIDEND LTF 0.6%

TOTAL TOP 10 SHAREHOLDERS 61.2%

Stock code BTS

Outstanding shares (mn shares) 11,934.9

Treasury shares (mn shares) 0.0

Market capitalisation (THB mn) 102,043.2

Market capitalisation (USD mn) 2,847.6

Average daily traded value (THB mn) 241.4

Average daily traded value (USD mn) 6.8

BTS Group Share Information

SHARE INFORMATION (as of 4 Jan 2017)


SHARE PRICE MOVEMENT (as of 4 Jan 2017)

SHARE STRUCTURE (as of 31 Oct 2016)

Kanjanapas family 40.9%

BTS Group treasury shares 0.8%

Institutional investors 32.9%

Others 25.4%

Free float 62.4%

Foreign limit 49.0%

Foreign hold (inc. NVDR) 19.1%

TOP 10 SHAREHOLDERS (as of 31 Oct 2016)

10

THB THB mn

* As of 14 June 2016

12M ADTV = THB 245mn











Appendix 3: BTS-W3



Contents

BTS Group General Presentation 11


THB 2.5bn

> THB 23.4bn

2015/16 2021/22 TARGET

36.3km

174.0km

2015/16 2021/22 TARGET

≈9.3x

≈4.8x

BTS Group Vision 2021/22

“THAILAND’S LEADING MASS TRANSIT DEVELOPER AND OPERATOR”

≈4.8X BKK RAIL MASS TRANSIT LENGTH TARGET

≈9.3X MASS TRANSIT REVENUE* TARGET

MASS TRANSIT RAIL LENGTH TARGETS (KM)

Source: Office of Transport and Traffic Policy and Planning

12

*Revenue includes (i) O&M revenue from existing extension and shares of net profit from BTSGIF, (ii) O&M revenue from future green south & north extensions, LRT, grey – phase I and light green as well as pink and yellow and (iii) farebox revenue from pink and yellow line

74.2 79.5 94.8 100.1 100.1 100.1

461.3

508.4

31.0 31.0 31.0 36.3 36.3 36.3

143.6

2010 2011 2012 2013 2014 2015 2019T 2020T 2029T

Target Network Length

BTS Target Distance

BTS Group General Presentation Section 2.1: Mass Transit Business


Role of BTS Group in Mass Transit Investor, Operator, Developer, Concessionaire

13

OPERATOR OF CORE NETWORK EXTENSIONS DEVELOPER OF RAIL MASS TRANSIT

BTS GROUP

ROLE IN MASS TRANSIT

OPERATOR OF BTS SKYTRAIN CORE NETWORK

Underlying assets have 15-year track record Growth & resilience characteristics Stable and growing dividend yield Full beneficiary of

Ridership growth Fare increases Operating leverage until Dec 2029

Exclusive operator of BTS SkyTrain Core Network (23.5km) 15 year track record Operate at cost, but potential benefit from incentive fee Limited CAPEX, large CAPACITY Remain legal concessionaire

Appointed to operate & maintain Green line by the Bangkok Metropolitan Administration (BMA) Track record since 2009 30-year contract covering Green line extensions (12.8km) from 2012 - 2042 Also covers Core Network (23.5km) from 2029 to May 2042 No ridership risk

Original developer of BTS Core SkyTrain Network Expertise as well as financial capability to invest in future mass transit lines

33.3% INVESTMENT IN BTSGIF

O

O

D

I



Bangkok Rail Mass Transit Master Plan 508.4 km* by 2029, 23.8% share of Mass Transit commute by 2037 Sources: Office of Transport and Traffic Policy and Planning, Bangkok Metropolitan Administration

Source: United Nations Statistics Division, BTSC, BMCL, MTR Corporation Limited, SMRT Corporation Limited, official websites of rail mass transit system in major cities

Seoul 51% Hong Kong 46% Singapore 40% Tokyo 36% Guangzhou 17% Bangkok 6%

RAIL MASS TRANSIT MARKET SHARE*

Hong Kong 34.1 Singapore 32.2 Tokyo 23.7 Bangkok 10.0

PERVASION (per million population)

Source: OTP, Singapore’s Land Transport Authority, Hong Kong’s Transport Department, MTR Corporation Limited, SMRT Corporation Limited, Japan Statistic Bureau

(rail track length per mn population)

* Percentage of people using rail mass transit over other forms of mass transit

*Includes MRTA and BMA projects

14 BTS Group General Presentation Section 2.1: Mass Transit Business


Existing Bangkok Mass Transit Network Immature network, 107.8km as of 2016

EXISTING LINES – 107.8KM; 76 STATIONS

15

Average daily ridership

66% 685,176

286,000

61,500

1,032,676

in total

27%

7%

LINE ROUTE DISTANCE

(KM) OPERATING

SINCE

DARK GREEN (CORE)

MO CHIT – ON NUT 17.0 DEC 99

LIGHT GREEN (CORE)

NATIONAL STADIUM – SAPHAN TAKSIN

6.5 DEC 99

BLUE BANG SUE – HUA LAMPHONG 20.0 JUL 04

LIGHT GREEN (EXTENSION)

SAPHAN TAKSIN – WONGWIAN YAI 2.2 MAY 09

AIRPORT LINK (RED LINE)

PHAYATHAI – SUVARNABHUMI 28.5 AUG 10

DARK GREEN (EXTENSION)

ON NUT – BEARING 5.3 AUG 11

LIGHT GREEN (EXTENSION)

WONGWIAN YAI – BANG WA 5.3 DEC 13

PURPLE BANG YAI – BANG SUE 23.0 AUG 16

CORE NETWORK EXTENSIONS TO OUR CURRENT CORE NETWORK

(2)

66%

MARKET SHARE OF RIDERSHIP (as of August 2016)(1)

BLUE BANG SUE – HUA LAMPHONG 20.0km

PURPLE BANG YAI – BANG SUE 23.0km

LIGHT GREEN NATIONAL STADIUM – BANG WA 14.0km

DARK GREEN MO CHIT – BEARING 22.3km

ARL PHAYATHAI – SUVARNABHUMI 28.5km

BTS: 36.3km (SkyTrain)

BEM: 43.0km

SRT: 28.5km (Airport Rail Link)

(1) Based on companies’ disclosed information (2) Airport Rail Link ridership per day disclosed as of October 2016



BTS Group: INVESTOR in BTSGIF (Core Network) Prime position to capture growth from Network Expansion

16

*See Appendix 1 for details of Concession Agreement

BTSGIF has the rights to receive the NET FAREBOX REVENUE collected by BTSC on the SkyTrain Core Network until Dec 2029

Formerly, these revenues were retained by BTSC in accordance with the terms and conditions of its Concession Agreement with the BMA on the Core Network*

In Apr 2013, BTSC SOLD THE RIGHTS TO NET FAREBOX REVENUE under its concession agreement for the BTS SKYTRAIN CORE NETWORK to BTSGIF

NO REVENUE SHARING TO BMA

BTS Group used the proceeds to purchase 1/3 units in BTSGIF which is the maximum permitted amount under SEC regulations

BTS Group is subject to a lock up of 10 years on these units

WHAT IS BTSGIF? WHAT IS THE CORE NETWORK?

