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BTS Group Holdings PCL GROUP GENERAL PRESENTATION JANUARY 2015 BTS Group General Presentation prepared by Investor Relations department BTS Group Holdings PCL IR Contacts Address: BTS Group Holdings PCL IR Department 15 th Floor, TST Tower,


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prepared by Investor Relations department BTS Group Holdings PCL

GROUP GENERAL PRESENTATION

JANUARY 2015

BTS Group Holdings PCL

BTS Group General Presentation

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prepared by Investor Relations department BTS Group Holdings PCL

IR Contacts

BTS Group General Presentation

This document has been prepared and distributed by the Investor Relations Department of BTS Group Holdings Plc. (“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

  • r 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

  • therwise) 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: ir@btsgroup.co.th Website: www.btsgroup.co.th

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Contents

BTS Group General Presentation

Section 1 BTS Group Holdings PCL Section 2 Group Profile 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: Saphan Taksin Station Removal Appendix 5: BTSC’s Quality Management System Appendix 6: Fare Adjustment History – Bangkok Concessions

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BTS Group History

BTS Group General Presentation Section 1: BTS Group Holdings PCL

Company established as Tanayong Co., Ltd. to

  • perate in property

development field Tanayong listed on The Stock Exchange of Thailand under Property Development sector Tanayong established a wholly-owned subsidiary, Bangkok Transit System Corporation Ltd. (BTSC), which won the SkyTrain concession bid Commercial operation of the BTS SkyTrain began BTSC exit court supervised rehabilitation procedure BTSC expanded into Media business through the acquisition of 100% of VGI Global Media Co., Ltd. Tanayong 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

1968 1991 1992 2008 2009 1999 2010 2012 2013

MAY: BTSC signed a 30-year

  • perating & maintenance

(O&M) contract covering all Green Line extensions under the purview of the Bangkok Metropolitan Administration (BMA) OCT: The Group’s Media subsidiary, VGI Global Media PCL, listed on The Stock Exchange of Thailand APR: BTSC sold the future Net Fare-box Revenue under its Concession Agreement to BTS Rail Mass Transit Infrastructure Fund (BTSGIF)

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CARROT REWARDS CO., LTD. TANAYONG HONG KONG LTD. MAK8 CO., LTD. NUVO LINE AGENCY CO., LTD. THANA CITY GOLF & SPORTS CLUB CO., LTD. LITTLE CORNER CO., LTD. MAN KITCHEN CO., LTD. TANAYONG PROPERTY MANAGERMENT CO., LTD. TANAYONG FOOD & BEVERAGE CO., LTD.

100% 100% 30% 50% 50%

Shareholding Structure

1 Information based on the close book date as at 10 Jun 14 with total issued shares = 11,914.2mn shares 2 BTSG holds 65.49% of VGI indirectly and directly

OTHERS

2.5% , 407.7 mn shares

BTSGIF

33.3%

YONGSU CO., LTD.

KANJANAPAS FAMILY OTHERS BTSC MASS TRANSIT MEDIA PROPERTY SERVICES TOP INSTITUTIONAL INVESTORS

1

14.5%

41.0%1 19.1%1 39.9%1

BTS GROUP

97.46%

VGI GLOBAL MEDIA PCL

BTS ASSETS CO., LTD. ABSOLUTE HOTEL SERVICES CO., LTD. BANGKOK SMARTCARD SYSTEM CO., LTD.

100% 51% 90% 51.0%2

VGI ADVERTISING MEDIA CO., LTD. 999 MEDIA CO., LTD. 888 MEDIA CO., LTD. VGI ADVERTISING CHINA CO., LTD. MIDAS GLOBAL MEDIA CO., LTD.

100% 100% 100% 100% 100%

KAMKOONG PROPERTY CO., LTD. DNAL CO., LTD. MUANGTHONG ASSETS CO., LTD. SIAM PAGING AND COMMUNICATION CO., LTD. TANAYONG INTERNATIONAL LIMITED ABSOLUTE HOTEL SERVICES HONG KONG LIMITED

100% 100% 75.47% 100% 100% 100% 100% 100% 87.5% 100% 100% 100% 100% Listed entities 70% 12.26%

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MASTER AD PCL POINT OF VIEW (POV) MEDIA GROUP CO., LTD.

24.89%

BANGKOK PAYMENT SOLUTIONS CO., LTD.

60%

BTS LAND CO., LTD. PRANNAKIRI ASSETS CO., LTD.

100%

BAYSWATER CO., LTD. HHT CONSTRUCTION CO., LTD.

50% 50%

BTS SANSIRI HOLDING ONE LTD. PRIMARY KITCHEN CO., LTD.

100% Subsidiaries Associates

BTS Group General Presentation Section 1: BTS Group Holdings PCL

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1 121 399 270 FY 11/12 FY 12/13 FY 13/14 1H 14/15 728 1,445 2,934 650 FY 11/12 FY 12/13 FY 13/14 1H 14/15 1,959 2,795 3,121 1,541 FY 11/12 FY 12/13 FY 13/14 1H 14/15 5,177 6,016 2,312 1,154 FY 11/12 FY 12/13 FY 13/14 1H 14/15

BTS Group Overview

4 Business Units

BTS Group General Presentation Section 1: BTS Group Holdings PCL

MASS TRANSIT PROPERTY MEDIA SERVICES

(1) FY ended 31 March (2) Services revenue excludes revenue of HHT Construction (Thailand) Co., Ltd. as it is consolidated as cost of project under Property business

Historical operating revenues(1)

Media Revenue (THB mn) Property Revenue (THB mn) Services Revenue(2) (THB mn) Mass Transit Revenue (THB mn)

