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BTS GROUP HOLDINGS PCL 2Q 2017/18 EARNINGS PRESENTATION 1 4 N O V E M B E R 2 0 1 7 prepared by Investor Relations department BTS Group Holdings PCL Disclaimer Investment involves risk. Prospective should understand the characteristics of


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SLIDE 1

prepared by Investor Relations department BTS Group Holdings PCL

2Q 2017/18 EARNINGS PRESENTATION

1 4 N O V E M B E R 2 0 1 7

BTS GROUP HOLDINGS PCL

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SLIDE 2

Disclaimer

Investment involves risk. Prospective should understand the characteristics of Securities and study information about BTS Group Holdings Public Company Limited (the “Company”) before making a decision to invest in Securities. This presentation is for information purposes only and is intended only for the initial direct attendee of the presentation. It may not be reproduced or redistributed to any other person. It shall not and does not constitute either an offer to purchase or buy or a solicitation to purchase or buy or an offer to sell or exchange

  • r a solicitation to sell or exchange any securities of BTS Group Holdings PCL (the "Company") or any of its subsidiaries in the United States of America or in any other jurisdiction or an

inducement to enter into investment activity. No part of this presentation, nor the fact of its existence, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. This presentation is not to be relied upon in any manner as legal, tax or any other advice and shall not be used in substitution for the exercise of independent judgment and each person made aware of the information set-forth hereof shall be responsible for conducting its own investigation and analysis of the information contained herein. Except where otherwise indicated, the information provided in this presentation is based on matters as they exist as of the date stated or, if no date is stated, as of the date of preparation and not as of any future date, and the information and opinions contained herein are subject to change without notice. None of the Company nor any of its subsidiaries accepts any obligation to update

  • r otherwise revise any such information to reflect information that subsequently becomes available or circumstances existing or changes occurring after the date hereof. None of the

Company or any of its subsidiaries or any of their respective directors, officers, employees or agents shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation and any and all such liability is expressly disclaimed. The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in any format without the express written approval of the Company. Some statements made in this presentation are forward-looking statements, which are subject to various risks and uncertainties. These include statements with respect to the Company’s corporate plans, strategies and beliefs and other statement that are not historical facts. These statement can be identified by the use of forward-looking terminology such as “may”, “will”, “expect” , “intend”, “estimate”, “continue”, “plan” or other similar words. The statements are based on the assumptions and beliefs of the Company’s management in light of the information currently available to the Company. These assumptions involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Nothing in this Presentation is, or should be relied

  • n as promise or representation of the Company as to the future.

BTS Group Earnings Presentation 2

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SLIDE 3

Agenda

Section

1

BTSG 2Q 2017/18 FINANCIAL PERFORMANCE

Section

2

Section

3

BUSINESS UPDATES BTSGIF 2Q 2017/18 FINANCIAL PERFORMANCE (separate presentation)

APPENDICES

BTS Group Earnings Presentation 3

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prepared by Investor Relations department BTS Group Holdings PCL

2Q 2017/18 Financial Highlights

  • Operating EBITDA was THB 875mn, increasing by THB 252mn or 40% YoY as a result
  • f the improvements in operating performance of Mass Transit and Media businesses
  • Pre-tax recurring profit (before MI) of THB 640mn, a growth of 11% YoY
  • Reported net profit (before MI) rose by 19% YoY to THB 741mn mainly from higher

recurring profit, extra-gain from Chef Man restructuring, partially offset with higher finance cost and increase in share of net loss from associates/JVs

  • Balance sheet strength: THB 30.5bn cash & liquid investments*
  • Low leverage: adjusted net D/E** ratio at 0.30x

*Cash and liquid investments include cash bal. of THB 9.0bn, current investments of THB 8.8bn and L/T liquid investments of THB 12.7bn **Adjusted Net Debt = Interest Bearing Debt - Cash and Cash Equivalent and Liquid Investment

  • Fully enter investment phase; including:
  • Pink & Yellow Lines civil works and E&M works (THB 6.2bn) and
  • Green Line extension E&M works and train procurement (THB 1.2bn)
  • Net cash received from debt financing of THB 6.0bn
  • Cash received from JV partners (STEC, RATCH) of THB 1.75bn for 25% equity

investment in pink and yellow line projects PROFITABILITY BALANCE SHEET CASH FLOW

BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance 4

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prepared by Investor Relations department BTS Group Holdings PCL

OPERATING REVENUE COMPARISON (YoY)

INCOME STATEMENT (THB mn) 2Q 2017/18 2Q 2016/17 %YoY 1Q 2017/18 % QoQ 1H 2017/18 1H 2016/17 %YoY Operating Revenues1 2,543 1,722 48% 3,110 (18)% 5,653 3,276 73% Gross operating profit 1,295 1,030 26% 1,278 1% 2,574 1,991 29% Operating EBITDA2 875 623 40% 917 (5)% 1,791 1,259 42% Net recurring profit – before MI 471 445 6% 435 8% 907 906 0% Accounting EBITDA 1,420 984 44% 1,088 31% 2,508 1,974 28% Net income (loss)3 653 548 19% 405 61% 1,058 1,096 (3)% Gross operating profit margin (%) 50.9% 59.8% 41.1% 45.5% 60.8% Accounting EBITDA margin (%) 45.6% 45.6% 32.5% 39.7% 48.2% Recurring net profit margin (%) 16.7% 23.6% 13.3% 14.9% 25.0% Operating EBITDA margin (%) 34.4% 36.2% 29.5% 31.7% 38.4%