23 stations, 23.5km located at the heart of Bangkok Inaugural Mass Transit route, operated since Dec 1999 NO REVENUE SHARING TO BMA

DARK GREEN MO CHIT – ON NUT 17.0km

LIGHT GREEN NATIONAL STADIUM - SAPHAN TAKSIN 6.5km



1,4

19

1,7

80

2,1

22

2,2

94

2,5

73

2,8

17

3,0

66

3,2

24

3,2

92

3,4

85

3,5

45

4,2

97

4,8

96

5,6

77

5,8

74

6,3

97

59

79

96 105

118 132 139 133 136

144 145

176

197

215 219 233

-

10

20

30

40

50

60

70

80

90

100

110

120

130

140

150

160

170

180

190

200

210

220

230

240

2000/01 2001/02 2002/03 2003/04 2004/05 2005/06 2006/07 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

Farebox revenue (THB mn) Ridership (mn)

BTS Group: INVESTOR in BTSGIF (Core Network) Uninterrupted revenue growth and resilient under pressure

17

Jul 04: Opening of Bangkok MRT System (Blue line) May 10:

Opening of Bangkok BRT; Thai political protests

Aug 10: Opening of Airport Rail Link

Aug 11: On Nut – Bearing extension opening

Oct – Nov 11: Floods

INITIAL GROWTH RIDERSHIP CAGR (3 YRS): 21%

STABLE GROWTH RIDERSHIP CAGR (5 YRS): 5%

FASTER GROWTH RIDERSHIP CAGR (6 YRS) 8%

Dec 99: BTS SkyTrain service opening

Mar 07: First fare rate increase

May 09: Opening of Silom Line extension

Farebox revenue CAGR: 10.6% Ridership CAGR: 9.6%

GROWTH (15 YRS)

Nov 13: Thai political protests

Dec 13: Wongwian Yai – Bang Wa extension opening

Apr 13: Sale of net farebox revenue to BTSGIF

Jun 13: Fare increase



22

.1

24

.2

24

.2

24

.1

24

.4

24

.4

24

.8

26

.4

26

.9

27

.5

2006/07 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

SJT 36% AVG FARE THB 30.8

30-DAY PASS (ADULT)* 29% AVG FARE THB 25.8

PURSE (STV)* 27% AVG FARE THB 26.4

30-DAY PASS (STUDENT)* 7% AVG FARE THB 20.8

ONE-DAY PASS 1% AVG FARE THB 35.7

18

FARE ADJUSTMENT MECHANISM

Can be adjusted no more than once every 18 months by making announcement to BMA and public 30 days in advance Must not exceed the Authorised fare

EFFECTIVE FARE

Normal situation: upon change of Bangkok’s CPI >=5%, may adjust up to 7% (No approval required)

Special situation: upon change of CPI (>= 9%), USD/THB foreign exchange rate, interest rate or electricity costs (BMA approval required)

AUTHORISED FARE

HISTORICAL AVERAGE FARE RIDERSHIP BY TICKET TYPES (FY 15/16)

DISTANCE-BASED FARE (BY NO. OF STATIONS)

THB / Trip

20.1

26.8

33.5

40.2

46.9

53.6

60.3

15.0

22.0 25.0

28.0 31.0

34.0 37.0

42.0

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

AUTHORISED FARE

EFFECTIVE FARE

POTENTIAL FARE UPSIDE

NO. OF STATIONS

THB

* Counted as Rabbit


BTS Group: INVESTOR in BTSGIF (Core Network) Flexibility to increase fares


Core Network Performance Efficient operation; further scope for cost efficiency

19

STRONG RIDERSHIP GROWTH ALONG WITH SUSTAINED MARGIN EXPANSION

CORE COSTS AND SG&A BREAKDOWN – FY 15/16

EBITDA MARGIN COMPARISON (CORE ONLY)

MAINTENANCE EXPENSES BREAKDOWN MAINTENANCE, 13%

STAFF COST, 19%

UTILITIES, 7% DEPRECIATION, 51%

ADMIN, 4%

* FY ending 31 Mar 2014, 2015 ** FY ending 31 Dec 2013, 2014

OTHERS, 6%


176 197

215 219 233

67.5% 67.8% 68.8%

69.9%

72.5%

60. 0%

62. 0%

64. 0%

66. 0%

68. 0%

70. 0%

72. 0%

2011/12 2012/13 2013/14 2014/15 2015/16

100

120

140

160

180

200

220

240

260

280

300

Core BTS SkyTrain Ridership (mn) Operating EBITDA Margin (%)

69.9%

17.4%

43.1%

72.5%

16.6%

42.6%

BTS SkyTrain* Singapore MRT* Hong Kong MTR**

FY 14/15 FY 15/16

391 417 377 365 344 336

386 388

200

59

40 27

11 79

95 75

250

300

350

400

450

500

550

600

650

2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

Major overhaul expenses General maintenance expense

(THB mn)


FLEET EXPANSION

X22 88 +42.3% ~THB 10.9bn*

X24 96

+32.4%

TOTAL FUTURE FLEET X46 184

CURRENT FLEET NO. OF TRAINS TOTAL CARRIAGES CAPACITY INCREASE (CUMULATIVE)

INDICATIVE CAPEX (THB mn)

X35 105 FULLY PAID

X12 48

35

FULLY PAID

FULLY PAID

X5 20

FULLY PAID

TOTAL CURRENT FLEET X52 208

Rolling Stock Enlarging our fleet for future growth

20

SYSTEM DESIGN

CAPACITY

OF 50,000 PPHPD*

CURRENT CAPACITY

OF 24,000** PPHPD * Based on 40.3621 THB/EUR average bank selling rate on 23 May 2016

Already operated in May 2013

Already fully operated in Feb 2014

To be delivered in FY 18/19

To be delivered in FY 19/20


Already full operated in Oct 2011


BTSC is the OPERATOR of the Core Network Thailand’s most experienced operator

21

Reliable Operations Team with 16-year track record Impeccable safety record Strong management expertise

OPERATED & MAINTAINED THE CORE NETWORK SINCE 5 DEC 1999

REMAINS THE CORE NETWORK OPERATOR FOLLOWING

ESTABLISHMENT OF BTSGIF

BTSC operates the Core Network on behalf of BTSGIF It deducts OPEX and CAPEX at cost (no margin) BTSC receives an incentive fee from BTSGIF

Net Farebox Revenue (transferred to BTSGIF daily)

FAREBOX REVENUE OPERATING EXPENSES

CAPITAL EXPENDITURE

Incentive Fee

All farebox revenue from passengers in the Core BTS SkyTrain system

Other revenue and compensation from any person under, arising out of or relating to concession or the farebox revenue of the Core BTS SkyTrain system

Excludes revenue from O&M business extension, media business and revenue from BTSC’s other business

Cost relevant to the Core BTS SkyTrain system such as maintenance capital expenditure, labor, electricity, etc.

New rolling stock for the Core BTS SkyTrain system to serve future ridership

net of PAYABLE BY BTSGIF TO BTSC ONLY WHEN NET FAREBOX REVENUE EXCEEDS BUDGET

1. NO INCENTIVE FEE If actual Net Farebox Revenue ≤ 100% of

Budget 2. 10% INCENTIVE FEE On actual amount exceeding 100% but not exceeding 125% of Budget 3. FEE FROM ITEM 2 PLUS 15% OF THE

INCREMENTAL AMOUNT EXCEEDING 125% If actual amount > 125% of Budget



TH

B 1

.5b

n

THB

3.7

bn

T

HB

4.6

bn

14

/15

15

/16

16

/17

17

/18

18

/19

19

/20

20

/21

21

/22

22

/23

23

/24

24

/25

25

/26

26

/27

27

/28

28

/29

29

/30

30

/31

31

/32

32

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33

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/37

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/39

39

/40

40

/41

41

/42

42

/43

Interest income O&M - Core Network O&M - Extension

BTSC: OPERATOR of Green Line Extensions 12.8km of extensions already under our contract

22

O&M COSTS AND SG&A BREAKDOWN - FY15/16

BTSC has operated & maintained the extensions since 2009 Agreed fee income with no ridership risk 30-year contract, covers:

11 stations/12.8km extensions (May 2012 – May 2042) 23 stations/ 23.5km Core Network (Dec 2029 – May 2042)

Existing extensions LIGHT GREEN: Saphan Taksin - Wongwian Yai (2.2km/2 stations) DARK GREEN: On Nut – Bearing

(5.3km/5 stations) LIGHT GREEN: Wongwian Yai - Bang Wa

(5.3km/4 stations)

MAINTENANCE, 23%

STAFF COST, 41%

OTHERS, 10%

CLEANING & SECURITY GUARD, 9%

DEPRECIATION, 3%

UTILITIES, 13%

EXTENSION Saphan Taksin – Bang Wa (O&M CONTRACT)

EXTENSION On Nut – Bearing O&M CONTRACT)

CORE NETWORK (CONCESSION, PPP NET COST MODEL)

O&M PRE-AGREED REVENUE (Excl. VAT)

• CAGR (extension) from FY 14/15 to FY 41/42 = 5.5% • CAGR (core network) from FY 30/31 to FY 41/42 = 1.5%