32% 43% 18% 7%

Revenue contribution

26% 36% 33% 5%

FY 13/14 1H 14/15 FY 13/14 1H 14/15 FY 13/14 1H 14/15 FY 13/14 1H 14/15

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THB (mn) USD (mn)*

OPERATING REVENUE

8,767 268

OPERATING EBITDA

3,423 105

NET INCOME**

12,645 387

TOTAL ASSETS

76,757 2,350

MASS TRANSIT 2,037 MEDIA 514 PROPERTY 821 SERVICES 378

BTSG at a glance

BTS Group General Presentation Section 1: BTS Group Holdings PCL

KEY FIGURES (as of 31 Mar 2014) EMPLOYEES (as of 31 Mar 2014) PROGRESSIVE DIVIDEND POLICY SHARE INFORMATION (as of 31 Dec 2014)

TOTAL 3,813

STOCK CODE

BTS

OUTSTANDING SHARES (MN SHARES)

11,914.2

MARKET CAPITALISATION (THB MN)

114,095.9

MARKET CAPITALISATION (USD MN)

3,472.2

AVERAGE DAILY TRADED VALUE (THB MN)

468.0

AVERAGE DAILY TRADED VALUE (USD MN)

14.2

*Source: Bank of Thailand, based on weighted-average Interbank Exchange Rate of USD 1 = THB 32.657 as of 28 May 2014 **to equity holders of the parent

Minimum THB 21bn committed dividends

  • ver 3 years
  • No less than THB 6bn in 2013/14
  • No less than THB 7bn in 2014/15
  • No less than THB 8bn in 2015/16

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

BTS GROUP HOLDINGS 63

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Investment Highlights

BTS Group General Presentation Section 1: BTS Group Holdings PCL

GROWTH

  • INCREASE IN RIDERSHIP: Prime beneficiary of mass transit development and market share shift from bus to
  • rail. Increasing ridership on Core network; increasing ‘eyeballs’ for BTS-related media
  • GROWING WITH RETAIL PARTNERS: automatic rights to manage advertising space in new Modern Trade

branches SHAREHOLDER RETURN

  • HIGH DIVIDEND YIELD: 3-year progressive dividend policy with minimum committed amount of THB 21bn
  • SECURE BUSINESS: underlying concession with advertising rights on BTS until 2029; O&M contract until 2042

OPPORTUNITIES

  • STRONG FINANCIAL POSITION: BTS Group has excess cash and liquid investments of THB 29.3bn
  • FUTURE MASS TRANSIT LINES: potential developer and operator of future mass transit lines and extensions
  • EXPANSION OF FRANCHISE: expansion of VGI Global Media franchise to new extension lines and other

markets

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NET RECURRING PROFIT

153.5%

278 902 1,146 2011/12 2012/13 2013/14 1,047 1,030 2,612 2011/12 2012/13 2013/14 176 197 215 2011/12 2012/13 2013/14 2,748 4,359 7,073 2011/12 2012/13 2013/14

Key Developments 2013/14

BTS Group General Presentation Section 1: BTS Group Holdings PCL

  • Commencement of 4 stations of Silom line (Bang Wa) extension
  • New carriages into service (all 4-car trains across the network)
  • Organic growth and development along the lines

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RIDERSHIP

8.9%

MEDIA NET PROFIT

27.1%

  • Increase in train capacity (35 single cars)
  • Introduction of new digital media
  • Improvement in operations
  • Reduction in finance costs

DIVIDEND PAYMENT

62.3%

  • Progressive dividend payment

(THB mn) (THB mn) (THB mn) (THB mn)

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Contents

BTS Group General Presentation

Section 1 BTS Group Holdings PCL Section 2 Group Profile 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: Saphan Taksin Station Removal Appendix 5: BTSC’s Quality Management System Appendix 6: Fare Adjustment History – Bangkok Concessions

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36.3km 154.8km 2013 2018T THB 1.5bn >THB 10bn 2013 2018 TARGET

6x 4x

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BTS Group Vision 2018

BTS Group General Presentation Section 2.1: Mass Transit Business

“TO BE THAILAND’S LEADING MASS TRANSIT DEVELOPER AND OPERATOR” 4X BKK MASS TRANSIT COVERAGE 6X MASS TRANSIT O&M REVENUE

O&M = Operation and Maintenance

MASS TRANSIT RAIL LENGTH TARGETS (KM)

74.2 79.5 84.8 461.3 515.3 31.0 31.0 36.3 154.8 2010 2011 2013 2018T 2019T 2029T Target Network Length in km BTS Target Distance in km T = Target

*

*Source: Office of Transport and Traffic Policy and Planning

2018 TARGET

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Role of BTS Group in Mass Transit

Investor, Operator, Developer, Concessionaire

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

BTS Group General Presentation Section 2.1: Mass Transit Business

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Bangkok Rail Mass Transit Master Plan

515.3 km* by 2029, 42.4% share of Mass Transit commute by 2032

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,

  • fficial 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

34.7

  • Singapore

34.2

  • Tokyo

24.2

  • Bangkok

7.6 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

13 BTS Group General Presentation Section 2.1: Mass Transit Business

*Includes MRTA and BMA projects

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Existing Bangkok Mass Transit Network

Immature network, 84.8km as of 2013

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 RED LINE AIRPORT LINK 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

EXISTING LINES - 84.8KM; 60 STATIONS

CORE NETWORK

3 RAIL MASS TRANSIT OPERATORS

  • BTS: 36.3km

(SkyTrain)

  • BMCL: 20.0km

(Underground)