P&L SNAPSHOT

52% Mass Transit 38% Media 6% Property 4% Services

2Q 2017/18 OPERATING REVENUE BREAKDOWN

1 operating revenue of 4 BUs & share of net profit from BTSGIF 2 excluding interest income 3 to equity holders of the parent

2Q 2017/18 Overview

BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance

1,722 2,543 676 180 17 (53) 2Q 16/17 Mass transit Media Property Services 2Q 17/18 105% 23% (THB mn) 12% (2)%

5

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prepared by Investor Relations department BTS Group Holdings PCL

15,095

  • (327)*

(10,825) 5,043 9,025** 40 Beginning cash (31/3/17) CFO CFI CFF Others Ending cash (30/9/17)

* After tax of THB 451mn and interest expense of THB 354mn as well as investment in E&M works and trains procurement (Green Line North and South extensions) of THB 1.2bn ** Excluding liquid investments of THB 21.5bn

CFI

  • Advance payment for civil works and

E&M works of the Pink and Yellow lines

  • Net cash paid for acquisitions of current

and other long-term investments

  • Dividend Income and Interest income

CFF

  • Net cash received from BE and PN
  • Cash received from STEC and RATCH

(re. pink and yellow line projects)

  • Final dividend payment for FY 2016/17

CFO Profit before tax of THB 1,519mn, deducted by

  • non-cash reconciling items of THB

177mn

  • changes in net working capital of

THB 865mn (this includes THB 1.2bn Green Line extension E&M works and train procurement)

6 Months Cash Flow Snapshot

(THB mn)

BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance 6

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prepared by Investor Relations department BTS Group Holdings PCL

HISTORICAL OPERATING REVENUE (THB mn)

KEY FACTORS OPERATING PERFORMANCE

MASS TRANSIT (THB mn) 2Q 2017/18 2Q 2016/17 %YoY 1Q 2017/18 % QoQ 1H 2017/18 1H 2016/17 %YoY Operating revenue 1,318 642 105% 1,993 (34)% 3,311 1,313 152% Costs of revenue 740 227 226% 1,338 (45)% 2,078 447 365% Gross profit 578 415 39% 655 (12)% 1,233 866 42% Operating EBITDA 587 422 39% 664 (12)% 1,251 881 42% Gross margin (%) 43.8% 64.6% 32.9% 37.2% 66.0% Operating EBITDA margin (%) 44.5% 65.8% 33.3% 37.8% 67.1%

OPERATING REVENUE BREAKDOWN

36% O&M Services revenue from provision

  • f E&M works & train procurement

39%

2Q 2017/18

Mass Transit

Share in BTSGIF 19% BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance Int income from train procurement & E&M 6%

395 395 409 417 411 411 422 474 472 33 33 33 33 32 32 90 78 82 223 219 197 221 199 284 241 218 247 1,444 1,224 519

2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18

Services revenue from provision of E&M works & train procurement Share of NP in BTSGIF (THB mn) Int income from train procurement (THB mn) O&M (THB mn)

  • O&M revenue rose by 15% YoY to THB 472mn mainly from the existing

extension and one new additional station (Samrong: E15)

  • Farebox revenue of 1,726mn (up 0.6% YoY) with 0.8% YoY ridership growth
  • Share of net profit in BTSGIF of THB 247mn (rose 24% YoY)
  • Services revenue from the provision of E&M works and the train

procurement service for the Southern and Northern Green Line extensions

  • f THB 0.5bn
  • Costs rose 226% YoY to THB 740mn largely due to cost of services related

to the provision of E&M works and the train procurement service for Green Line extensions

  • Operating EBITDA margin was 44.5% (65.8 % in 2Q 2016/17)

7

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prepared by Investor Relations department BTS Group Holdings PCL

HISTORICAL OPERATING REVENUE (THB mn)

KEY FACTORS

59% BTS – Related Media 24% Outdoor Media

MEDIA (THB mn) 2Q 2017/18 2Q 2016/17 %YoY 1Q 2017/18 % QoQ 1H 2017/18 1H 2016/17 %YoY Operating revenue 970 789 23% 849 14% 1,819 1,410 29% Costs of revenue 310 271 14% 293 6% 603 470 28% Gross profit 660 519 27% 555 19% 1,216 940 29% Operating EBITDA 519 361 44% 421 23% 940 690 36% Gross margin (%) 68.1% 65.7% 65.4% 66.8% 66.6% Operating EBITDA margin (%) 53.5% 45.7% 49.6% 51.7% 48.9%

2Q 2017/18

OPERATING PERFORMANCE OPERATING REVENUE BREAKDOWN

8

Media

9% Office Buildings and Others 8% Digital BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance

527 512 570 542 789 755 741 753 891 79 104 96 79

2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18

Digital Services Media OOH

  • Overall Media revenue up 23% YoY to THB 970mn mainly from

higher consolidated revenue from acquired businesses and healthy performance of all Media business segments

  • OOH Media* revenue or 92% of total Media revenue, increased by

THB 891mn, or 27% YoY higher prices, synergies from the Digital Services segment as well as positive order intake in the Outdoor media product group

  • Costs increased 14% YoY from THB 271mn to THB 310mn, primarily

due to the consolidation of newly acquired businesses

  • Operating EBITDA margin improved YoY to 53.5% (45.7% in 2Q

2016/17)

*OOH Media includes Transit, Outdoor and Office Building and Other Media

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prepared by Investor Relations department BTS Group Holdings PCL

HISTORICAL OPERATING REVENUE (THB mn)

KEY FACTORS

90% Commercial & Others Residential 10%

OPERATING PERFORMANCE

PROPERTY (THB mn) 2Q 2017/18 2Q 2016/17 %YoY 1Q 2017/18 % QoQ 1H 2017/18 1H 2016/17 %YoY Operating Revenue 159 142 12% 146 9% 306 284 8% Costs of revenue 108 88 22% 95 14% 203 179 13% Gross profit 51 54 (4)% 52 (1)% 103 105 (2)% Operating EBITDA (4) (5) (10)% (6) (26)% (10) (8) 32% Gross margin (%) 32.2% 37.8% 35.3% 33.7% 36.9% Operating EBITDA margin (%) (2.7)% (3.4)% (4.0)% (3.3)% (2.7)%

OPERATING REVENUE BREAKDOWN

2Q 2017/18

NOTE: Property revenue excludes share of profit/(loss) from investment in BTS-SIRI JVs, U City and Bayswater.

