BTS Group Holdings PCL August 2011 Sector 1 Disclaimer This - - PowerPoint PPT Presentation

BTS Group Holdings PCL

August 2011

1 Sector

Disclaimer

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 or analyst. BTSG does not monitor or control the content of third party opinion or statements and does not endorse or accept any responsibility for the content or the use of any such opinion or statements. Thus, BTSG assumes no responsibility and makes no representations with respect to the accuracy and/or completeness of the information described herein. None of BTSG or any of its agents, or all

• f their respective affiliates, or representatives shall have any liability (in negligence or otherwise) for any loss

howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. 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

• therwise.

2 BTS Group Holdings PCL

Agenda

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 3 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

BTS Group Overview Mass Transit Media

Revenue contribution

65.50%

Revenue contribution

23.24%

Historical revenues(2) 2010/11 revenues(1)

3,221 3,288 3,680 3,861 07/08 08/09 09/10 10/11 Mass Transit Revenue (THB mn) 850 977 1,138 1,370 Media Revenue (THB mn)

4

Property Services

23.24%

Revenue contribution cc9.54% Revenue contribution(3) cc1.71%

(1) 2010/11 ended March 2011 (2) Figures are calculated by combining revenues of each business without consideration of eliminating transactions of related parties in order to present performance of particular business unit. (3) Services revenue excludes revenue of Hip Hing Construction (Thailand) Co.,Ltd. as it is consolidated as cost of project under property business

Section 1: BTS Group Holdings PCL

07/08 08/09 09/10 10/11 1,160 799 1,059 563 07/08 08/09 09/10 10/11 Property Revenue (THB mn) 2 18 38 101 07/08 08/09 09/10 10/11 Services Revenue (THB mn)

Our 2011/12 Strategic Goal

144.5 145.2 167.0 2009/10 2010/11 2011/12F Ridership (mn passengers)

Ridership

15.0%

Media revenue

40.0%

As of 31 March 2011

1,100.2 1,369.9 1,920.0 2009/10 2010/11 2011/12F Media revenue (THB mn)

5 Section 1: BTS Group Holdings PCL

• New extension On Nut – Bearing
• Full year feeder effect from Airport Rail Link and BRT
• Full year operation of 12 new 4-car trains

Operational EBIT margin (%)

24.8%

• Economies of scale from scalable ridership
• Lower revenue contribution from NHA project (low EBIT margin)
• Lower maintenance cost from new signaling system

24.55% 24.61% 24.80% 2009/10 2010/11 2011/12F Operating EBIT margin (%)

• New sales floor advertising contracts from Tesco Lotus and BIG C
• New advertising space on BRT
• New advertising space on 12 new 4-car trains

CAPEX (include project development cost)

THB4.0bn

1,900 4,200 4,000 2009/10 2010/11 2011/12F CAPEX (THB mn)

• Mass transit: purchase new 35 C-car and upgrade signaling system
• Property: hotel at BTS Surasak and Abstracts Phahonyothin project
• Services: develop e-money service system with a common ticketing system

History and Shareholding Structure

Kanjanapas Family Others BTS GROUP

BTS Group History

1968 – Company established as Tanayong Co., Ltd. to operate in field Property Development 1991 – Tanayong is listed in the Stock Exchange of Thailand under Property Development section 1992 – Tanayong establishes a wholly-owned subsidiary Bangkok Transit System Corporation Ltd. (BTSC) which bids for and wins SkyTrain concession

Mass Transit(2) Media(2) Property(2) Services(2) (As of 5 July 2011) Institutional Investors (1)

96.4% 100.0% 100.0% 100.0% 41.9% 20.9% 37.2%

6 Section 1: BTS Group Holdings PCL

BTSC

1999 – Commercial operation of the BTS SkyTrain begins 2008 – BTSC exits court supervised rehabilitation procedure 2009 – BTSC expands into Media business through the acquisition

• f 100% of VGI Global Media

Co.,Ltd. 2010 – Tanayong acquires 94.6%

• f BTSC, returning Mass Transit
• perations to be the primary

business of the Company. The Company also changes its name to BTS Group Holdings Plc. and is re-categorised under the Transportation index of SET

VGI and its subsidiaries Thana City Golf & Sports Club Co., Ltd.

Hip Hing Construction (Thailand) Co., Ltd.

Absolute Hotel Services Co., Ltd. Bangkok Smartcard System Co. Ltd. BTS Land Co., Ltd. Nuvoline Agency Co., Ltd. BTS Assets Co., Ltd.