  • SRT: 28.5km

(Airport Rail Link)

EXTENSIONS TO OUR CURRENT CORE NETWORK

14 BTS Group General Presentation Section 2.1: Mass Transit Business

LIGHT GREEN NATIONAL STADIUM – BANG WA 14.0km DARK GREEN MO CHIT – BEARING 22.3km BLUE BANG SUE - HUA LAMPHONG 20.0km RED PHAYATHAI - SUVARNABHUMI 28.5km

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BTS Group: INVESTOR in BTSGIF (Core Network)

Prime position to capture growth from Network Expansion

  • 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

*See Appendix 1 for details of Concession Agreement

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

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DARK GREEN MO CHIT – ON NUT 17.0km LIGHT GREEN NATIONAL STADIUM - SAPHAN TAKSIN 6.5km

15 BTS Group General Presentation Section 2.1: Mass Transit Business

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1,419 1,780 2,122 2,294 2,573 2,817 3,066 3,224 3,292 3,485 3,545 4,297 4,896 5,677 59 79 96 105 118 132 139 133 136 144 145 176 197 215 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 Farebox revenue (THB mn) Ridership (mn)

BTS Group: INVESTOR in BTSGIF (Core Network)

Uninterrupted revenue growth and resilient under pressure

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 (5 YRS) 10%

Dec 99: BTS SkyTrain service opening Mar 07: First fare rate increase

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May 09: Opening of Silom Line extension

  • Farebox revenue CAGR: 11.3%
  • Ridership CAGR: 10.5%

GROWTH (13 YRS)

16 BTS Group General Presentation Section 2.1: Mass Transit Business

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

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SJT 40% AVG FARE THB 30.2 30-DAY PASS (STUDENT)* 8% AVG FARE THB 19.6 30-DAY PASS (ADULT)* 29% AVG FARE THB 23.6 PURSE (STV)* 22% AVG FARE THB 25.4 ONE-DAY PASS 1% AVG FARE THB 32.7

21.4 22.1 24.2 24.2 24.1 24.4 24.4 24.8 26.4

2005/06 2006/07 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14

BTS Group: INVESTOR in BTSGIF (Core Network)

Flexibility to increase fares

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 13/14)

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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 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

17 BTS Group General Presentation Section 2.1: Mass Transit Business

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367 387 391 417 377 365 344 336 59 171 200 59 40 27 11 79

250 300 350 400 450 500 550 600 650

2006/07 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 Major overhaul expenses General maintenance expense

(THB mn) 67.8% 22.6% 44.8% 69.1% 15.1% 44.3% BTS SkyTrain* Singapore MRT* Hong Kong MTR** FY 12/13 FY 13/14 144 145 176 197 215 54.9% 57.1% 67.5% 67.8% 69.1% 2009/10 2010/11 2011/12 2012/13 2013/14

Core BTS SkyTrain Ridership (mn) Core BTS SkyTrain Op EBITDA margin (%)

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STRONG RIDERSHIP GROWTH ALONG WITH SUSTAINED MARGIN EXPANSION CORE COSTS AND SG&A BREAKDOWN EBITDA MARGIN COMPARISON (CORE ONLY) MAINTENANCE EXPENSES BREAKDOWN

I BTS Group: INVESTOR in BTSGIF (Core Network)

Efficient operation; further scope for cost efficiency

BTS Group General Presentation Section 2.1: Mass Transit Business

OTHERS, 2% ADMIN, 8% SELLING EXPENSES, 5% STAFF COSTS, 35% MAINTENANCE, 26% UTILITIES, 24% * FY ending 31 Mar 2013, 2014 ** FY ending 31 Dec 2012, 2013

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ESTIMATED FLEET***

X7 28 +13.5% 70 +47.1%

TOTAL FUTURE FLEET

X59 306 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

BTSGIF Investment Core Concession for BTS Core SkyTrain network Ample capacity with limited Capex for concession period

SYSTEM DESIGN CAPACITY OF 50,000 PPHPD* CURRENT CAPACITY OF 24,000** PPHPD

* Based on 2 assumptions: i) 6-car trains in service and ii) 2 min headway ** Based on Sukhumvit Line morning peak time *** Based on existing contracts (core network and O&M contracts up to 2042) Already operated in May 2013 Already fully operated in Feb 2014

19 BTS Group General Presentation Section 2.1: Mass Transit Business

Expect to order in 2017, expect to be delivered in 2019 Expected required by 2032

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BTSC is the OPERATOR of the Core Network

Thailand’s most experienced Operator

  • Reliable Operations Team with 15-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

  • r 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%

  • f 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

O

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BTSC: OPERATOR of Green Line Extensions

12.8km of extensions already under contract

O&M COSTS AND SG&A BREAKDOWN

  • BTSC has operated & maintained the extensions since 2009
  • Agreed fee income with no ridership risk
  • 30-year contract now 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)

2012 2015* 2029 2042

THB 1,700 mn THB 6,000 mn

O&M CORE

Year

CAGR 3.8% CAGR 3.8%

O&M EXTENSION

* Including full year effect of Wongwian Yai – Bang Wa extension

O&M figures (excluding VAT)

O

21 BTS Group General Presentation Section 2.1: Mass Transit Business

MAINTENANCE, 13% STAFF COST, 38% OTHERS, 11% CLEANING & SECURITY GUARD, 8% DEPRECIATION, 17% UTILITIES, 13%

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LINE ROUTE AUTHORISING BODY OPERATE YEAR CONSTRUCTION PROGRESS DISTANCE (KM)