9

Property

BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance

331 161 171 142 142 147 186 146 159

2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18

Operating revenue Proceeds from land sale

  • Operating revenue was THB 159mn, increasing 12% YoY due to the
  • verall improvement in the operating performance of our

commercial properties

  • Residential property revenue increased by THB 9mn or 131% YoY

to THB 15mn from higher housing unit sales

  • Commercial property revenue rose by 6% YoY or THB 9mn to THB

144mn mainly from improving overall hotel performance

  • Operating costs increased by THB 20mn or 22% YoY to THB 108mn

and in-line with the increase in revenue

  • Share of net profit from BTS-SIRI (THB 190mn), mainly from 39%

transferred units in The Line Jatujak - Mochit

  • Share of loss from U City (THB 336mn) mainly from the impairment
  • f Avani Khon Kaen Hotel and Convention Center
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prepared by Investor Relations department BTS Group Holdings PCL

Cash 31 Mar 17: THB 15.09bn 30 Sep 17: THB 9.03bn Current Investments 31 Mar 17: THB 6.24bn 30 Sep 17: THB 7.22bn Long-Term Investments 31 Mar 17: THB 13.52bn 30 Sep 17: THB 15.75bn Gross Debt 31 Mar 17: THB 38.31bn 30 Sep 17: THB 44.49bn Adjusted Net Debt* 31 Mar 17: THB 6.19bn 30 Sep 17: THB 14.01bn ***** Issued Ordinary Shares 31 Mar 17: 11,935.0mn 30 Sep 17: 11,940.4mn

72% 28% 22% 78% 25% 46% 30% 48% 20% 32% 2Q 2017/18: 0.97x 2Q 2016/17: 0.31x

Gross Debt to Equity

2Q 2017/18: 0.30x 2Q 2016/17: 0.01x

Adjusted Net Debt* to Equity

2Q 2017/18: 4.05x 2Q 2016/17: 0.16x

Adjusted Net Debt* to Operating EBITDA

2Q 2017/18: 2.75x 2Q 2016/17: 6.95x

Interest Coverage

2Q 2017/18: 0.91x 2Q 2016/17: 0.58x

Current Ratio

ASSET BREAKDOWN (THB MN) LIABILITIES AND EQUITY BREAKDOWN (THB MN) KEY RATIOS

10 BTS Group Earnings Presentation Section 1: BTSG 2Q 2017/18 Financial Performance

Balance Sheet

*Adjusted Net Debt = Interest Bearing Debt - Cash and Cash Equivalent and Liquid Investment

67,351 78,296 26,301 22,597

31-Mar-17 30-Sep-17 Total current assets Total non-current assets

93,651 100,893 45,182 46,000 29,833 29,936 18,636 24,957

31-Mar-17 30-Sep-17 Total current liabilities Total non-current liabilities Total shareholders' equity

100,893 93,651

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Agenda

Section

1

BTSG 2Q 2017/18 FINANCIAL PERFORMANCE

Section

2

Section

3

BUSINESS UPDATES BTSGIF 2Q 2017/18 FINANCIAL PERFORMANCE (separate presentation)

APPENDICES

BTS Group Earnings Presentation 11

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prepared by Investor Relations department BTS Group Holdings PCL

HISTORICAL AVERAGE FARE & % GROWTH HISTORICAL RIDERSHIP & % GROWTH

12

Mass Transit Update

Core Network Ridership

BTS Group Earnings Presentation Section 2: Business Update

  • Quarterly ridership = 62.2mn trips, +0.8% YoY, +7.1% QoQ
  • Quarterly average fare = THB 27.8/trip, -0.2% YoY, -0.6% QoQ
  • Quarterly average weekday ridership = 756,898, +1.1% YoY
  • 1H 17/18 ridership = 120.2mn trips, +1.7% YoY
  • 1H 17/18 average fare = THB 27.8/trip, -0.4% YoY

2Q 17/18

  • Ridership: increasing 0.8% YoY, +7.1% QoQ

The ridership considerably increased QoQ mainly from more weekdays this quarter (more holidays last quarter such as Song Kran Festival, National Labor Day)

61.7 59.8 60.1 58.0 62.2 5.5% 1.2% 1.7% 2.8% 0.8% 9.3%

  • 3.1%

0.5%

  • 3.4%

7.1%

  • 50.0%
0.0% 53.0 58.0 63.0

2Q 2016/17 3Q 2016/17 4Q 2016/17 1Q 2017/18 2Q 2017/18

Ridership (mn trips) Passenger Growth (YoY) Passenger Growth (QoQ)

27.8 27.8 27.9 27.9 27.8 1.6%

  • 0.3%
  • 0.3%
  • 0.6%
  • 0.2%
  • 1.0%
  • 0.2%

0.4% 0.3%

  • 0.6%
25.0 30.0

2Q 2016/17 3Q 2016/17 4Q 2016/17 1Q 2017/18 2Q 2017/18

Average Fare (THB/trip) Average Fare Growth (YoY) Average Fare Growth (QoQ)