(1) Foreign institution and local institutions (2) Major subsidiaries only. Please see the full shareholding structure of the Company in the appendix 1 : Shareholding Structure

96.4% 100.0% 100.0% 100.0% 100.0% 100.0% 51.0% 50.0% 90.0%

Agenda

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 7 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

The Skytrain System

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

No revenue sharing or 30 years concession, Original Network

8 Section 2.1: Mass Transit Business

No revenue sharing or concession fees for BMA

Exclusive right to operate and retain all revenues from BTS Skytrain system, including fares and revenues from advertising and commercial areas

30 years concession, ending December 2029

First right to negotiate with BMA on the potential extension

BTSC operates the 2.2 km extension on S7 and S8

Appointed by Krungthep Thanakom to

• perate the extension and provide train and

customer services.

Silom Extension Operation fee of about THB 184.2 mn per year

Operation fee is subject to annual escalation and it agreed pricing is based on 28 months contract*.

Sukhumvit Extension New 5.3km On Nut - Bearing extension with THB 630 mn

• peration fee for the 1st year*

Appointed by Krungthep Thanakom. Operated since 12 August 2011.

* with the right to extend until the end of original network concession.

Historic ridership and fare box revenue

Average Ridership Per Week Day

December 1999,

• pening of service

2006,

coup and bomb in Bangkok

March 2007,

first fare rate increase

May 2009,

• pening of 2.2 km

Silom line Extension

April – May 2010,

Year End 31 Mar

Record monthly weekday ridership of 510,957 in June 2011 (Pax)

• 50,000

100,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 500,000

09/00 00/01 00/01 00/01 00/01 01/02 01/02 01/02 01/02 02/03 02/03 02/03 02/03 03/04 03/04 03/04 03/04 04/05 04/05 04/05 04/05 05/06 05/06 05/06 05/06 06/07 06/07 06/07 06/07 07/08 07/08 07/08 07/08 08/09 08/09 08/09 08/09 09/10 09/10 09/10 09/10 10/11 10/11 10/11 Q 10/11 11/12

9 April – May 2010,

political unrest in Bangkok

Annual Ridership (mn Pax) & Fare box Revenue (THB mn)

Section 2.1: Mass Transit Business

Year End 31 Mar

7.2% ridership growth

between Jun 09 – Mar 10 after

• pening of Silom extension on

May 2009

Consecutive growth

in farebox revenue every year since inception

Farebox revenue grew 5.2%

in 2008 although annual ridership dropped 3.9% thanks to increasing in fare price

4Q 09 1Q 00 2Q 00 3Q 00 4Q 00 1Q 01 2Q 01 3Q 01 4Q 01 1Q 02 2Q 02 3Q 02 4Q 02 1Q 03 2Q 03 3Q 03 4Q 03 1Q 04 2Q 04 3Q 04 4Q 04 1Q 05 2Q 05 3Q 05 4Q 05 1Q 06 2Q 06 3Q 06 4Q 06 1Q 07 2Q 07 3Q 07 4Q 07 1Q 08 2Q 08 3Q 08 4Q 08 1Q 09 2Q 09 3Q 09 4Q 09 1Q 10 2Q 10 3Q 10 4Q 10 1Q 11 18 59 79 96 105 118 132 139 133 136 144 145 477 1,419 1,780 2,122 2,294 2,573 2,817 3,066 3,224 3,292 3,485 3,545

• 500

• 20

40 60 80 100 120 140 160

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Ridership Farebox revenue

Fare Price Adjustment

Fare adjustment mechanism

• Effective fare can be adjusted every 18 months by

making announcement to BMA and public 30 days in advance.

• Normal adjustment - authorised fare is adjustable upon

change of CPI.

• Special adjustment - authorised fare is adjustable upon

change of CPI, USD/THB foreign exchange rate, interest rate or electricity costs subject to agreement with BMA.

Effective fare

(fare passengers pay)

Authorised fare

THB 15 THB 15 THB 40 THB 45

10

27.2 24.1 22.5 22.0 21.8 21.7 21.4 22.1 24.2 24.2 24.2 24.4 (Bt/pax)

Section 2.1: Mass Transit Business

Average fare per passenger

rate or electricity costs subject to agreement with BMA.