With 6 distinctive advantages, We are in very good position to achieve our vision

23

Dark Green North

(Mo Chit – Saphan Mai –

Khu Khot)

Dark Green South

(Bearing – Samut

Prakarn)

Pink Yellow LRT

Light Green

(Bang Wa – Boromma

ratchachonnani)

Grey

The only operator who can provide seamless services

Lower project CAPEX

Lower O&M OPEX

Proven track record • 16 years’ experience in running BTS core lines • Completed BTS core line construction in 35 mths

Financial strength with THB 16bn excess liquidity

Financial flexibility from the BTS-W3 warrants



LINE ROUTE AUTHORISING

BODY TARGETED

OPERATE YEAR CONSTRUCTION

PROGRESS No. of station

DISTANCE (KM)

BLUE HUA LAMPHONG - BANG KHAE MRTA 2019 UNDER CONSTRUCTION 11 14.0

BLUE BANG SUE - THA PRA MRTA 2019 UNDER CONSTRUCTION 9 13.0

BLUE BANG KHAE - BHUDHAMONTHON 4 MRTA 2021 4 8.0

DARK RED BANG SUE - RANGSIT SRT 2021 UNDER CONSTRUCTION 8 26.3

DARK RED BANG SUE – HUA LUM PHONG SRT 2020 5 6.5

LIGHT RED BANG SUE – PHAYATHAI – MAKKASAN – HUAMAK SRT 2020 9 19.0

DARK GREEN SOUTH

BEARING - SAMUT PRAKARN BMA 2018 UNDER CONSTRUCTION 9 12.8

DARK GREEN NORTH

MO CHIT – SAPHAN MAI – KHU KHOT BMA 2020 UNDER CONSTRUCTION 16 18.4

LIGHT GREEN BANG WA - BOROMMARATCHACHONNANI BMA 2020 6 7.0

LRT BANG NA - SUVARNABHUMI BMA 2022 14 18.3

GREY (PHASE I) WATCHARAPHON – THONG LO BMA 2022 15 16.3

PINK KHAE RAI – PAK GRED – MIN BURI MRTA 2020 30 34.5

YELLOW LAD PRAO – SAM RONG MRTA 2020 23 30.4

DARK GREEN SAMUT PRAKARN - BANGPU MRTA 2021 4 7.0

DARK GREEN KHU KHOT - LUMLUKKA MRTA 2021 4 7.0

ORANGE EAST THAILAND CULTURAL CENTER - MIN BURI MRTA 2020 17 21.2

TOTAL (KM) 259.7

259.7KM ONGOING PROJECTS PRIORITISED BY THE GOVERNMENT IN 6 YRS, 84.5KM UNDER CONSTRUCTION

CORE AND EXTENSIONS TO OUR CURRENT LINES LINES CONNECTING TO OUR LINES

137.7km

BTS Group: A Key Participant in Mass Transit Development Focused on 7 lines; total length of 137.7km

24

Sources: Office of Transport and Traffic Policy and Planning, Mass Rapid Transit Authority of Thailand, Bangkok Metropolitan Administration, State Railway of Thailand, Ministry of Transport, Bangkok Expressway and Metro Public Company Limited (BEM), BTS Group Holdings Public Company Limited (BTS)



BTS Group: A Key Participant in Mass Transit Development BTSG well-positioned for new contracts

25 BTS Group General Presentation Section 2.1: Mass Transit Business

*See Appendix 2 for details of CAPEX requirements

PINK LINE • Khae Rai – Min Buri (34.5km) • Targeted contract signed: Apr 2017 • Target operation: 2020

DARK GREEN NORTH LINE • Mo Chit – Saphan Mai – Khu Khot (18.4km)

• Status: under construction • Expected O&M award: early 2017 • Target operation: 2020

GREY LINE • Watcharaphol – Rama 9 Bridge (26.0km) • Awaiting EIA approval • Expected bidding (phase I): 2018 • Target operation (phase I): 2022

Phase I: Watcharaphol – Thong Lo (16.3km)

LIGHT RAIL TRANSIT (LRT) • Bang Na – Suvarnabhumi (18.3km) • Expected bidding: 2017 • Target operation: 2022

DARK GREEN SOUTH LINE • Bearing – Samut Prakarn (12.8km) • Status: under construction • Expected O&M award: early 2017 • Target operation: Late 2018

Sources: Office of Transport and Traffic Policy and Planning, Mass Rapid Transit Authority of Thailand, Bangkok Metropolitan Administration, Ministry of Transport, the Company

LIGHT GREEN LINE • Bang Wa –

Borommaratchachonnani (7.0km) • Expected O&M award: 2018 • Target operation: 2020

YELLOW LINE • Lad Prao– Sam Rong (30.4km) • Targeted contract signed: Apr 2017 • Target operation: 2020











Appendix 3: BTS-W3



Contents

26 BTS Group General Presentation


TOTAL ADSPEND AND THAI MEDIA MARKET SHARE (FY 09/10 – FY 15/16) The transition from Traditional Media to Out-of-Home (OOH) Media was driven by urbanisation, infrastructure development and increase in number of people who spend time outdoors.

59% 60% 59%

60% 61% 62%

60%

28%

26% 25%

24% 24%

23%

23%

7%

7% 8%

9% 9%

10%

10%

5%

6% 7%

6% 5%

4%

6%

1% 1%

1%

1%

FY09/10

FY10/11

FY11/12

FY12/13

FY13/14

FY14/15

FY15/16

Internet

Cinema

OOH Media

Traditional Media

TV

OOH MEDIA FY 15/16

1 FMCG 39.5%

2 COMMUNICATIONS 7.9%

3 REAL ESTATE 6.3%

4 RETAL SHOPS/STORES 6.2%

5 MEDIA & MARKETING 4.8%

6 TRAVEL & TOURS 3.8%

7 LEISURE 3.1%

8 FOOD OUTLETS & RESTAURANTS 2.7%

9 INSURANCE 2.6%

10 CREDIT/DEBIT CARDS 2.3%

TOTAL 79.2%

OVERALL THAI MEDIA MARKET SHARE OOH MEDIA MARKET OVERVIEW

OOH MEDIA SECTOR PRIMARILY DRIVEN BY TRANSIT MEDIA Transit Media continued to dominate the OOH Media market and is expected to further increase with the rail mass transit network expansion.

BTS Group General Presentation Section 2.2: Media Business

27

Thai Media Market Overview

Note: Out-of-Home Media = Outdoor, Transit and In-Store Traditional Media = Radio, Newspapers and Magazines Data excludes classified ads, house ads, digital TV, cable TV and satellite TV Source: The Nielsen Company (Thailand) Limited

TOP 10 ADSPEND FOR OOH MEDIA BY BUSINESS SEGMENTS

Note: VGI discontinued operations in Modern Trade Media effective 1Q 15/16

AdSpend (THB bn)

93

104 105 114 110

102

(+27.6% CAGR)

(0.9%% CAGR)

(+6.5% CAGR)

(-3.2% CAGR)

(+0.3% CAGR)

(+0.1% Industry CAGR) 93

28% 30% 30% 30% 35% 40% 49%

59% 53% 49% 43% 41% 40% 47%

13% 16% 20% 27% 24% 19% 4%

FY 09/10 FY 10/11 FY 11/12 FY 12/13 FY 13/14 FY 14/15 FY 15/16

Transit Outdoor In-Store



28

Thai Media Market Overview Media Landscape in Thailand

60

80

100

120

140

160

180

200

2008 2009 2010 2011 2012 2013 2014 2015

Total Industry TV* Traditional media OOH Media Cinema

ADVERTISING EXPENDITURES BY SECTOR (rebased)

OOH Media proved to be the fastest growing media sector

* Traditional Media includes Magazines, Radio and Newspapers

TRANSIT MEDIA INCREASED ITS MARKET SHARE CONTINUOUSLY Transit is continue to dominate the OOH Media market share and expected to increase on account of improving rail mass transit infrastructure.

THE TRANSITION FROM TRADITIONAL MEDIA TO OOH MEDIA

Rising in infrastructure, urbanisation and increasing number of people who spend time outdoor were driven the growth of Thailand OOH Media.