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prepared by Investor Relations department BTS Group Holdings PCL

13 BTS Group Earnings Presentation Section 2: Business Update

Mass Transit Update

Fare Increase in the Core Network – Effective 1 October 2017

15.0 22.0 25.0 28.0 31.0 34.0 37.0 42.0 20.1 26.8 33.5 40.2 46.9 53.6 60.3 16.0 23.0 26.0 30.0 33.0 37.0 40.0 44.0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

SINGLE JOURNEY TICKET (SJT): 35% OF TICKET TYPES

Number

  • f

Station 0-1 2 3 4 5 6 7 ≥ 8 Present 15 22 25 28 31 34 37 42 1 Oct 17 16 23 26 30 33 37 40 44

RABBIT SENIOR

Number

  • f

Station 0-1 2 3 4 5 6 7 ≥ 8 Present 7 11 13 14 16 17 19 21 1 Oct 17 8 12 13 15 17 19 20 22

  • Fare of SJT, Rabbit monthly pass and Rabbit senior tickets in the Core Network will be increased from 1 October 2017 onwards
  • For Rabbit Purse Card (Stored Value Card: STV), the fare will remain as the previous effective fare of THB 15 - 42 until 31 March 2018
  • Expected FY 2017/18 average fare increased by 2% to THB 28.5 per trip

RABBIT MONTLY PASS ADULT: 28% OF TICKET TYPES

Present THB/Trip 1 Oct 17 @THB/Trip 15 Trips 450 30 465 31 25 Trips 700 28 725 29 40 Trips 1,040 26 1,080 27 50 Trips 1,250 25 1,300 26

RABBIT MONTLY PASS STUDENT: 6% OF TICKET TYPES

Present THB/Trip 1 Oct 17 @THB/Trip 15 Trips 345 23 360 24 25 Trips 525 21 550 22 40 Trips 760 19 800 20 50 Trips 900 18 950 19

AUTHORISED FARE (APR 2013) NEW EFFECTIVE FARE (OCT 2017) PREVIOUS EFFECTIVE FARE (JUN 2013) FARE PRICE (THB) POTENTIAL FARE UPSIDE

  • NO. OF STATIONS
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prepared by Investor Relations department BTS Group Holdings PCL

SOUTHERN GREEN LINE EXT. (BEARING – SAMUTPRAKARN) 12.6KM, 9 STATIONS MAR 2012 Civil works start MAR 2016 MOU between MRTA & BMA signed APR 2017 1st station Opened (E15 - Samrong Station) Targeted full operation

2012 2016 2017 2018

14 BTS Group Earnings Presentation Section 2: Business Update

Mass Transit Update

Progress of BTS recently-awarded Lines

MAR 2017 Finalised O&M contract NORTHERN GREEN LINE EXT. MO CHIT – KHU KHOT 18.2KM, 16 STATIONS MID 2015 Civil works start MAR 2016 MOU between MRTA & BMA signed MAR 2019 Targeted 1st station open (N9 - Ladphrao Intersection Station) Targeted full operation

2015 2016 2017 2020

MAR 2017 Finalised O&M contract

2019 2017

NOV 2016 BSR JV (BTS Group, STEC and RATCH) submitted a tender offer of the Pink and the Yellow lines MAY 2017 The Cabinet approved the Pink and the Yellow Line APR 2021 Targeted full operation for both lines

2016 2021 2017

JUN 2017 Contracts signed for both lines

2017

JAN 2018 Expected construction begins

2018

PINK AND YELLOW LINES KHAE RAI – MIN BURI AND LAD PRAO – SAM RONG 64.9KM, 53 STATIONS

  • E&M work is in progress
  • Expected 1st train delivery by May 2018
  • Civil work 49% completion (MRTA, Oct 17)
  • E&M work is in progress
  • Required land hand over from MRTA is in

progress (expected completion in Dec 2017)

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prepared by Investor Relations department BTS Group Holdings PCL

3 November 2016: BTSC was approved by the Securities and Exchange Commission, Thailand (SEC) to issue up to THB 22,000mn senior unsecured

  • debentures. The bonds will be issued in four tranches due in 2019, 2021,

2023, and 2026.

Tenor Amount up to Coupon Rate 3-year THB 5.5bn 2.46% 5-year THB 2.2bn 2.85% 7-year THB 4.1bn 3.30% 10-year (NC5) THB 10.2bn 3.87% Total THB 22bn 3.31% (average) Amount up to THB 22bn Tenor 3, 5, 7, 10 years (NC5) Rating A / Stable by Fitch and TRIS Rationale Purchase new rolling stocks and electrical and mechanical system (E&M) for the Northern and Southern Green Line extensions Issuance Date 10 November 2016

15

Mass Transit Update

CAPEX for newly-awarded lines - secured by debt financing

NEW GREEN LINE EXTENSIONS PINK AND YELLOW LINES

10 October 2017: BSR JV signed the syndicated loan agreement between Bangkok Bank, Siam Commercial Bank and Krungthai Bank at a total value of up to THB 63.4bn.