Ridership by ticket types (2010/11) Authorised fare

(maximum effective fare under concession agreement)

Increase minimum fare from THB 10 to THB 15 in March 2007

Single Journey Ticket 44.94% Stored value ticket 15.63% 30-day Smart Pass (Adult) 29.67% 30-day Smart Pass (Student) 8.80% One-day Pass 0.95%

Service Capability

Current Fleet - 2011

• 35 trains with 3 cars each (Sukhumvit line)
• 12 trains with 4 cars each (Silom line)

Signaling System Upgrade Change signaling system from Siemens to Bombardier with an investment of THB 1,649 mn Benefits

11 Section 2.1: Mass Transit Business

New Investment

• Euro 45.6 mn - purchaseof 35 additional

carriages ordered to lengthen existing 35 3-car trains Future Fleet - 2013

• 47 trains with 4 cars each

Benefits

• Reduce minimum headway from 2 minutes to

1.5 minutes

• Unlock a dependency on Siemens train to
• ther train manufacturers and increase

flexibility on network expansion

• Lower maintenance cost

105

2010

153

2011

188

2013

Number of carriages

79%

increasing in total carriage capacity from 2010 to 2013

> 11 years

new capacity can support ridership growth if no further expansion

Massive Growth of Rail Mass Transit Expansion Projects

495 km by 2029

12 Section 2.1: Mass Transit Business

Source: Office of Transportation and Traffic Policy and Planning

BTS SkyTrain network against future expansion

13 Section 2.1: Mass Transit Business

Mass Transit System Extension

Mass transit master plan in Bangkok Metropolitan region (M-MAP)*

2011-2014 Plan 190.1 km Expected Operating Date Status Airport Rail Link Phayathai – Suvarnabhumi 28.5 km

• Began service in August 2010

Dark Green Line On Nut – Bearing 5.3 km

• Began service on 12 August 2011

Light Green Line Saphan Taksin – Bangwa 5.3 km 2012 Under construction Dark Green Line Mo Chit – Saphan Mai 11.4 km 2015 Currently under going EIA Dark Green Line Bearing – Samut Prakan 12.8 km 2015 Civil work auction process Light Red Line Bang Sue – Taling Chan 15 km 2012 Under construction Light Red Line Bang Sue – Makkasan-Hua Mak 19 km 2016 Currently under going EIA

14 Section 2.1: Mass Transit Business

Light Red Line Bang Sue – Makkasan-Hua Mak 19 km 2016 Currently under going EIA Purple Line Bang Yai – Bang Sue 23 km 2014 Under construction Blue Line Bang Sue – Tha Pra 13.5 km 2015 Under construction Blue Line Hua Lamphong – Tha Pra –Bang Khae 13.5 km 2015 Under construction Red Line Bang Sue – Hua Lamphong 6.5 km 2016 Currently under going EIA Red Line Bang Sue – Rangsit – Thammasat University 36.3 km 2017 Civil work auction process

Length of Bangkok’s rail mass transit

79.0 km

current

235.8 km

2014

377 km

2019

495 km

2029

• LRT (Light rail train): Bang Na – Suvarnabhumi (18.6 km)
• LRT: BMA 2 –Rang Nam (5 km)
• LRT: Ramkhamhaneg – Thong Lo (11.1 km)
• Monorail: Samyan –Chula – Siam (6.7 km)
• Greenline skytrain extension: Sapanmai – Lumlukka (13.5 km)
• Greenline skytrain extension: Samutprakan – Bangpu (7.0 km)
• See appendix for a BMA announced mass transit map

Other Projects – Feeder for BTS System

*Plan approved by Office of Transport and Traffic Policy and Planning (OTP)

Mass Transit System Extension

Mochit – Sapanmai 12 stations, 12 km Under MRTA Approved by Cabinet Onnut – Bearing 5 stations, 5.3 km Under BMA Civil and E&M

Green Line Extension BRT (Bus Rapid Transit)

Sathorn – Ratchapreuk

Bus operation & station management contracts 7 year contract THB 535 mn bus operation and maintenance fee THB 737 mn station management fee Commenced operation on 29 May 2010 Connecting to BTS at Chong Nonsi station

15 Km, 12 stations

5,000 10,000 15,000 20,000 25,000 30,000

Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 Apr-11

Entry Exit

15

Wongwianyai - Bang wa 4 stations, 5.3 km Under BMA Civil and E&M works (except rolling stock) invested and to be completed by BMA Expected to begin operation at the end of 2012 Civil and E&M works invested and completed by BMA Began operation on 12 August 2011 Bearing-Samutprakan 9 stations, 13 km Under MRTA Approved by Cabinet