TOP 10 ADSPEND BY BUSINESS SEGMENT

+0.7% CAGR

+2.6% CAGR

-2.9% CAGR

+1.5% CAGR

+4.8% CAGR

21% 27% 31% 31% 29% 34% 39% 48%

66% 61% 54% 50% 44% 40%

41%

45%

13% 13% 16% 19% 27% 26% 20%

7%

2008 2009 2010 2011 2012 2013 2014 2015Transit Outdoor In-Store

2008 2009 2010 2011 2012 2013 2014 2015

TV Traditional media OOH Media Cinema Internet

95bn

113bn

103bn

114bn 105bn 101bn

90bn 90bn

2014 2015

FMCG 40.7% 40.1%

MOTOR VEHICLES 7.7% 7.6%

COMMUNICATIONS 6.8% 6.1%

GOVERNMENT & COMMUNITY ANNOUNCEMENT 5.7% 6.2%

LEISURE 4.4% 4.8%

MEDIA & MARKETING 3.3% 3.7%

RETAIL SHOPS/STORES 3.0% 3.2%

INSURANCE 2.7% 2.7%

BANKS 2.4% 2.2%

TRAVEL & TOURS 2.3% 2.6%

TOTAL 79.0% 79.1%

57% 59% 60% 59% 60% 61%

62% 60%

31% 28% 27% 25%

24% 24% 23%

23%

7% 7% 7% 8%

9% 9% 10%

10% 5%

4%

5% 7% 7% 6%

5% 5%


1,370

1,959

2,795 3,121

2,926

2,069

756 1,012

1,386 1,580 1,530

1,325

FY 10/11 FY 11/12 FY 12/13 FY 13/14 FY 14/15 FY 15/16

Operating Revenue Operating EBITDA

REVENUE CONTRIBUTION

FY 14/15 FY 15/16

Net profit margin (%) 28.3% 44.7%

ROA (%) 27.8% 39.5%

ROE (%) 44.3% 46.2%

Net debt to equity (times) 0.3x 0.1x

HISTORICAL OPERATING PERFORMANCE


29

GROSS PROFIT MARGINS

Media Business: Financial Performance High margin business and low leverage

(THB mn)

OPERATING REVENUE AND OPERATING EBITDA

Revenue CAGR: 9% EBITDA CAGR: 12%

FY 14/15 FY 15/16

Overall 59% 71%

BTS-related Media 83% 79%

Non-BTS Media 23% 26%

GROSS PROFIT CONTRIBUTION

Note: Ratios calculated from VGI’s consolidated financial statements

FINANCIAL INFORMATION BY BUSINESS SEGMENTS

KEY FINANCIAL RATIOS

61% 86%

39% 14%

FY 14/15 FY 15/16

Non-BTS Media

BTS-relatedMedia 85%

95%

15%

5%

FY 14/15 FY 15/16

Non-BTS Media

BTS-relatedMedia


BTS-related Media Overview

KEY CONTRACT TERMS OUR PRODUCTS (% OUT OF 2015/16 BTS-RELATED MEDIA REVENUE)

30 BTS Group General Presentation Section 2.2: Media Business

RIGHTS

Exclusive rights for 23 stations on core network, 7 stations on BTS extension lines and all BTS trains, in-trains & On-Stations and Merchandising Area

First right to renew contract and extend space on additional mass transit projects that BTSC is granted the rights to operate media space

EFFECTIVE PERIOD

23 Core Network: 18 May 2012 – 4 December 2029 7 Extensions: 6 May 2015 – 4 December 2029

CONCESSION FEE (PAYABLE TO BTSC & BMA)

• 5% - 20% of BTS revenues/year (an increase of 5% every 5 yrs) • Fixed rate for 7 extension stations

FY 15/16 Transit Media

AdSpend

THB 4.6bn

VGI, 55%

Note: based on a market discount rate of 30%

Other, 45%

MARKET SHARE IN TRANSIT No. of location: 30 stations/52 trains

Static Media: > 4,000 displays

Digital Media: 2,029 screens

Viewer reach: 720,155 people/day

Merchandising space:

> 10,000 sqm.

Target viewer: • Working people & younger generation

• Age 15 – 35 • Middle Income

I. TRAIN (42%)

II. STATION (33%)

III. MERCHANDISING & OTHER (25%)


2015 2029E

Total rail length (km) 84.8 508.4

No. of stations 60 >320

Market share of rail mass transit commuters

6.4% 23.8%

(by 2032E)

UPSIDE FROM MASS TRANSIT NETWORK EXPANSION INCREASED DIGITALISATION

DIGITAL MEDIA PENETRATION STILL RELATIVELY LOW IN THAILAND Digital Media market share is expected to increase over time as its platforms provide more capacity and are cost effective. Moreover, it proves to be more adaptable and dynamic than Traditional Media.


31

BTS-related Media Growth drivers

4X EXPECTED INCREASE IN BTS TRAIN CAPACITY IN 5 YEARS (108.8KM)

FY 15/16 FY 20/21E

Green Lines (no. of carriages)* 208 412

Other Lines (no. of carriages)** none 372

Total (no. of carriages) 208 3.8X 784

4X EXPECTED INCREASE IN BTS STATIONS IN 5 YEARS (108.8KM)

FY 15/16 FY 19/20E

Green Lines (no. of stations)* 34 66

Other Lines (no. of stations)** None 80

Total (no. of stations) 34 4.9X 146

BANGKOK RAIL MASS TRANSIT MASTER PLAN

* BTS’s existing network, Dark Green South and North extensions and Light Green Line extension ** LRT, Grey Line and Pink Line

*** Including Display, Search, social Media, Creative, Mobile, Facebook Ad and Video Source: Digital Media Advertising Association (Thailand)

BTS-RELATED MEDIA REVENUE AT VGI LEVEL (STATIC VS DIGITAL MEDIA) BTS Digital Media (Platform Truss LEDs and E-posters) launched in late 2014 and still has room to grow due to increased capacity and strong recovery post economic slump.

97.7% 96.4% 94.0% 93.0%

2.3% 3.6% 6.0% 7.0%

2012 2013 2014 2015

Digital (online)***

Offline

(THB mn)

543 637 757 750

581 655

648 602

2012/13 2013/14 2014/15 2015/16

Static

Digital48% 49% 54%

46% 51%

52%

1,124 1,292

1,405 1,352

55%

45%


Office Building Media Overview

KEY CONTRACT TERMS OUR PRODUCTS

32

OFFICE MARKET SHARE

No. of Media Locations:

142 grade A buildings in Bangkok

Multimedia: 1,144 screens

Viewer Reach: >660,000 people/day

Average time spent in an elevator:

14 mins/day

VGI 63%

Others 37%

Grade A and B Building in Bangkok

215 Buildings

OFFICE MEDIA PROFILE

Media inside elevators and office building areas Rights

Exclusive rights to manage 135 grade A buildings in Bangkok CBD

Contract Length

3-5 years on average

Contract Fee (payable to building owners)

Approximately 20-30% revenue sharing and fixed rates



OFFICE BUILDING NETWORK EXPANSION VS REVENUE* NEW OFFICE SUPPLY IN BANGKOK

318,000 SQ.M. OF NEW OFFICE SUPPLY EXPECTED IN THE NEXT 3 YEARS


33

Office Building Media Growth drivers from existing office asset base and new office supply

VGI’S EXISTING OFFICE BUILDING NETWORK IN BANGKOK (BY DISTRICT)

CONTINUOUS REVENUE GROWTH FROM NETWORK EXPANSION Office Building Media is set to recover post economic slump and the addition of new office buildings will drive growth in this segment.

* At VGI level

Source: CB Richard Ellis (Thailand) Co., Ltd.

Revenue CAGR (6 yrs): 48%

VGI’s office building network

Bangkok CBD

19 76 79 145 149 163 201

41 41 47 51 75

103

135

0

50

100

150

0

200

400

600

800

FY 09/10 FY 10/11 FY 11/12 FY 12/13 FY 13/14 FY 14/15 FY 15/16

Office Building Media Revenue (THB mn) No. of building

47 6

112

22 20

-

86 62

30 25

139 23

23

197 50

191

10

2009 2010 2011 2012 2013 2014 2015 2016F 2017F 2018F

CBD ('000 sq.m.) Non CBD ('000 sq.m.)