Credit Facilities Total of THB 63.36bn

  • THB 31.68bn for Pink Line
  • THB 31.68bn for Yellow Line

Syndicate Banks Bangkok Bank, Krung Thai Bank, Siam Commercial Bank Loan Term 17 years and 3 months spread across 15 payments starting from first operation date Rationale Financing of both Pink and Yellow lines

BTS Group Earnings Presentation Section 2: Business Update

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prepared by Investor Relations department BTS Group Holdings PCL

16 BTS Group Earnings Presentation Section 2: Business Update

Media Update

6 months VGI Group’s key developments

TRANSIT: Bangkok’s Network

  • OPPO brand at Mo Chit, Ploenchit and Saladang
  • AEON brand at Asok
  • COMICO brand at Victory Monument
  • Aquarius at Chong Nonsi

Malaysia’s Network

  • >200,000 ridership in SBK Line
  • Media on 2 stations and 15 trains

OFFICE:

  • Total 170 office buildings (1,309 digital screens)
  • 8 new office contracts / 10 target buildings

OUTDOOR: • Fully operated 21 digital screens / 51 target screens RABBIT:

  • 8.1mn cardholders
  • 4,400 retail points
  • 133 brand partners
  • 2.4mn Rabbit LinePay users
  • 425 merchants
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prepared by Investor Relations department BTS Group Holdings PCL

74.4% 80.5% 81.8% 82.9% 76.3% 83.4% 76.6% 79.3% 71.4% 83.0%

1Q 15/16 2Q 15/16 3Q 15/16 4Q 15/16 1Q 16/17 2Q 16/17 3Q 16/17 4Q 16/17 1Q 17/18 2Q 17/18

BTS-Sansiri JV THB 13.8bn

HOTEL REVPAR AND OCCUPANCY HISTORICAL HOTEL OCCUPANCY

Others 26% U-Hotels 46% Thana City Golf 28% Total Book Value as of 30 Sep 17: THB 37.7bn 17 BTS Group Earnings Presentation Section 2: Business Update

Property Update

BTS Group property breakdown

PROPERTY BOOK VALUE BREAKDOWN COMMERCIAL PROPERTY REVENUE BREAKDOWN COMMERCIAL PROPERTY

Bayswater JV THB 4.3bn Residential THB 0.5bn

* Adjusted for equity stake

2,528 1,457 2,349 2,138

85.1% 79.7% 83.9% 83.0%

0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0%
  • 500
1,000 1,500 2,000 2,500 3,000

U Chiang Mai U Inchantree U Sathorn Blended

RevPar (THB per night) Occupancy Rate

2Q 17/18 Commercial Property Revenue:

THB 144mn

Keystone JV THB 0.8bn Commercial THB 4.5bn Land Bank THB 1.8bn U City THB 12.0bn

1% 12% 5% 32% 11% 2% 37%

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prepared by Investor Relations department BTS Group Holdings PCL

Property Update

Rationale - U City is positioned as the dedicated BTS Group property vehicle

  • Unclear segregation of property business (and in some case conflict of

interest) between BTS Group and U City and inefficient resource allocation

  • U City has limited growth opportunities and limited residential opportunities

CURRENT SITUATION U City Capital Increase Entire Business Transfer (EBT)

  • f Unicorn Enterprises (UE)

Disposal of U City Assets

U City becomes the dedicated property development and investment vehicle for BTSG

  • As U City’s current property business is limited to hotels and office rental,

new assets to be acquired from Unicorn will allow U City to expand its revenue stream and serve larger base of customers More efficient resource allocation and better management of property business

  • Consolidation of property opportunities in one vehicle allows for higher

efficiency and economies of scale in each business

KEY RESTRUCTURING TRANSACTION: BENEFIT TO BTSG & U CITY

UNICORN ENTERPRISE (UNICORN OR UE) Property for sale (mostly sold out) Property-related services Hospitality Land banks Joint venture i.e. JV Sansiri, International school, AHS Projects and land banks under study Hospitality Other assets

100% 35.64%

1

18

2 3

“U City becomes the dedicated property vehicle for BTS Group” OBJECTIVE: OUR ACTION

To eliminate potential conflict between U City and BTSG property business

  • Unicorn will discontinue its business, dissolve and liquidate after the EBT
  • BTSG will grant ROFR, Call Option and Management Agreement and/or

Sales Agency Agreement to U City on assets remaining at BTSG Office buildings Office buildings

“Expected gain to BTS Group from restructuring transaction is approx. THB 2,000mn (after elim) upon transaction completion in 4Q 2017/18”

BTS Group Earnings Presentation Section 2: Business Update

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prepared by Investor Relations department BTS Group Holdings PCL

  • Hotel
  • Condominium
  • Some land bank

UE Entire Business Transfer (EBT) U City Capital Increase U City Asset Divestment

*Assets to be divested (value of approx. THB 3bn)

  • Anantara Chiang Mai Resort and Spa
  • AVANI Khon Kaen Hotel & Convention Centre
  • Anantara Chiang Mai Serviced Suites
  • Park Aran Boulevard Commercial Building Project
  • Park Ramindra Condominium
  • Land banks in Charansanitwong & Chonburi
  • Land in Nakhon Ratchasima
  • Phaya Thai Project
  • Mochit Project
  • Land banks

Projects and land banks under study Hospitality

  • Hotel and hotel

management

  • Office rental

Property for sale* Assets from EBT

  • Subsidiary shares
  • Joint venture shares

UE to transfer all selected assets and shareholder loans to U City in exchange for new shares (and warrants) in U City

  • Assets value: THB 12,917mn (as of 30 Jun 2017)
  • BTSG loan: THB 10,745mn (as of 30 Jun 2017)
  • Value of preferred shares issued to UE (PP): THB

2,172mn 35.64%

UE

100%

1 EBT

  • Subsidiary shares in

companies

  • Joint venture shares

i.e. JV Sansiri, International school, AHS

Preferred shares issued to UE (PP)