Section 2.1: Mass Transit Business

Ridership entry and exit at Chong Nonsi station

Connecting to BTS at Chong Nonsi station

Future BRT routes BRT: Mo Chit – Government Complex (14.0 km) BRT: Chong Nonsi – Prachauthit (23.0 km)

BRT ‘s debut operation

Agenda

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 16 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

114 307 570 560 820 1,120 708 981 956 1,360 1,755 2,254 85,602 89,839 92,035 89,488 90,217 101,032

• 20,000

40,000 60,000 80,000 100,000

• 500

1,000 1,500 2,000 2,500 3,000 2005 2006 2007 2008 2009 2010

Overview of Media Business

Thai Media market overview

TV, 60.1% In-store, 1.1% Radio, 6.1% Outdoor, 3.8% Newspaper, 14.8% Transit , 2.2% Magazines, 5.6% Cinema, 5.9% Internet, 0.3%

Historical Thai Ad expenditures (THB mn)

57.9% CAGR 26.1% CAGR 3.4% CAGR

(overall)

In-store media Transit media Total market

17 Section 2.2: Media Business

Media revenue by media type

48.6% 51.4% 48.7% 51.3%

Static Media Digital Media

2009/10 2010/11

In-store, 1.1%

VGI commands a majority market share

Source: The Nielsen Company (Thailand)

Dominant market share

61.0%

• f Transit media segment

65.8%

• f In- Store media segment

• Reach of approximately 500,000 – 600,000 persons/weekday, one of the highest

viewer exposure in out-of-home sector

Dominant Player in Out-of-Home Media

Nationwide Coverage of Over 10 mn People per Day, VGI’s 10/11 revenue growth is 24.5% VS Industry’s 12.0%

BTS System Advertising

17,000 sq.m. of Advertising area

Includes 6,000 static panels, 80

7,000 sq.m. of Retail space

• Pioneer of nationwide real time advertising controlled from a single central system
• Exclusive advertising and retail space concession from BTSC, the parent company

holding 100% in VGI

18 Section 2.2: Media Business Includes 6,000 static panels, 80 plasma screens, 918 in-train LCD screens and 47 train wraps 474 shops and 516 kiosks

Exclusive advertising business and retail space on BTS System

Dominant Player in Out-of-Home Media

Modern Trade Advertising Commercial Advertising

Leverage on expertise accumulated from operation in

SkyTrain

4-5 years exclusive license to manage certain advertising

space with first right to renew contracts

Managed to sign 2 new contracts with Tesco Lotus in FY

10/11;

• Tesco F.M.
• Sales floor display media

Foothold in Nationwide Modern Trade Branches which generate 75% of sales Expansion into Multimedia Channel with Acquisition

• f POV

Capture mid- to-high-income profile viewer base to access

larger base of advertising spending budget

Be the price setter in LCD digital signage network in Thailand Utilise the group’s unique distribution platform and sales

force to enhance POV operational performance 19 Section 2.2: Media Business

• Sales floor display media

204 233 555 640 69 70 42 45 171 184

Digital

416 LCD screens

In elevators or lobbies of 47 prime buildings in Bangkok

200,000

Viewers per day

Static

456+

Mini billboards Located in hundreds of retails and entertainment locations

2 mn+

Viewers per month

2010 Current

• No. of Outlets Contracted

Media Business Strategy

BTS Advertising

Direct beneficiary from mass transit network expansion

Capitalisation on BTSC Growth

12 new trains (48 cars) in service

Further exploitation of BTS advertising opportunities identifying new possible advertising areas on BTSC’s trains and stations Strengthen the dominant position in each of the market , becoming vendor-of-choice for out-of-home media Increasing bargaining power with clients with unmatched exposure to target audience Enhance competitiveness by close cooperation among business to provide unique product package, i.e. package bundling across 3 channels

Modern Trade Advertising

Deeper penetration in each branch

Static advertising contract in sales floor areas of Tesco Adverting contract in sales floor areas of BigC Identification of new possible adverting areas

Expansion with partner retailers nationwide

Expansion as partners open new branches

20 Section 2.2: Media Business

12 new trains (48 cars) in service 35 new cars ordered 79% increase from current fleet size 25 new buses BTS BRT

Growth opportunities from other mass transit expansion

5 new SkyTrain stations on Onnut – Bearing extension 12 BRT stations invested by BMA

VGI’s viewer base will expand with growth of passengers passing into BTS SkyTrain system, allowing for advertising rate increase Identification of new possible adverting areas