PURPLE BANG YAI - BANG SUE MRTA 2015 UNDER CONSTRUCTION 23.0 BLUE HUA LAMPHONG - BANG KHAE MRTA 2016 UNDER CONSTRUCTION 14.0 BLUE BANG SUE - THA PRA MRTA 2016 UNDER CONSTRUCTION 13.0 DARK RED BANG SUE - RANGSIT SRT 2017 UNDER CONSTRUCTION 26.3 DARK GREEN SOUTH BEARING - SAMUT PRAKARN MRTA 2017 UNDER CONSTRUCTION 12.8 DARK GREEN NORTH MO CHIT – SAPHAN MAI – KHU KHOT MRTA 2018 – 2019 18.4 LIGHT GREEN BANG WA - BOROMMARATCHACHONNANI BMA 2018 – 2019 7.0 LRT BANG NA - SUVARNABHUMI BMA 2018 18.3 GREY WATCHARAPHON – RAMA 9 BRIDGE BMA 2018 – 2019 26.0 PINK KHAE RAI – PAK GRED – MIN BURI MRTA 2020 – 2021 36.0 DARK GREEN SAMUT PRAKARN - BANGPU MRTA 2018 7.0 LIGHT RED BANG SUE - PHAYATHAI - MAKKASAN SRT 2017 9.0 LIGHT RED MAKKASAN - HUA MAK SRT 2017 10.0 DARK RED RANGSIT – THAMMASART UNIVERSITY SRT 2017 10.0 DARK RED BANG SUE - HUA LAMPHONG SRT 2017 6.5

TOTAL (KM) 237.3

237.3KM ONGOING PROJECTS PRIORITISED BY THE GOVERNMENT, 89.1KM UNDER CONSTRUCTION

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

118.5km

BTS Group: Potential DEVELOPER of Mass Transit Extensions

Focused on 6 lines; total length of 118.5km

D

Sources: Office of Transport and Traffic Policy and Planning, National Council for Peace and Order, Mass Rapid Transit Authority of Thailand, Bangkok Metropolitan Administration, Ministry of Transport

22 BTS Group General Presentation Section 2.1: Mass Transit Business

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BTS Group: Potential DEVELOPER of Mass Transit extensions BTSG well-positioned for new contracts

  • BTSG is WELL-POSITIONED FOR

NEW CONTRACTS

  • Relevant expertise
  • Financial strength
  • Green line advantage
  • New contracts are expected to be on a

‘PPP GROSS COST BASIS’

  • Operator to invest in civil works

and E&M works with repayment from government

  • Operator given operation

contract

  • Variations will be considered

D

*See Appendix 2 for

details of CAPEX requirements

23 BTS Group General Presentation Section 2.1: Mass Transit Business

Light Green Line

Bang Wa - Borommaratchachonnani 7.0 km; completed by 2018-2019

PINK LINE

  • Khae Rai – Min Buri (36.0km)
  • Expected turnkey bidding: early 2015
  • Target operation: 2020 – 2021

DARK GREEN NORTH LINE

  • Mo Chit – Saphan Mai – Khu Khot (18.4km)
  • Expected O&M bidding: early 2015
  • Target operation: 2018 - 2019

GREY LINE

  • Watcharaphol – Rama 9 Bridge (26.0km)
  • Feasibility study underway
  • Expected bidding (Phase I): 2016
  • Target operation (Phase I): 2018 – 2019

Phase I: Watcharaphol – Thong Lo (16.3km)

LIGHT RAIL TRANSIT (LRT)

  • Bang Na – Suvarnabhumi (18.3km)
  • Awaiting EIA approval
  • Expected bidding: 2015
  • Target operation: 2018

DARK GREEN SOUTH LINE

  • Bearing – Samut Prakarn (12.8km)
  • Civil works progress: 46.8% (as of Dec 2014)
  • Expected O&M bidding: early 2015
  • Target operation: 2017

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

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

Dark Green North

(Mo Chit – Saphan Mai – Khu Khot)

Dark Green South

(Bearing – Samut Prakarn)

Pink LRT Light Green

(Bang Wa – Boromma ratchachon nani)

Grey

1) The only operator who can provide seamless services ~15-minute interchange time saved*

  

2) Lower project CAPEX

  

3) Lower O&M OPEX

~10% operating costs and 15% maintenance costs saved*

  

4) Proven track records

  • 15 years’ experience in running BTS core lines
  • Complete BTS core line construction in 35mths

     

5) Financial strength with THB 29bn excess liquidity

     

6) Financial flexibility from the Warrant 3

     

*compared between seamless model and shuttle service model

24 BTS Group General Presentation Section 2.1: Mass Transit Business

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Contents

BTS Group General Presentation

Section 1 BTS Group Holdings PCL Section 2 Group Profile 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: Saphan Taksin Station Removal Appendix 5: BTSC’s Quality Management System Appendix 6: Fare Adjustment History – Bangkok Concessions

25

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prepared by Investor Relations department BTS Group Holdings PCL TV 61% In-Store 2% Radio 6% Outdoor 4% Newspapers 13% Transit 3% Magazines 5% Cinema 5% Internet 1%

0.7 1.0 1.1 1.5 1.8 2.3 2.6 3.2 3.5 0.1 0.4 0.6 0.8 0.8 1.2 1.8 2.8 2.5 4.6 4.6 4.5 4.2 3.9 4.0 4.3 4.5 4.2 86.5 90.0 91.4 89.8 92.6 103.5 105.4 114.1 110.9 Transit In-Store Outdoor Total market

Source: The Nielsen Company (Thailand) Limited

Total market value of advertisement industry = THB 110.9bn

Thai media market overview (2013/14)

Source: The Nielsen Company (Thailand) Limited

Historical Thai ad expenditures (THB bn) Top 10 ad spending by segments (FY 13/14)

Industry CAGR

3.2%

Transit CAGR

21.7%

In-store CAGR

45.5%

Overview of Media Business

Note: Excludes classified and house ads.