U City plans to repay all shareholder loan from BTSG (from EBT) with proceeds from capital increase

  • Private Placement (PP) – Preferred shares and warrants

PP to Bangkok Bank (Strategic investor)

  • Right Offering (RO) – Preferred shares and warrants RO

to all shareholders including strategic investor 35.64%

Strategic Investor U City Shareholder RO

  • PP
  • RO

#1 and #2 will be conditional upon each other

2

RO

3

Note: - Certain assets under UE that will not be transferred to U City but will be transferred to BTSG prior to the transaction

  • To ensure sufficient funding, U City is currently securing bank facility in case of proceeds from PP and RO are lower than shareholder loans

19

Property Update

Restructuring transaction structure

voluntarily propose to shareholder for approval

Repayment of SH Loan BTS Group Earnings Presentation Section 2: Business Update

slide-20
SLIDE 20

prepared by Investor Relations department BTS Group Holdings PCL

Property Update

Key dates of restructuring transaction

UE Entire Business Transfer (EBT) U City Capital Increase U City Asset Divestment

30 Oct 2017 Execute EBT Agreement 15 Nov 2017 U City EGM record date 4 Jan 2018 U City EGM for SHD approval 14 Mar 2018 EBT completion date 30 Oct 2017 Execute EBT Agreement 15 Nov 2017 U City EGM record date 4 Jan 2018 U City EGM for SHD approval 22 Jan 2018 BBL PP subscription date 26 Jan 2018 RO record date 5 – 9 Mar 2018 RO subscription period 14 Mar 2018 EBT completion date 16 Mar 2018 PP & RO warrants issuance date Preferred shares start trading on SET 15 Nov 2017 U City EGM record date 4 Jan 2018 U City EGM for SHD approval To be completed within end 2018 Execute asset divestment 20 BTS Group Earnings Presentation Section 2: Business Update

slide-21
SLIDE 21

prepared by Investor Relations department BTS Group Holdings PCL

21 BTS Group Earnings Presentation Section 2: Business Update

Property Update

BTS-SIRI JV Project: The Line Jatujak – Mochit 39% Transferred

Project Name The Line Jatujak – Mochit Presale Period May 2015 Project Value (THB mn) 5,813 Units 841

  • Avg. price per

sqm (THB) 181k Sold 97% Construction Progress 100% Transfer Start Sep 2017

  • Est. Transfer

Completion May 2018 Foreign Participation 14%

THE LINE JATUJAK – MOCHIT

Backlog THB 2,134mn THB 3,519mn Transferred

Source: www.dotproperty.co.th

slide-22
SLIDE 22

prepared by Investor Relations department BTS Group Holdings PCL

Services Update

Man Food Holdings - JV between BTSG, Chef Man and Bangkok Ranch (BR)

  • On 4 August 17, Chef Man added a new strategic JV partner, Bangkok Ranch (BR), a listed and leading purveyor of duck meat through a capital increase
  • BR’s extensive food processing expertise will enable Chef Man to scale-up its business domestically and internationally
  • Currently, BR injected its investment which made shareholding in Man Food Holdings (MFH) be 41% : 41% : 18% between BTS Group : BR : Chef Man (BTS

Group and BR have an option to increase stake up to 42.5% in Man Food Holdings. Expected final shareholding in Man Food Holdings of 42.5% : 42.5% : 15% between BTS Group : BR : Chef Man)

  • Since 4 August 2017, four ChefMan Group’s subsidiaries performances (MK, PK, KMJ and LC) were no longer be consolidated but treated as “share of net

profit/ (loss) from investment in Joint venture (MFH)” instead.

  • In 2Q 2017/18, THB 251mn gain was recognised from the changes in status from Chef Man Group’s subsidiaries to jointly control entities under MFH.

69%

BTSG

PK MK LC

70% 100% Chair Man (quick dining)

  • Chef Man (original)
  • Man Kitchen (buffet)

M Krub (fine dining)

ChefMan

30%

Others

31%

KMJ

Round Table (quick dining) 51%

MFP

100% Factory

PRE-TRANSACTION

100%

LC

100%

ChefMan

50%

PK

41%

MFP

18%

CURRENT STRUCTURE

BR BTSG

KMJ Man Food Holdings (MFH)

41% 69%

MK

100%

Subsidiary JV

22 BTS Group Earnings Presentation Section 2: Business Update

slide-23
SLIDE 23

Agenda

Section

1

BTSG 2Q 2017/18 FINANCIAL PERFORMANCE

Section

2

Section

3

BUSINESS UPDATES BTSGIF 2Q 2017/18 FINANCIAL PERFORMANCE (separate presentation)

APPENDICES

BTS Group Earnings Presentation 23

slide-24
SLIDE 24

prepared by Investor Relations department BTS Group Holdings PCL LINE ROUTE AUTHORISING BODY TARGETED OPERATE YEAR CONSTRUCTION PROGRESS

  • No. of station

DISTANCE (KM)