Cementing VGI’s foothold as the dominant player in modern trade advertising

Commercial Advertising

Economies of scale on system invested Cross-selling opportunities with mass transit advertising customers Creates higher barrier to entry

Leverage experience and expertise of VGI’s sales team

Expand LCD network through key’s office and commercial buildings in Bangkok area Utilise unique distribution platform and sales force to enhance performance

VGI’s financial performance (BTSG Consolidation)

Revenues by business unit Gross profits by business unit Historical revenues (Ending March) Historical EBITDA (Ending March)

(THB mn)

850 977 1,100 1,370 07/08 08/09 09/10 10/11

BTS related business, 77.4% Non-BTS related business, 22.6% BTS related business, 63.8% Non-BTS related business, 36.2%

2010/11 2009/2010

21

Gross profits by business unit Profitability ratios

Section 2.2: Media Business

Historical EBITDA (Ending March)

(THB mn)

2009/2010 2010/2011 BTS related business Non-BTS related business BTS related business Non-BTS related business Gross profit margin (%) 86.6% 10.6% 86.4% 26.1% EBITDA margin (%) 70.6% 17.4% 72.8% 23.2% Net operating income margin (%) 58.3% 3.3% 60.3% 10.0%

458 572 646 752 07/08 08/09 09/10 10/11

BTS related business, 96.6% Non-BTS related business, 3.4% BTS related business, 85.4% Non-BTS related business, 14.6%

2010/11 2009/2010

Agenda

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 22 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

Property development portfolio

Experiences in Previous Projects

Capitalizing on Experience and Core Competencies

Hotel Condominium

Land for Development Along Mass Transit Route 23 Section 2.3: Property Business

• Project

design and development

• Construction
• Project

management

• Operation

Apartments for Lease

• Property development along the mass transit route
• Emphasis of development of Abstracts Condominium projects
• Opportunistically and selectively invest and develop properties in
• ther locations

Long Term Vision

Abstracts Phahonyothin Park (Condominium)

Location: Phahonyothin Rd, North Bangkok, 250m from new BTS station Site area: 33,420 sqm (20-3-55 rai) Land tenure: Freehold # 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

Sales proceeds THB 1,500mn USD 58mn Debt Equity THB 3,000mn USD 61mn TDC: THB 8,500mn (USD 264mn)

Hotel at BTS Surasak Station, Bangkok

Location: Sathorn, Bangkok, direct access to BTS Surasak Site area: 3,928 sqm (2-1-57 rai) Land tenure: Freehold Size: 33 Floors, 427 rooms Total GFA: 38,280 sqm Total NLA 17,561 sqm

Project under development

24 Section 2.3: Property Business

Abstracts Sukhumvit 66/1 (Condominium)

Location: Sukhumvit 66/1 Rd, East Bangkok, 250m from new BTS Udomsuk Site area: 3,160 sqm (1-3-90 rai) Land tenure: Freehold Average sale price: 75,000 per sqm # Units GFA(sqm) NFA(sqm) The Moon 56 4,540 2,494 The Sun 56 4,540 2,494 Total 112 9,080 4,989

Sales proceeds THB 57mn USD 2mn Debt THB 125mn USD 4mn Equity THB 118mn USD 4mn TDC: THB 300mn (USD 9mn)

Average sale price: 75,000 per sqm

Debt THB 4,000mn USD 146mn Debt THB 1,800mn USD 55mn Equity THB1,400mn USD 42mn TDC: THB 3,200mn (USD 97mn)

Project under study

Abstracts Iconic Phayathai (Condominium) JJ Park (Mixed-Use Development)

Location: Phayathai Rd, next to BTS Phayathai station and airport rail link station Site area: 3,000 sqm (1-3-50 rai) Land tenure: Freehold Size: 413 units GFA: 30,000 sqm NFA: 15,764 sqm Average sale price: 125,000 per sqm Location: Phahonyothin Rd, direct access to BTS Mo Chit station Site area: 25,052 sqm (15-2-63.3 rai) Land tenure: Freehold Usage: Office tower, condominium, commercial GFA: 200,416 sqm NLA: 100,256 sqm

25 Section 2.3: Property Business

The Langham Phayathai (Luxury 5-Star hotel) The Langham Sukhumvit (Hotel and residence)