KEY INVESTMENT AND CONTRACT DETAILS OUR PRODUCTS

34

I. Investments in MACO, AERO MEDIA & MIDAS


Investments

OUTDOOR MEDIA (Billboards, Street Furniture & Transit Media) 33.88% stake in Master Ad PCL (MACO; listed on SET)

AVIATION MEDIA 28% stake in Aero Media Co., Ltd. (342 screens across 13 airports)

ROADSIDE MEDIA 11.11% stake in Midas Global Media Co., Ltd. (MIDAS; non-listed)

Contracts

CHAMCHURI SQUARE (3-yr + 3-yr contract) Exclusive rights to manage media (≈127 media panels)

EMPIRE TOWER (5-yr contract) Exclusive rights to operate mega LED screens at Empire Tower

BUSES Chulalongkorn University (CU Bus): 15 buses and 15 bus stops BRT buses

Exclusive Selling Agent

ARTISTA MEDIA Manage 549 LCD screens in 219 residential buildings

THAI AIRASIA (3-yr contract with renewable rights) Manage media on 30 planes & future fleets

STREET FURNITURE (3-yr contract) Street Furniture including BTS columns and bridge columns at major

junctions across Bangkok

MEGA LEDS >200 sq.m. LEDs in Bangkok and Laos

II. Contracts and Exclusive Selling Agent

Other Media Overview


35

Now presently a Nationwide Integrated Media Platform

PROVEN WINNER GROWTH SPRINGBOARD


ACTIVATION TRANSIT OFFICE OUTDOOR AVIATION

61% market share

LONG TERM contracts end 2029 & 2042

70% GP margin

>720,000 viewers reached daily

4X expected capacity

66% market share (Grade A&B bldg.)

146 office buildings

70% GP margin

>700,000 viewers reached daily

219 condominiums

33.88% in MACO

1,242 networking billboards

54% GP margin

172 mega billboards

518 street furniture

28% in Aero Media

342 LCD screens

57 jet bridges

>115MN viewers reached annually

7,000 trolleys

Achieved Achieved Achieved Achieved

ONLINE & OFFLINE

5MN card holders

90 offline merchants

>30MN potential e-wallet members

33MN online impressions

Achieved

TARGETED

275 brand clients

77 provinces nationwide

>1,000 stores

Achieved

RABBIT

Bangkok 30 BTS station 52 BTS skytrains 146 office buildings 219 residential buildings

Nationwide >1,200 MACO billboards >850 Multi Sign billboards Media in 13 airports


36

Evolving into Data Centric Media Hypermarket


Demographic Data

Travel data

Financial data

DATA WAREHOUSE

DATA ANALYTICS

PAYMENT SERVICE ONLINE

PROGRAMMATIC HYBRID CAMPAIGN TARGETED MEDIA INNOVATIVE MEDIA

OFFICE OUTDOOR AVIATION ONLINE TRANSIT

MEDIA INVENTORY & AUDIENCE REACH

ACTIVATION

ROI

Location data

Spending data











Appendix 3: BTS-W3



Contents



38

BANGKOK CONDO LAUNCHES

63%

61%

56%

61%

50%

52%

54%

56%

58%

60%

62%

64%

66%

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

2012 2013 2014 2015

Take-up Rate Units

1Q 2Q 3Q 4Q Average Take-up Rate (RHS)

Total 47,339

Total 51,150

Total 50,105

Total 34,666

CONDO LAUNCH PRICES (THB/SQ.M)

LAUNCH PRICES AND TAKE-UP RATES BY DISTANCE TO BTS

63% 47% 70%

76%

52% 63% 65%

64%

70% 60% 46%

58%

51% 48% 48% 78%

-

50,000

100,000

150,000

200,000

250,000

2012 2013 2014 2015

THB/sq.m 0 - 200m (CAGR +24.0%)

201 - 500m (CAGR +13.4%)

501 - 1,000m (CAGR +22.6%)

Over 1,000m (CAGR +9.8%)

28%

49%

22%

2%

13%

45%

29%

12%

0

5,000

10,000

15,000

20,000

25,000

30,000

Below THB 50,000 /sq.m

THB 50,000 -100,000 / sq.m

THB 100,001 -200,000 / sq.m

THB over 200,000sq.m

Units 2014 2015

BUYING SENTIMENT AND AVERAGE HOUSEHOLD SIZE

Thai Condo Market Overview Buyers Willing to Pay Premium Prices for Proximity to BTS

2.29

2.24

2.19

2.14

2.09

1.95

2.00

2.05

2.10

2.15

2.20

2.25

2.30

2.35

40

50

60

70

80

90

Oct-11 Apr-12 Oct-12 Apr-13 Oct-13 Apr-14 Oct-14 Apr-15 Oct-15

Persons Index Average Household Size Bangkok & Vicinities (RHS)

New Residence Buyer's Confidence Index

Source: Colliers International (Thailand) Source: Colliers International Thailand

Source: Colliers International (Thailand) Source: REIC, University of the Thai Chamber of Commerce

BTS Group General Presentation Section 2.3: Property Business


2,975 2,993 3,019 3,231 3,152 3,287

1,611 1,907 2,134 2,404

1,961 2,475

53.2%

63.5% 70.6%

74.4%

61.9%

75.3%

0%

10%

20%

30%

40%

50%

60%

70%

80%

0

500

1,000

1,500

2,000

2,500

3,000

3,500

2010 2011 2012 2013 2014 2015

Occupancy THB/Night

ADR RevPAR Occupancy Rate

39

INTERNATIONAL TOURIST ARRIVALS

FUTURE BANGKOK HOTEL SUPPLY BY SEGMENTS

BANGKOK HOTEL PERFORMANCE METRICS

THAI BAHT PERFORMANCE TO MAJOR CURRENCIES

Thai Hospitality Industry Overview Positive Outlook

15.9

19.2 22.4

26.5 24.8

29.9

0.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

2010 2011 2012 2013 2014 2015

Mn of Visitors

Total Tourist Arrivals to Thailand China Malaysia Russia Others

29,235 31,806

35,028 38,139 40,355 41,961

44,872 47,015 48,255

40%

42%

44%

46%

48%

-

10,000

20,000

30,000

40,000

50,000

2010 2011 2012 2013 2014 2015 2016 2017 2018

Market Share Keys

Economy Mid-RangeFirst-Class LuxuryMid-Range Market Share (RHS)

Source: Department of Tourism, Ministry of Sports and Tourism Source: CBRE

Source: Bloomberg Source: CBRE


0.15

0.16

0.17

0.18

0.19

0.2

0.21

0.22

0.23

0.020

0.022

0.024

0.026

0.028

0.030

0.032

0.034

0.036

Jan

-10

May

-10

Sep

-10

Jan

-11

May

-11

Sep

-11

Jan

-12

May

-12

Sep

-12

Jan

-13

May

-13

Sep

-13

Jan

-14

May

-14

Sep

-14

Jan

-15

May

-15

Sep

-15

Jan

-16

May

-16

THBUSD THBEUR THBCNY (RHS)


2%

18%

19%

3%

38%

21%

Property Portfolio and Business Strategy Substantial Development Potential of Assets for Long-Term Value

40

PROPERTY BOOK VALUE BREAKDOWN PROPERTY DEVELOPMENT APPROACH ALONG MASS TRANSIT

Owners Total Area (Rai) Total Area (sq.m)