OVERALL MEDIA INDUSTRY

1 FMCG 39%

2 Motor vehicles 9% 3 Communications 7% 4 Govt. & community announcement 6% 5 Leisure 4% 6 Retail shops/stores 3% 7 Banks 3% 8 Real estate 3% 9 Insurance 2% 10 Pharmaceuticals 2% TOP 10 78%

VGI MASS TRANSIT

1 FMCG 42%

2 Communications 10% 3 Food outlets & restaurants 5% 4 Travel & tours 4% 5 Leisure 4% 6 Banks 4% 7 Real estate 3% 8 Retail shops/stores 3% 9 Electrical products 3% 10 Photographic products 2% TOP 10 80%

VGI IN-STORE

1 FMCG 92%

2 Motor vehicle accessories 2% 3 Motor vehicles 2% 4 Communications 1% 5 Food outlets & restaurants 1% 6 Multi sections advertising 0.5% 7 Pharmaceuticals 0.5% 8 Govt. & community announcement 0.3% 9 Real estate 0.2% 10 Retail shops/stores 0.1% TOP 10 100%

Source: The Nielsen Company (Thailand) Limited Note: Excludes classified and house ads.

26 BTS Group General Presentation Section 2.2: Media Business

Outdoor CAGR

  • 1.2%
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53.2% 49.4% 41.5% 44.7% 5.3% 5.9% FY13/14 FY12/13 812 970 1,124 1,370 1,959 2,795 3,121 458 572 649 756 1,012 1,386 1,580 07/08 08/09 09/10 10/11 11/12 12/13 13/14 Operating Revenue Operating EBITDA

27

Media Business: Financial Performance

High Margins, No Leverage

Revenues by business unit

Operating EBITDA margin

Operating revenues and Operating EBITDA Cost (% Rev) breakdown - FY 2013/14

(THB mn)

BTS MODERN TRADE OFFICE BUILDING AND OTHERS TOTAL CONCESSION N/A 53% 23% 23% DEPRECIATION (COST) 1% 4% 2% 2% STAFF COSTS 2% 5% 1% 3% OTHERS 9% 13% 6% 10% TOTAL COST 10% 76% 31% 39% FY 13/14 FY 12/13 OVERALL 52% 51% BTS-RELATED 78% 80% MODERN TRADE 17% 17% OFFICE BUILDING & OTHERS 59% 62%

BTS Group General Presentation Section 2.2: Media Business

BTS-related Modern Trade Office Buildings

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prepared by Investor Relations department BTS Group Holdings PCL

871 1,125 1,379 1,660 2010/11 2011/12 2012/13 2013/14

BTS SkyTrain Media

Exclusive rights for the Core BTS SkyTrain Network

BTS Media Revenue (THB mn)

CAGR (3 years) = 24.0%

KEY CONCESSION TERMS

Exclusive rights for 23 stations & all BTS trains

  • In Trains & On-Stations
  • Merchandising Area
  • Additional areas

RIGHTS

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

  • 18 May 2012 – 4 December 2029

EFFECTIVE PERIOD CONCESSION FEE (PAYABLE TO BTSC)

  • 5% - 20% of total revenues/year

(an incremental increase of 5% every 5 years)

PAST SUCCESS DIGITAL MEDIA STATIC MEDIA (ON BTS SKYTRAIN & PLATFORMS)

Platform Truss LED & Platform Screen Door Digital Screen inside the train Train Body Wrap Cladding

MERCHANDISING SPACE

Merchandising Shop Merchandising Shop

28 BTS Group General Presentation Section 2.2: Media Business

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Modern Trade Media

KEY CONCESSION TERMS

RIGHTS

Exclusive rights for existing and upcoming branches

  • Tesco Lotus
  • Big C (including former Carrefour)
  • FamilyMart

LENGTH OF CONTRACT

  • 3-5 years on average

LICENSE FEE

  • Mainly based on percentage of revenue sharing and minimum

guarantee

PAST SUCCESS

  • Acquired exclusive rights to manage all advertising areas

from Tesco Lotus and Big C, the top 2 players in the Modern Trade Retailer industry

  • Big surge in revenue (93% growth in FY 2011/12) mainly

from sales floor areas, which account for over 70% of total Modern Trade Media revenue

Shelf Divider Radio Media in Tesco Lotus & Big C Shelf Frame & Floor Sticker Sensormatic Health and Beauty Zone Aisle Arch

STATIC MEDIA

Sales Floor Area Non-Sales Floor Area

Entrance Lightbox

29 BTS Group General Presentation Section 2.2: Media Business

DIGITAL MEDIA

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30

Office Buildings and Other Media

KEY CONTRACT TERMS

RIGHTS AND LENGTH OF CONTRACT

Office Buildings

  • 103 buildings in CBD, 3-5 years contract (avg.)