BLUE HUA LAMPHONG - BANG KHAE MRTA 2020 UNDER CONSTRUCTION 11 14.0 BLUE BANG SUE - THA PRA MRTA 2020 UNDER CONSTRUCTION 9 13.0 BLUE BANG KHAE - BHUDHAMONTHON 4 MRTA 2021 4 8.0 PURPLE (SOUTHERN) TAO POON - RAT BURANA MRTA 2022 17 23.6 GREEN (SOUTHERN) BEARING - SAMUT PRAKARN BMA 2018 UNDER CONSTRUCTION 9 12.6 GREEN (NORTHERN) MO CHIT - KHU KHOT BMA 2020 UNDER CONSTRUCTION 16 18.2 PINK KHAE RAI – MIN BURI MRTA Early 2021 30 34.5 YELLOW LAD PRAO – SAM RONG MRTA Early 2021 23 30.4 GOLD (PHASE I) KRUNG THON BURI – KLONG SAN BMA 2019 3 1.7 GREEN EXT. (WESTERN) BANG WA - TALING CHAN 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 ORANGE (EASTERN) THAILAND CULTURAL CENTER - MIN BURI MRTA 2023 UNDER CONSTRUCTION 17 22.6 ORANGE (WESTERN) TALING CHAN - THAILAND CULTURAL CENTER MRTA 2023 12 17.0 DARK RED BANG SUE - RANGSIT SRT 2021 UNDER CONSTRUCTION 8 26.3 GREEN EXT. (NORTHERN) KHU KHOT - LUMLUKKA MRTA 2021 4 7.0 GREEN EXT. (SOUTHERN) SAMUT PRAKARN - BANGPU MRTA 2021 4 7.0 DARK RED BANG SUE – HUA LUM PHONG SRT 2020 5 6.5 LIGHT RED BANG SUE – PHAYATHAI – MAKKASAN – HUAMAK SRT 2020 9 19.0

TOTAL (KM) 303.0

303.0KM ONGOING PROJECTS PRIORITISED BY THE GOVERNMENT IN 6 YRS, 104.9KM UNDER CONSTRUCTION

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

82.9km

Mass Transit Update

Focused on new 6 lines; total length of 82.9km

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 Earnings Presentation Appendix

slide-25
SLIDE 25

prepared by Investor Relations department BTS Group Holdings PCL

25

CURRENT STATUS: Awaiting EIA approval and cabinet’s approval (The route already includes in the master plan and approved by CMLT/BMC) 2017 Expected bidding/ award 2022 Target operation year 2022 Target operation year LRT (18.3km) GREY PHASE I (16.3km) WESTERN GREEN (7km) 2020 Target operation year 2018 Expected O&M award CURRENT STATUS: Awaiting EIA approval and cabinet’s acknowledgment (The route already includes in the master plan and approved by CMLT/BMC) 2018 Expected bidding CURRENT STATUS: Awaiting EIA approval, BMC approval (CMLT already approved in the principle) ORANGE (39.6km) 2017 Target civil work (phase II – West) open bid CURRENT STATUS: Civil work (phase I - East) Bidding process - Done) MID 2018 Target concession bidding GOLD (2.7km) 2023 Target operation year 2017 Expected O&M award CURRENT STATUS: KT is proactively finding contractor and operator

Mass Transit Update

Progress of Other Targeted Lines

2019 Target operation year

BTS Group Earnings Presentation Appendix

slide-26
SLIDE 26

prepared by Investor Relations department BTS Group Holdings PCL

26

BTS Group Update

Share of Income / (Loss) from Investments in JV & Associates

BTS Group Earnings Presentation Appendix

Amount (THB mn) 2Q 2017/18 2Q 2016/17

Share of income/ (loss) from investments in joint ventures ATS (AEON-rabbit) 5.9 3.4 Bayswater (10.5) (32.0) BTS-SIRI JV Projects 189.6 (28.3) Man Food Holdings (0.4)

  • Keystone Estate and Keystone Management

0.6

  • Rabbit LINE Pay

(20.3) (9.3) Total 164.8 (66.3) Share of income/ (loss) from investments in associates Absolute Hotel Services (AHS) 1.8 1.5 Aero Media 2.0 0.1 BTSGIF 246.6 199.0 Demo Power 3.4

  • MACO’s associates

1.7 1.5 U City (335.9) (26.6) Total (80.5) 175.5

slide-27
SLIDE 27

prepared by Investor Relations department BTS Group Holdings PCL

50% 51% Bayswater Co., Ltd.

BTS Group Holdings PCL

BTS Rail Mass Transit Growth Infrastructure Fund (BTSGIF) 97.46% Yongsu Co., Ltd. The Community One Co., Ltd. 100% Bangkok Mass Transit System PCL (BTSC) 20.57%

MEDIA BUSINESS

41% Kanjanapas Family1 32% Institutional Investors 27% Individual Investors 35.64%

PROPERTY BUSINESS

VGI Advertising Media Co., Ltd. 100% 888 Media Co., Ltd. 100% 100% Master Ad PCL 30.69% Aero Media Group Co., Ltd. 30% VGI Global Media PCL (VGI) 2 Point of View (POV) Media Group 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% Rabbit Rewards Co., Ltd. 100% KMJ Co., Ltd. 100% BSS Holdings Co., Ltd. 90% 51% ATS Rabbit Special Purpose Vehicle Co., Ltd. Little Corner Co., Ltd. 69% Man Food Holdings Co., Ltd. 41% HHT Construction Co., Ltd.3 90% Bangkok Smartcard System Co., Ltd. The Community Two Co., Ltd. 100% 100% Kingkaew Assets Co., Ltd Man Kitchen Co., Ltd. Man Food Products Co., Ltd. Bangkok Payment Solutions Co., Ltd. 60% Listed entities Subsidiaries Associates LEGEND JVs 40% Demo Power (Thailand) Co., Ltd. 49% 49% 100% VGI Global Media (Malaysia) Sdn Bhd The ICON VGI Co., Ltd. 25% 100% RB Services Co., Ltd. U City PCL Northern Bangkok Monorail Co., Ltd. Eastern Bangkok Monorail Co., Ltd. 75% 75% 4.73% Primary Kitchen Co., Ltd. 100% 100% 51% 100% 51% 50%