BTS Group Plc 581.1 899,790.8

Bayswater JV 48.8 77,987.2

U City Plc 416.9 667,056.0

Total 1,046.8 1,644,834.0

•Excludes upcountry, non-BKK & Vicinities land bank. •Data as of 30 Sep 2016

TOTAL BOOK VALUE

THB 19.3BN

ATTRACTIVE LAND BANK IN BANGKOK & VICINITIES


U City THB 7.3bn

Commercial THB 3.5bn

Residential THB 0.3bn

Land Bank THB 3.6bn

BTS-Sansiri JV THB 0.6bn

A HISTORY OF UNLOCKING SOLID GAINS ON OUR ASSETS

Residential Property: Establish 50:50 joint venture companies with Sansiri. Target

to launch THB 100bn in project value of residential projects along mass transit

routes over 5 years with expected NPAT margin ≈ 12% and equity IRR ≈ 17%

Commercial Property: Divested 3 assets to U CITY for total consideration of

THB 9.4bn in exchange for a 35.64% stake. U City aims to develop or acquire a

portfolio of recurring income-generating assets

1,261 1,081 736 4,603

7,681 1,550 1,792 1,411

9,469

14,221

2Q 12/13: KamalaBeach Resort

3Q 12/13: Land atNana

3Q 14/15: Land atMochit to SIRI JV

1Q 15/16: BTSA &KKP to U City

Total

Book Value Price Sold

1.2x 1.7x

1.9x

2.1x

(THB mn) 1.9x

as of 30 Sep 2016

Bayswater JV THB 4.0bn

•JVs: paid-up capital and shareholder loans •U City: net equity value


Property Business Strategy - Bangkok Land: Over 1,500,000m² of Potential Near Mass Transit Lines


n

a

b

c

k

i j

l m

o

Projects and Properties a. The LINE Jatujak – Mochit b. The LINE Sukhumvit 71 c. The LINE Ratchathewi d. The LINE Asoke-Ratchada e. The BASE Garden Rama 9 f. The LINE Pradipat g. THE LINE Sukhumvit 101 h. KHUN BY YOO i. The Grand j. The Royal Place II k. TST Tower Office Building l. U Sathorn Hotel m. Thana City Golf & Sports Club n. Park Ramindra Condo o. Eastin Grand Sathorn Hotel

BTS Group Land Bank

U City Land Bank

Bayswater Land Bank

Commercial Properties (k- m)

Residential Projects & Properties (a – j)

U City Commercial Properties (o)

U City Residential Projects (n)

Projects and Properties

Land Bank

d

41

e

f

g

h

Ku Kot 56.5 rai (9.4 ha)

Bayswater 48.8 rai (7.8 ha)

Thanacity 572.1 rai (91.5 ha)

Charansanitwong 21.9 rai (3.5 ha)


Residential Property Launches of BTS-Sansiri Projects (Total of THB 29.8bn since Inception)

42

THE LINE SUKHUMVIT 71

100% Sold Project value of THB 2.0bn Transfer start in Sep 2016

THE LINE JATUJAK-MO CHIT

100% Sold Project value of THB 5.7bn

Est. Transfer start in Oct 2017

THE LINE RATCHATHEWI


Est. Transfer start in May 2018


Est. Transfer start in Mar 2021

KHUN BY YOO


Est. Transfer start in Nov 2019

THE LINE PRADIPAT


Est. Transfer start in Dec 2019

THE LINE SUKHUMVIT 101

THB 10.6BN VALUE OF PROJ. LAUNCHED IN 2015/16 THB 19.2BN VALUE OF YTD PROJ. LAUNCHED IN 2016/17

THE BASE GARDEN RAMA 9


Est. Transfer start in May 2019

THE LINE ASOKE - RATCHADA


Est. Transfer start in Apr 2019

TARGET TO LAUNCH THB 100BN IN PROJECT VALUE OF JV PROJECTS OVER 5 YEARS


Project Name Presale Period

Project Value

(THB mn) Units

Avg. Price per sqm

(THB) Sold Construction

Progress* Est. Transfer

Start Est. Transfer Completion

Foreign Participation

THE LINE Jatujak – Mochit May 2015 5,727 841 179k 100% 68% Oct 2017 Mar 2018 14%

THE LINE Sukhumvit 71 Aug 2015 1,990 291 169k; fully furnished

100% 99% Sep 2016 Jan 2017 48%

THE LINE Ratchathewi Oct 2015 2,925 231 266k 100% 27% May 2018 Sep 2018 15%

THE LINE Asoke-Ratchada Jun 2016 2,983 473 180k; fully furnished

100% 4% Apr 2019 Sep 2019 36%

THE BASE Garden Rama 9 Sep 2016 2,228 639 105k 80% 5% May 2019 Sep 2019 32%

THE LINE Pradipat Nov 2016 5,714 981 155k 48% 0% Nov 2019 Mar 2020 No Roadshow

THE LINE Sukhumvit 101 Nov 2016 4,216 778 161k 35% 0% Dec 2019 Apr 2020 15%

KHUN BY YOO Thonglor 12 Nov 2016 4,039 148 380k 53% 0% Mar 2021 Jul 2021 No Roadshow

Total/Weighted Average 29,822 4,382 202k 73% 15%

Residential Property Projects under Development & Development Pipeline

43 BTS Group General Presentation Section 2.3: Property Business

ACTIVE RESIDENTIAL PROJECTS UNDER SIRI JV * As of Dec 2016


• Launch at least 2 projects, including mixed-use THB 10bn Phayathai project.

• Phayathai mixed-use building will include a hotel, service apartments, office

and retail space with GFA of 120,000 sqm with a skybridge connection to

Phayathai BTS interchange station with Airport Link

44

COMMERCIAL PROPERTY REVENUE BREAKDOWN HOTEL PORTFOLIO


Hotel Name Number of keys Ownership

1. U Sathorn Bangkok 86 100%

2. U Chiang Mai 41 100%

3. U Inchantree Kanchanaburi 26 100%

4. Eastin Grand Sathorn 390 36%*

5. Avani Khon Kaen 195 36%*

6. Anantara Chiang Mai 84 36%*

Blended Averages FY 2014 FY 2015

Occupancy Rate 72.1% 80.1%

ADR (THB) 2,871 2,910

RevPAR (THB) 2,070 2,331

Gross Margin (%) 51.5% 53.7%

HOTEL PERFORMANCE * BTS Group’s stake in U City

*Sold to U City on 20 April 2015

1 2 3

4 5 6

2016 COMMERCIAL PROPERTY LAUNCH PLAN

Commercial Property A Diversified Portfolio of Recurring Income Generating Assets

Others 23%

U-Hotels 38%

Thana City Golf 33% FY 15/16

Commercial Property Revenue:

THB 594mn

Eastin Grand Sathorn* 6%











Appendix 3: BTS-W3



Contents



Services Business Current Rabbit: Offline Platform and mostly Focused in Bangkok

46

BANGKOK SMARTCARD SYSTEM (BSS)

The E-money service provider with a common ticketing system supporting

BTS and BRT. BSS system also encompass other forms of public

transportation as well as retail, service and tourism sectors.

RABBIT

Use on BTS SkyTrain & BRT

Use in retail stores

7.0mn Rabbit cards in circulation

(as of Jan 2017)

BTS Group General Presentation Section 2.4: Services Business

LARGE PARTNERS NETWORK BUILT

103 brand

partners >3,600 Card

readers

AIS RABBIT SIM: exclusive NFC contract signed with AIS in Dec 2012

BBL CO-BRANDED DEBIT/CREDIT CARD: officially launched BBL Rabbit Card

and Be 1st Smart Rabbit Card in Mar 2013

AEON RABBIT CARD: launch in Feb 2015. This can be used both the Rabbit

functions (travel on the BTS SkyTrain system and purchase of products and

services at retail stores) and obtain personnel loans from AEONTS.