Outdoor LED (Selling Agent)

  • 4 locations in Bangkok
  • 1 year contract with renewable rights

Chulalongkorn University (CU) Bus

  • 15 buses and 15 bus-stops
  • 1 year contract with renewable rights

LICENSE FEE

  • Revenue sharing and fixed rates

PAST SUCCESS

  • Changed to integrated network across all office

buildings, increasing sales by 50%

  • Bundled Office Building Media with the Company’s other

media and sold as a package, increasing occupancy and driving sales by 100%

Digital Screen in Elevators Lift Wrap Rama 9 Junction Bus Body Wrap Bus Shelter Pratunam Junction

OFFICE BUILDING MEDIA CHULALONGKORN UNIVERSITY (CU) BUS OUTDOOR LED SCREENS

BTS Group General Presentation Section 2.2: Media Business

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31

Outdoor Media

KEY CONTRACT TERMS

RIGHTS AND LENGTH OF CONTRACT ACCOUNTING METHOD

  • Take equity method

SYNERGY

  • Sales synergies are created by bundling media packages

with VGI’s existing network

  • VGI appointed as exclusive selling agents
  • Knowledge sharing among highly experienced

management team

Billboard Street Furniture

MACO’S MEDIA MIDAS’ MEDIA

BTS Group General Presentation Section 2.2: Media Business

Outdoor Media

  • Expansion into Outdoor Media segment through holdings in
  • ther outdoor advertising companies
  • 24.89% stake in Master Ad PCL (MACO; listed on Stock Exchange
  • f Thailand)
  • 30.0% holdings in Midas Global Media Company Limited (MIDAS;

non-listed)

  • Total network of 170 billboards and 66 lightboxes & LEDs in

Bangkok and vicinity

Transit Media Made-to-Order LED Lightboxes

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Contents

BTS Group General Presentation

Section 1 BTS Group Holdings PCL Section 2 Group Profile 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: Saphan Taksin Station Removal Appendix 5: BTSC’s Quality Management System Appendix 6: Fare Adjustment History – Bangkok Concessions

32

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17.6% 47.7% 32.9%

Property portfolio

PROPERTY BOOK VALUE BREAKDOWN LAND FOR DEVELOPMENT ALONG MASS TRANSIT ROUTE

Location Total Area (Rai) Total Area (Sqm) Bangkok 75.0 120,007.6 Samutprakarn 319.8 511,711.6 Nakorn Ratchasima 661.4 1,058,180.0 Chiang Rai 163.1 260,992.0 Phuket 37.3 59,740.0 Other Provinces 95.2 152,372.0 Total 1,351.9 2,224,676.1

  • Complete existing projects
  • Open for joint-venture/divestment
  • Opportunistic strategy

LONG-TERM VISION

EASTIN GRAND HOTEL ABSTRACTS 66/1 PHAYATHAI: LAND BANK

SITE AREA: 5,658 SQM

MO CHIT: LAND BANK

SITE AREA: 25,862 SQM

ABSTRACTS PHY THANA CITY GOLF & SPORTS CLUB

SITE AREA: 510,912 SQM *as of 30 Sep 2014

33 BTS Group General Presentation Section 2.3: Property Business

TOTAL BOOK VALUE:

THB 11.1BN

Land bank THB 3.7bn Commercial THB 5.4bn Residential THB 2.0bn

LIST OF LAND BANK

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34

Commercial and Residential Property

COMMERCIAL PROPERTY REVENUE BREAKDOWN

  • NO. OF KEYS UNDER HOTEL GROUP

Others 14% FY 13/14 Commercial Property Revenue:

THB 862mn

Eastin Grand Sathorn 56% U Hotels 9% Thana City Golf 22%

41 41 67 457 26 390 86 Jun 2008 Nov 2010 Oct 2012 Dec 2014 U Sathorn Eastin Grand Sathorn U Inchantree Kanchanaburi U Chiang Mai

RESIDENTIAL PROPERTY

LOCATION: 250M FROM NEW BTS STATION SITE AREA: 33,420 SQM (20-3-55 RAI) LAND TENURE: FREEHOLD AVERAGE SALE PRICE: THB 75,000 PER SQM LOCATION: 250M FROM BTS UDOMSUK SITE AREA: 3,160 SQM (1-3-90 RAI) LAND TENURE: FREEHOLD AVERAGE SALE PRICE: 75,000 PER SQM

ABSTRACTS PHAHONYOTHIN PARK ABSTRACTS SUKHUMVIT 66/1

# UNITS GFA(SQM) NFA(SQM) TOWER A 1,012 62,091 42,818 TOWER B 1,012 62,091 42,818 TOWER C 1,012 62,091 42,818 TOTAL 3,036 189,273 128,455 # UNITS GFA(SQM) NFA(SQM) THE MOON 56 4,540 2,500 THE SUN 56 4,540 2,500 TOTAL 112 9,080 5,000 TDC: THB 296MN (USD 10MN) TDC: THB 2,527MN (USD 81MN)

Debt THB 1,697mm USD 54mn Equity THB 732mn USD 24mn Deposit & Sales proceeds THB 196mn USD 6mn Deposit & Sales proceed THB 93mn USD 3mn Equity THB203mn USD 7mn

BTS Group General Presentation Section 2.3: Property Business

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35

Property Update – Partnership Approach

SANSIRI TRANSACTION

  • BTS and SIRI entered into a “STRATEGIC ALLIANCE

FRAMEWORK AGREEMENT” (SAFA)

  • Exclusive partnership to jointly invest and develop

residential developments for sale within 500m of mass transit stations

  • Establish a 50:50 Joint Venture Company (JVCo)
  • Target THB 25-30bn in project value developed over 5

years

  • First project (Mo Chit)
  • Expect land sale end of 2014
  • Project launch 1Q 2015
  • Divest 3 assets to NPARK in exchange for NPARK shares

representing between 33.7% to 35.7% of total issued shares

  • f NPARK
  • NPARK’s shareholders approved the entry into the

transactions and whitewash resolution on 29 Dec 2014

These transactions enable BTS Group to: 1. Recognise gains on sale of assets to the benefit of existing BTS Group shareholders 2. Partnered with real estate players with expertise in their respective sectors 3. Retain a major economic stake in the development of those assets 4. Use only existing assets as equity without the need for further capital investment NPARK TRANSACTION