Post-restructuring : BTS Organisation Chart

U City becomes the dedicated vehicle for BTS Group property development

27

DNAL Co., Ltd. 100%

1 Information based on book closure date on 4 Aug 17 with total issued shares = 11,940.4mn shares 2 BTSG holds 71.6% of VGI indirectly and directly 3 Revenue from the Company recorded under Services BU

BTS Group Earnings Presentation Appendix

slide-28
SLIDE 28

prepared by Investor Relations department BTS Group Holdings PCL

Post-restructuring: U City Organisation Chart

An integrated property developer along mass transit lines

Project Green Co., Ltd BTS Assets Co., Ltd Lombard Estate Holdings Limited Thirty Three Gracechurch 1 Limited Thirty Three Gracechurch 2 Limited Vienna House Capital GmbH LH Unit Trust Underwood Street Limited PrannaKiri Assets Co., Ltd Siam Paging and Communication Co., Ltd Tanayong Food and Beverage Co., Ltd BTS Land Co., Ltd Mak8 Co., Ltd Nine Square Co., Ltd Unison One Co., Ltd Absolute Hotel Services Co., Ltd BTS Sansiri Holding One Co., Ltd Tanayong Property Management Co., Ltd BTS Sansiri Holding Two Co., Ltd Thana City Golf & Sports Club Co., Ltd BTS Sansiri Holding Three Co., Ltd Muangthong Assets Co., Ltd BTS Sansiri Holding Four Co., Ltd BTS Sansiri Holding Fourteen Co., Ltd Keystone Estate Co., Ltd BTS Sansiri Holding Five Co., Ltd BTS Sansiri Holding Fifteen Co., Ltd BTS Sansiri Holding Seven Co., Ltd BTS Sansiri Holding Seventeen Co., Ltd BTS Sansiri Holding Eight Co., Ltd BTS Sansiri Holding Eighteen Co., Ltd Ratburana Property Co., Ltd BTS Sansiri Holding Six Co., Ltd BTS Sansiri Holding Sixteen Co., Ltd Keystone Management Co., Ltd BTS Sansiri Holding Nine Co., Ltd BTS Sansiri Holding Nineteen Co., Ltd Nuvo Line Agency Co., Ltd. BTS Sansiri Holding Twenty Co., Ltd BTS Sansiri Holding Twenty One Co., Ltd BTS Sansiri Holding Eleven Co., Ltd BTS Sansiri Holding Twenty Two Co., Ltd Prime Area 38 Co., Ltd BTS Sansiri Holding Twelve Co., Ltd Absolute Hotel Services (HK) Ltd 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 100% 100% 50% 100% 100% 50% 50% 100% 100% 100% 100% 100% 75.47% 71.6% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Natural Hotel Panwa Co., Ltd Kamkoong Property Co., Ltd 100% 100% Natural Hotel Sukhumvit Co., Ltd Natural Park Ville Co., Ltd Natural Real Estate Co., Ltd 100% Richee Property Co., Ltd 100% Park Gourmet Co., Ltd 100% Park Opera Co., Ltd 100% 100% 100% 35.64% Hotel Office Alternative Residential Former UE subsidiaries and associates

U City PCL

28

Tanayong Hong Kong Ltd.

12.26% 100%

BTS Group Earnings Presentation Appendix

slide-29
SLIDE 29

prepared by Investor Relations department BTS Group Holdings PCL

Property Restructuring

Preferred Shares Terms: 7% dividend yield committed over 5 years

TYPE preferred shares with specified dividend ISSUE DATE 5 March 2018 SPECIFIED DIVIDEND THB 0.0022 per share per calendar year DIVIDEND ENTITLEMENT for 5 years at dividend rate dividend accumulates at the difference between specified dividend and actual dividend paid until fully paid VOTING RIGHTS 1 share : 1 vote after full payment of cumulative dividend or after 31 December 2027; 10 shares : 1 vote CONVERSION RIGHTS after 31 December 2022 preferred shares are convertible to ordinary shares on quarterly basis CONVERSION RATIO 1 preferred shares : 1 ordinary share ALLOCATION to existing shareholders at the ratio of 5 existing shares : 4 new preferred shares

  • NO. ISSUED SHARES

up to 571,241,855,310 shares of which:

  • up to 28,937,500,000 (offered to BBL)
  • up to 472,239,839,180 (offered to existing shareholders)
  • up to 70,064,516,130 (offered to UE)

29 BTS Group Earnings Presentation Appendix

slide-30
SLIDE 30

prepared by Investor Relations department BTS Group Holdings PCL

Property Restructuring

U-W3 & U-W4 Warrants Terms: Sweetener for preferred share issue

TICKER U-W3 U-W4 TERMS 5 years 5 years ISSUE DATE upon completion of preferred shares offering upon completion of preferred shares offering EXPIRY DATE 2023 2023 EXERCISE PERIOD 1 years from issuance date on a quarterly basis 1 years from issuance date on a quarterly basis EXERCISE RATIO 1 warrant : 1 ordinary share 1 warrant : 1 ordinary share EXERCISE PRICE THB 0.05 THB 0.06 ALLOCATION to preference shareholders at the ratio of 2 preferred shares : 1 warrant to preference shareholders at the ratio of 2 preferred shares : 1 warrant

  • NO. ISSUED WARRANTS

up to 49,501,008,065 warrants up to 236,119,919,590 warrants WARRANT PRICE

  • TRADEABLE ON SET

No Yes EXPECTED MAXIMUM PROCEEDS THB 2,475.1mn THB 14,167.2mn 30 BTS Group Earnings Presentation Appendix