COMMON TICKETING SYSTEM: in Feb 2015, BTSC, as part of BVS consortium,

won the bid for design and implementation of Central Clearing House (CCH)

system for common ticketing system

KEY MILESTONES FOR THE PAST 4 YEARS

http://www.google.co.th/url?sa=i&rct=j&q=tom+n+toms+coffee&source=images&cd=&cad=rja&docid=HKk-NMNg6DoIxM&tbnid=m7R1K7N_xciZKM:&ved=0CAUQjRw&url=http://www.whereonsale.com/2012/07/07/tom-n-toms-coffee-free-voucher/&ei=6_8RUen7EoGuiAeBmYGYCQ&bvm=bv.41934586,d.dGI&psig=AFQjCNFnTJ8aESdTGdo-yzdgUf-v3kWcyw&ust=1360220519339060


47

ONLINE PAYMENT

MICRO FINANCE & FINANCIAL COMPARISON BROKER

ONLINE CONTENT & DIGITAL MEDIA PLATFORM

RA

BB

IT C

AR

D

RA

BB

IT P

AY

R

AB

BIT

FIN

AN

CE

RA

BB

IT IN

TER

NET

COMMON TICKETING & OFFLINE PAYMENT • >15 million

Rabbit Card holders

• >6 million

Rabbit Line Pay accounts

• >20,000

Acceptance points

• >4 million

Transactions/day

• >500 million

Settlement value/day

• >200 THB mn Gross written

insurance premium/month

• >4 THB bn Outstanding Balance

on ATS Loan

“Lifestyle Publisher”

“Digital Marketing”

• >30 million monthly visits

• Biggest online marketer • Digital media trading desk

with more than 1 bn impression

RA

BB

IT R

EWA

RD

B

IG D

ATA

CU

STO

MER

Powered by

EC website

Digital Content

Shops

7.0mn card holders

2.6mn active card holders

33mn Line users

1.5mn active line pay users

EXISTING TARGET IN 2020

> 103 brand partners

>3,600 card readers

Rabbit is aim to become the leader of online & offline payment systems in Thailand

Services Business



Thana City Branch

Services Business

48

Premium Chinese restaurant chain managed by Man Kitchen

As of 31 Mar 2016, 9 existing branches:

3 dine-in branches, 1 take-away branch, 4 Chairman by Chef Man (Hong

Kong Café concept), 1 private dining concept under M Krub restaurant

and 1 Man Kitchen buffet

Joint venture originally founded between BTS and HHT Construction, a

major HK contractor

AHS is within the top 4 management companies based in Thailand

based on number of keys under management and number of rooms

under management together with Minor, Centara and Onyx.

Responsible for project management of all BTS Group property projects

Partnership between BTS and experienced management team,

whose track record include Four Seasons Samui & Chiang Rai

& JW Marriott Phuket & Bangkok

Provide hospitality and consultancy services for hotel

development across Asia

Currently manages 3 to 4 star hotels under “U Hotels & Resorts” and

“Eastin Hotels & Residences” brands

As of Dec 16, 10,100 keys signed (3,100 keys in operation)

Number of hotels 68 80 Number of rooms >9,200 10,500 Under AHS contracts 2015/16 2016/17E

CHEFMAN RESTAURANTS ABSOLUTE HOTEL SERVICES (AHS)

Eastin Grand Sathorn Branch

Express Branch at Royal Place 2

Royal Place 2 Branch












Appendix 3: BTS-W3



Contents



KEY FINANCIAL RATIOS FY 15/16 FY 14/15 FY 13/14 FY 12/13

Profitability ratios (%) Gross operating profit margin 57.3% 55.5% 51.4% 48.8% SG&A to operating sales ratio 22.9% 22.0% 19.5% 16.6% Accounting EBITDA margin 59.6% 52.0% 73.% 53.3% Operating EBITDA margin(1) 41.6% 39.9% 36.3% 49.0%

Recurring net profit margin (%) 33.7% 34.7% 25.4% 9.7%

Liquidity ratio Current ratio (times) 0.83x 3.96x 4.36x 5.79x Leverage (Times) Total liability to total asset 0.28x 0.22x 0.22x 0.25x Total liability to total equity 039x 0.28x 0.29x 0.33x

Interest bearing debt to equity 0.20x 0.09x 0.11x 0.24x Net debt to equity 0.15x (0.11)x (0.03)x 0.17x Net debt to operating EBITDA 2.70x (1.96)x (0.65)x 1.66x Interest coverage(3) 8.84x 7.03x 4.94x 4.07x Per share ratios Book value per share (THB) 3.97 4.38 5.09 5.05 Dividend yield (4) 7.75 6.38% 7.37% 4.71%

FY 15/16 REVENUE & EBITDA CONTRIBUTION BY BU

(1) Operating EBITDA excludes non-recurring items but includes share of profit (loss) from BTSGIF (2) Net income attributable to equity holders of the parent (3) Operating EBITDA/finance cost (4) Interim and Final dividends, calculated on annual basis using BTS TB closing share price on the date

of the Board of Directors’ meeting approving the relevant dividend

REVENUE COMPARISON BY BUSINESS UNIT

50

(THB mn)

CONSOLIDATED P&L (THB MN) FY 15/16 FY 14/15 FY 13/14 FY 12/13

Operating revenues 6,148 7,102 8,532 10,375

Operating expenses 2,625 3,163 4,147 5,317

Non-recurring items 2,124 268 10,971 897

EBITDA 6,268 4,937 10,334 6,186

Operating EBITDA(1) 2,560 2,836 3,100 5,081

Net income(2) 4,141 2,944 12,598 1,719

DEBT INFORMATION (THB MN) 31 MAR 16 31 MAR 15 31 MAR 14 31 MAR 13

Interest bearing debt 9,283 4,556 6,655 11,961

Net debt 6,918 (5,556) (2,013) 8,447

BTS Group General Presentation Section 3: Financial Summary

BTS Group Financial Performance

12% 15%

2.9%

34%

44%

40%

54%

Revenue Contribution

EBITDA ContributionServices

Property

Media

Mass Transit

2,274 2,926

1,355 548

7,102

2,441 2,069

896 741

6,148

Mass Transit Media Property Services Total

FY 14/15 FY 15/16


THB mn

Registered Capital (15,928.9mn shares @ THB 4.0)

63,716

Issued and paid-up (11,929.3mn shares @ THB 4.0)

47,717

Others 1,618

Retained earnings (Deficits) (2,419)

Total Shareholders’ Equity 46,916

Type Outstanding

warrants (mn)

Exercise ratio (warrant : share)

Exercise price (THB) Outstanding shares

reserved for warrants (mn)

% Dilution

BTS-WA 6.2 1 : 0.166* 4.220* 0.8 0.0%

BTS-WB 11.1 1 : 1 5.01 11.1 0.1%

BTS-WC 16.0 1 : 1 10.19 16.0 0.1%

BTS-W3 3,971.6 1 : 1 12.00 3,971.6 25.0%

Total 3,999.6 25.1%

SHAREHOLDERS’ EQUITY

as of 31 Mar 2016

Balance Sheet

51

* Adjusted under the conditions as stated in the terms and conditions of the warrants

DILUTION IMPACT

as of 31 Mar 2016

ESOP

BTS Group General Presentation Section 3: Financial Summary

40,808 54,883

26,002 10,285

31-Mar-15 31-Mar-16

Total current assets Total non-current assets

66,811 65,169

52,012 46,917

8,238 5,796

6,560 12,455

31-Mar-15 31-Mar-16Total current liabilities Total non-current liabilities

Total shareholders' equity

Cash

31 Mar 15: THB 10.18bn

31 Mar 16: THB 2.36bn

Current Investments

31 Mar 15: THB 4.77bn

31 Mar 16: THB 3.27bn

Long-Term Investments

31 Mar 15: THB 7.99bn

31 Mar 16: THB 9.56bn

Restricted Deposits

31 Mar 15: THB 1.15bn

31 Mar 16: THB 1.24bn

Gross Debt

31 Mar 15: THB 4.56bn

31 Mar 16: THB 9.28bn

Net Debt

31 Mar 15: THB (5.56)bn

31 Mar 16: THB 6.92bn

*****

Issued Ordinary Shares

31 Mar 15: 11,919.3mn

31 Mar 16: 11,929.3mn

61%

39% 16%

84%

19%

72%

9%

78%

10% 12%

66,811 65,169

ASSET BREAKDOWN (THB MN)

LIABILITIES AND EQUITY BREAKDOWN (THB MN)


2017/18 BTS Group Targets & CAPEX Guidance

52 BTS Group General Presentation Section 3: Financial Summary

8,160

1,450

700 25

2017/18 CAPEX of THB 10.3BN

BTSG CAPEX excludes: • Real estate development cost for Property business • Investment in BTS-SIRI project (net) of THB 1,500mn • Investment in international school project of THB 200mn • BTSGIF CAPEX of THB 620mn (includes mainly i. rolling stocks

of THB 197mn, ii. AFC upgrade of THB 157mn, iii. Radio upgrade of THB 156mn) – excludes construction of station S4 (which is recorded as investment in NRTA)

2017/18 BTS GROUP TARGETS

• 3-5% Ridership Growth

• 1% Average Fare Increase

• 10-12% Train O&M Revenue* Growth

• THB 6-9bn Services Revenue of E&M Works & Rolling Stocks Procurement for Green Line South and North extensions