For detailed information on the transactions, please refer to our Strategic Partnership for City Living presentation at: http://bts.listedcompany.com/misc/presentation/20141017-bts-property-strategy.pdf

BTS Group General Presentation Section 2.3: Property Business

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Contents

BTS Group General Presentation

Section 1 BTS Group Holdings PCL Section 2 Group Profile 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: Saphan Taksin Station Removal Appendix 5: BTSC’s Quality Management System Appendix 6: Fare Adjustment History – Bangkok Concessions

36

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37

Overview of Services Business

BANGKOK SMARTCARD SYSTEM (BSS)

BTS Group General Presentation Section 2.4: Services Business

TOP-UP CHANNELS BTS Ticket Offices McDonald’s AIS Kiosks Auto Top-up w/ Co-branded Cards Over-the-Air

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

supporting BTS and BRT. BSS system also encompass other forms

  • f public transportation as well as retail, service and tourism

sectors.

RABBIT

>50

brand partners

  • Use with mobile devices supporting

NFC technology

  • Use on BTS SkyTrains & BRT
  • Use in retail stores

Mini Mart Food Court BRT Ticket Offices

>3mn

Rabbit cards in circulation

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Thana City Branch

38

Overview of Services Business

  • Premium Chinese restaurant chain managed by Man Kitchen
  • 3 existing dine-in branches and 1 take away branch
  • Plans underway to develop 3 more branches by 2015
  • Open 20 take away branches in Bangkok by 2015
  • Joint venture originally founded between BTS and HHT

Construction, a major HK contractor

  • Over 50 years of experience in delivering large complex

construction projects on time and to the quality demanded by discerning clients

  • 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

Number of hotels

49

80

Number of rooms

5,688

8,000

Under AHS contracts 2013/14 2014/15E

CHEFMAN RESTAURANTS ABSOLUTE HOTEL SERVICES (AHS)

BTS Group General Presentation Section 2.4: Services Business

Eastin Grand Sathorn Branch Take Away Branch at Royal Place 2 Royal Place 2 Branch

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prepared by Investor Relations department BTS Group Holdings PCL

Contents

BTS Group General Presentation

Section 1 BTS Group Holdings PCL Section 2 Group Profile 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: Saphan Taksin Station Removal Appendix 5: BTSC’s Quality Management System Appendix 6: Fare Adjustment History – Bangkok Concessions

39

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BTSG Financial Performance

(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

  • f the Board of Directors’ meeting approving the relevant dividend

Consolidated financials (THB mn) FY 13/14 FY 12/13 FY 11/12 FY 10/11

Operating revenues 8,767 10,375 7,720 5,892 Operating expenses 4,110 5,317 4,077 3,358 Non-recurring items 10,973 897 1,189 641 EBITDA 18,533 6,186 5,344 3,206 Operating EBITDA(1) 3,423 5,081 3,913 2,426 Net income(2) 12,645 1,719 2,106 252 Key financial ratios FY 13/14 FY 12/13 FY 11/12 FY 10/11 Profitability ratios (%) Gross operating profit margin 53.1% 48.8% 47.2% 43.0% SG&A to operating sales ratio 19.9% 16.6% 15.8% 21.7% Accounting EBITDA margin 76.8% 53.3% 57.8% 46.9% Operating EBITDA margin(1) 39.0% 49.0% 50.7% 41.2% Recurring net profit margin (%) 25.6% 9.7% 13.2% n/a Liquidity ratio Current ratio (times) 4.31x 5.79x 0.94x 1.65x Leverage (Times) Total liability to total asset 0.22x 0.25x 0.45x 0.41x Total liability to total equity 0.28x 0.33x 0.81x 0.70x Net debt to equity (0.02)x 0.17x 0.67x 0.56x Net debt to operating EBITDA (0.35)x 1.66x 6.32x 8.61x Interest coverage(3) 5.43x 4.07x 2.73x 1.51x Per share ratios (THB per share) Book value per share 5.11 5.05 4.05 4.48 Dividend yield (4) 7.34%** 4.71% 6.38% 5.00%

REVENUE CONTRIBUTION BY BUSINESS UNIT REVENUE COMPARISON BY BUSINESS UNIT

** Subject to shareholders’ approval of the final dividend of THB 0.21per share. Dividend yield based on share price as of date prior to Board of Directors’ approval of relevant dividend payment

40 BTS Group General Presentation Section 3: Financial Summary

33% Property 26% Mass Transit 36% Media

FY 2013/14

5% Services

6,016 2,795 1,445 121 10,376 2,312 3,121 2,934 399 8,767 Mass Transit Media Property Services Total FY 12/13 FY 13/14 (THB mn)

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prepared by Investor Relations department BTS Group Holdings PCL

Type

  • No. of outstanding

warrants (mn) Exercise ratio (warrant : share) Exercise price (THB)

  • No. of shares

(mn) % Dilution BTS-WA 11 1 : 0.16 4.375 1.8 0.0% BTS-WB 16 1 : 1 5.01 16.0 0.1% BTS-W3 3,971.6 1 : 1 12.00 3,971.6 25.0% Total 3,989.4 25.1%

DILUTION IMPACT

THB mn Registered Capital (15,913.1mn shares @ THB 4.0) 63,653 Issued and paid-up (11,914.2mn shares @ THB 4.0) 47,657 Others 8,312 Retained earnings (Deficits) 3,793 Total Shareholders’ Equity 59,762