• THB 4,000mn** Targeted Media Revenue (see details in next slide)

MEDIA

• THB 650mn Commercial Property Revenue • THB 200mn Share of Net Profit from

BTS-SIRI JVs

PROPERTY

*Train O&M revenue includes 1st station of Green Line South: E15 which

was opened on 3 April 2017 **Based on VGI financial statements that included Rabbit Group performance (3-year restatement under common control basis)

MASS TRANSIT • THB 3,500-5,250mn E&M Green

Line South and North extensions • THB 1,900-2,850mn New rolling

stocks • THB 60mn Normal CAPEX

• THB 880mn Thana City & other improvements

• THB 300mn Eastin Thana City Hotel

• THB 270mn Land acquisition

• THB 340mn VGI CAPEX • THB 210mn MACO CAPEX • THB 150mn Rabbit Group CAPEX

Mass Transit Media Property Services

• 9.2mn Rabbit Cards in Circulation

SERVICES

79%

14%

7%

THB 10.3bn











Appendix 3: BTS-W3



Contents



Appendix 1: Core Network Concession Agreement Key terms and background

54

BTS SKYTRAIN

BTSC BMA

EXCLUSIVE OPERATION RIGHT

CONCESSION AGREEMENT

MINISTRY OF

INTERIOR

AUTHORISATION

BTS SKYTRAIN

BTSC BMA

EXCLUSIVE OPERATION RIGHT

CONCESSION AGREEMENT

MINISTRY OF

INTERIOR

AUTHORISATION

BTSGIF NET REVENUE TRANSFER

AGREEMENT

23 STATIONS, 23.5 KM IN CBD

Connecting Bangkok’s most important business and tourist destinations, serving as the backbone to all Bangkok’s mass transit systems

ALL INVESTMENTS MADE BY BTSC

Including civil works, E&M and trains (except land acquisition) from private sector sources. BTO for civil works, BOT for electrical and mechanical works, including trains

30 YEARS CONCESSION

30 years of concession period ending 4 Dec 2029, approximately 17 years remaining

NO REVENUE SHARING OR CONCESSION FEES FOR BMA

Exclusive right to operate and retain all farebox revenues from BTS SkyTrain System during the period of the concession

SCOPE

Procuring, operating and maintaining the mass transit system. BTS has the right to earn revenues from the business related to the BTS Sky Train's system including advertisement, sublicensing and fare collection for 30 years commencing from 5 Dec 1999

EXTENSIONS

BTS must inform the BMA of such intent at least 3 years (< 5 years) prior to the expiration of the Concession Agreement. The extension is subject to the prior approval of the Interior Minister. BTS is granted a ROFR for negotiations with BMA to construct and operate such network extensions or new routes, provided that BTS matches the best price offered by other potential investors.

BTS Group General Presentation Appendix 1: Core Network Concession Agreement


17,338 18,285

35,623

8,598 10,760

20,045 18,189

8,616 11,750

77,958

3,572 4,940

2,096

10,608

Dark Green South Dark Green North Pink Yellow LRT Light Green Grey Total

Rolling Stock E&M Civil work

Appendix 2: Mass Transit Funding Requirements BTS Pipeline

55

PROJECTED CAPEX/FINANCING BREAKDOWN OF EXPECTED FUTURE LINES (THB mn)

KEY ASSUMPTIONS

Total CAPEX/financing for expected lines = THB 124bn

with D/E Ratio = 2.5 : 1

Total equity required by BTS Group = THB 35bn

Source: Office of Transport and Traffic Policy and Planning (OTP), Mass Rapid Transit Authority of Thailand (MRTA), Bangkok Metropolitan Administration (BMA) and Company estimates

124,189

36,474* 37,383* 12.8km

18.4km

34.5km 30.4km

7.0km 16.3km

137.7km

BTS Group General Presentation Appendix 2: Mass Transit Future Funding Requirements

18.3km

*BTS hold 75% equity stake in BSR JV & excludes approximately THB 6bn in each line for land expropriation and other costs which are the costs borne by the government

12,170 15,700 8,616 2,096

11,750


1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34

Reimburse from gov't (civil) E&M Civil works Farebox revenue

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33

Rolling stocks Investment O&M revenue

Appendix 2: Mass Transit Economic profile O&M Contract & PPP Net Cost

56

ECONOMIC PROFILE (O&M CONTRACT)

ECONOMIC PROFILE (PPP NET COST)

KEY ASSUMPTIONS

KEY ASSUMPTIONS

1) 30-year contract from operating date

2) O&M revenue* of THB 141mn/km in FY 16/17 with growth rate of 3.5% p.a.

3) EBITDA margin of 40% YEAR

YEAR

1) 3-year investment in civil and E&M works (includes rolling stock)

2) Assume 10-year repayment from gov’t for civil works

3) Receive farebox revenue (30-year contract from operating date)

BTS Group General Presentation Appendix 2: Mass Transit Economic profile

*O&M revenue includes revenue from provision of operating services and interest income under concession agreement


Appendix 2: Funding Requirements (Mass Transit) Procurement of 184 carriages - Thailand’s Largest Train Order

57 BTS Group General Presentation Appendix 2: Future Funding Requirements (Mass Transit)

• 23 May 2016, BTSC signed the contract with Siemens Consortium (“Siemens”) and CRRC Changchun Railway Vehicles Co., Ltd. (“CRRC”) to procure additional trains. Total of EURO 270mn (before VAT)

• 46 additional 4-car trains, totaling of 184 carriages to serve the increased patronage in existing network, together with green line south and north extensions

Rolling stocks From Delivery Schedule

22x4 trains • 7x4 trains for existing network • 15x4 trains for green line south extension

Siemens by 2018/19

24x4 trains • 21x4 trains for green line north extension • 3x4 trains – spare trains for extensions

CRRC by 2019/20


Appendix 3: BTS-W3 Term Sheet

58

TICKER BTS-W3

TERMS 5 YEARS

ISSUE DATE 1 NOV 2013

EXPIRY DATE 1 NOV 2018

EXERCISE PERIOD QUARTERLY STARTING FROM DEC 2016 TO SEP 2018 WITH THE LAST EXERCISE DATE ON 1 NOV 2018

(TOTAL 9 TIMES)

WARRANT PRICE -

ALLOCATION TO EXISTING SHAREHOLDERS AT THE RATIO OF 3 EXISTING BTS SHARES : 1 BTS-W3

NO. OF WARRANTS 3,944,626,464 UNITS

EXERCISE RATIO 1 BTS-W3 TO 1 NEW COMMON SHARE OF BTS

EXERCISE PRICE THB 12.00 PER SHARE

EXPECTED MAXIMUM

PROCEEDS THB 47,336MN

WARRANTS TERMS AND CONDITIONS

BTS Group General Presentation Appendix 3: BTS-W3



59 BTS Group General Presentation Appendix 4: BTS Group CAPEX History

317 11 26

36

305

560 521

158

367 457

1,016

1,222

80 191

75

156

260 17

59 61

-

200

400

600

800

1,00 0

1,20 0

1,40 0

1,60 0

1,80 0

FY 12/13 FY 13/14 FY 14/15 FY 15/16

Others Services Property Media Mass Transit

1,329 1,235

1,697 1,633

Remarks: excludes real estate development cost for Property business



60

OCCUPATIONAL HEALTH AND SAFETY ZONE CERTIFICATE ACCREDITED BY BUREAU VERITAS CERTIFICATION (THAILAND) LTD. (BV).

OHSAS 18001 : 2007

QUALITY MANAGEMENT SYSTEMS CERTIFICATE ACCREDITED BY BUREAU VERITAS CERTIFICATION (THAILAND) LTD. (BV).

ISO 9001 : 2008

LLOYDS REGISTER RAIL’S BEST PRACTICE MODEL IMPLEMENTATION.

LLOYDS REGISTER RAIL

ISO 14001: 2004

ENVIRONMENTAL MANAGEMENT SYSTEMS CERTIFICATE ACCREDITED BY BUREAU VERITAS CERTIFICATION (THAILAND) LTD. (BV).

BTS Group General Presentation Appendix 5: BTSC’s Quality Management System

bts group holdings pcl - listed...

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