50,501.7 59,762.3 7,767.3 8,364.6 9,021.9 8,630.2 31-Mar-13 31-Mar-14

Equity Structure

LIABILITIES AND EQUITY SHAREHOLDER’S EQUITY

as of 31 Mar 2014 67,291 76,757 (THB mn) Equity Current liabilities Non-current liabilities as of 31 Mar 2014

41 BTS Group General Presentation Section 3: Financial Summary

ESOP

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200 600 1,000 190 10 Mass transit Media Property* Services BTS Group

2014/15 BTS Group Targets and CAPEX

BTS GROUP CAPEX (THB mn)

FY 14/15 TOTAL CAPEX*: THB 2,000MN

* excludes real estate development cost

MASS TRANSIT MEDIA

5 – 8% Ridership Growth 1% Effective Fare Increase Revised down to 0 – 3% Revenue Growth

PROPERTY

THB 800mn Residential Property Revenue THB 1,000mn Commercial Property Revenue

SERVICES

3.5mn Rabbit Cards 17% O&M Revenue Growth 2014/15 BTSGIF CAPEX is expected to be approx. THB 180mn (not included in BTS Group CAPEX)

42 BTS Group General Presentation Section 3: Financial Summary

BTS GROUP TARGETS

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Contents

BTS Group General Presentation

Section 1 BTS Group Holdings PCL Section 2 Group Profile 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: Saphan Taksin Station Removal Appendix 5: BTSC’s Quality Management System Appendix 6: Fare Adjustment History – Bangkok Concessions

43

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Appendix 1: Core Network Concession Agreement

Key terms and background

BTS Group General Presentation Appendix 1: Core Network Concession Agreement

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.

44

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18,849 15,000 12,250 46,099 9,129 20,056 23,152 10,500 12,000 74,837

  • 2,400
  • 2,400

Dark Green South (Bearing - Samut Prakarn) Dark Green North (Mo Chit - Saphan Mai - Khu Khot) Pink Line (Kae Rai - Min Buri) LRT (Bang Na - Suvarnabhumi) Light Green line (Bang Wa - Taling Chan) Grey Line (Watcharaphon - Rama 4) Total Rolling Stock E&M Civil works

Appendix 2: Future Funding Requirements (Mass Transit) BTS Pipeline

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

PROJECTED CAPEX BREAKDOWN OF 6 EXPECTED FUTURE LINES (THB mn) KEY ASSUMPTIONS

Total CAPEX for 6 lines = THB 123.3bn with D/E Ratio = 1.5 : 1 Total equity required by BTS Group = THB 49.3bn

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

123,336 24,250 25,500 42,001 9,129 20,056 2,400

45

Borommaratcha- chonnani)

12.8km 18.4km 36.0km 18.3km 7.0km 26.0km 118.5km

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(6,734) (3,946) (2,570) (2,581) (395) (349) (302) (256) (209) (163) (116) (70) (23) 2,119 2,100 2,027 1,953 1,879 1,806 1,732 1,658 1,584

1 2 3 4 5 6 7 8 9 10 11 12 13

E&M Interest expense Reimburse from Gov. Interest Income from Gov. 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

Appendix 2: Future Funding Requirements (Mass Transit)

PPP Gross Cost (E&M only) – Dark Green North (Mochit – Saphan Mai)

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

THB mn

FINANCING AND REPAYMENT OF E&M O&M REVENUE

KEY ASSUMPTIONS 1) 3 to 4-year investment period 2) 10-year repayment from govt. 3) Interest rate (neutral) 4) D/E of 1.5x KEY ASSUMPTIONS 1) 30-year contract from

  • perating 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% 4) Tax holiday of 8 years

YEAR YEAR 1,511

46

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Appendix 3: BTS-W3 Term Sheet

BTS Group General Presentation Appendix 3: BTS-W3

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 BTS EXISTING SHARES : 1 BTS-W3

  • NO. OF WARRANTS

3,971,617,378 UNITS EXERCISE RATIO 1 BTS-W3 TO 1 NEW COMMON SHARE OF BTS EXERCISE PRICE THB 12.00 PER SHARE EXPECTED MAXIMUM PROCEEDS THB 47,659MN

WARRANTS TERMS AND CONDITIONS

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Appendix 4: Saphan Taksin Station Removal

BTS Group General Presentation Appendix 4: Saphan Taksin Station Removal

BRIEF INFORMATION

  • All costs in relation to station removal & dual track construction covered by BMA
  • All costs in relation to walkway construction paid for by BMA
  • Walkway construction will take approx 1 year to complete
  • Station removal & dual track construction will take approx 1 year to complete
  • No service interruption expected in walkway construction & station removal
  • No significant impact to BTS SkyTrain core revenue and core cost expected

S5 S6 S7 SURASAK SAPHAN TAKSIN KRUNG THON BURI

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Appendix 5: BTSC’s Quality Management System

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

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).

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10 10 10 10 10 10 10 10 15 15 15 15 15 15

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

0.0% CAGR 4.6% CAGR

Appendix 6: Fare Adjustment History – Bangkok Concession

BTS Group General Presentation Appendix 6: Fare Adjustment History – Bangkok Concession

BTS (THB) BMCL (THB) BECL (THB) DON MUANG TOLLWAY (THB)

max min

2004 2005 2006 2007 2008 2009 2010 2011 2012

1.2% CAGR 1.5% CAGR

max min

30 30 30 30 30 40 40 40 40 40 40 40 40 40 40 45 45 45 45 45

2.6% CAGR

35 35 35 35 35 35 35 35 35 35 35 35 35 35 35 60 60 60 60

3.4% CAGR

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