Average sale price: 125,000 per sqm Estimated TDC: THB 1,484mn (USD 48mn) Estimated TDC: THB 7,000mn (USD 212mn) Location: Phayathai Rd, next to BTS Phayathai station and airport rail link station Site area: 4,269 sqm (2-2-67.3 rai) Land tenure: Freehold Size: 36 Floors, 400 keys GFA: 42,690 sqm NFA: 20,325 sqm Expected Completion TBC Estimated TDC: THB 3,200mn (USD 97mn) Location: Sukhumvit Rd, direct access to BTS Nana station Site area: 5,479 sqm (3-1-70 rai) Land tenure: Freehold Size: Hotel: 34 Floors, 210 keys Residence: 128 rooms GFA: 54,790 sqm NFA: 30,745 sqm Expected Completion TBC Estimated TDC: THB 5,000mn (USD 152mn)

Agenda

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 26 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

Overview of Service Business

Bangkok Smart Card System

Aim to provide common ticketing system across network Mass Transit – BTSC, BMCL, BRT, etc. Retail, Service and Tourism sectors In the process of applying E-Money License from BOT Trial run in 3Q 11/12 Expected public launch in 4Q 11/12

1.5 million Absolute Hotel Services (AHS)

Partnership between BTS and experienced management team, whose track record include Four Seasons Samui and Chiang Rai, and JW Marriott Phuket and Bangkok Provide hospitality and consultancy services for hotel development across Asia Currently manages 3 to 4 star hotels under “U” and “Eastin” brands

potential card-base members upfront from BTSC and BMCL passengers

Number of hotels Number of rooms 22 1,840

51 4,405

27 Section 2.4: Services Business

Hip Hing (Thailand) Thana City Golf & Sport Club

Joint venture founded between BTS and Hip Hing, 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

Hong Kong Convention and Exhibition Centre HKSAR Tamar Project for HK Central Government MGM Grand Paradise Macau

Conveniently located 25 minutes from downtown Bangkok 18 hole , 6,966 yard, par 72 golf course designed by Greg Norman Thailand’s best practice facilities including a driving range and fully serviced golf academy providing golf lessons

from BTSC and BMCL passengers 2011 2013 under AHS management

Number of rooms 1,840

4,405

Agenda

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 28 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

Financial Performance

Revenue contribution by business unit

Consolidated financials (THB mn) 1Q 11/12 2010/11 2009/10 Total revenues 1,693 6,104 5,840 Operating Expenses 1,211 4,607 4,403 Non-recurring items 29 555 4,870 EBT 199.5 452 5,762 Net income(1) 136 285 5,397 Key financial ratios 1Q 11/12 2010/11 2009/10 Profitability ratios (%) Gross profit margin 48.3% 43.0% 41.9% SG&A to sales ratio 19.3% 20.4% 19.4% EBITDA margin 49.4% 47.5% 69.1% Operating EBIT margin(2) 30.2% 24.6% 24.6%

Mass transit 65.35% Media 19.54% Property 15.08% Services 0.03% Mass transit 65.50% Media 23.24% Property 9.54% Services 1.71%

2009/10

2010/11 29 Section 3: Financial Summary

(1) Net income attributable to equity holders of the parent (2) Calculation of Operating EBIT margin excludes gain on debt settlement, gain on deposit of assets as guarantee for debt settlement , gain on debt restructuring, reversal of allowance for loss on diminution in value of projects, reversal of allowance for impairment of assets, revenue from sale of rights of claim and loss (gain) on exchange. (3) EBITDA/finance cost (4) Based on share price of THB 0.70 as of 17 August 2011

Revenue comparison by business unit (THB mn)

Operating EBIT margin 30.2% 24.6% 24.6% EBT margin 11.3% 6.6% 53.4% Net profit margin 7.7% 5.1% 52.8% Leverage (Times) Total liability to total asset 0.42x 0.41x 0.61x Total liability to total equity 0.72x 0.69x 1.57x Net debt to equity 0.56x 0.55x 0.44x Net debt to EBITDA 5.79x 6.48x 1.42x Interest coverage(3) 1.56x 2.02x 13.65x Per share ratios (THB per share) Book value per share 0.43 0.68 0.43 Dividend yield (4)

• 5.1%
• 3,861

1,370 563 101 5,894 3,680 1,100 849 2 5,631 Mass transit Media Property Services Total 2010/11 2009/10

BTSG’s Capital Structure

Debt Information – As of 30 June 2011

Facility size (THB mn) Outstanding amount (THB mn) Interest Rate Maturity Date Term Short-term loans from financial institution 500 500 MLR Rolling 6 months Long-term loan facility Long term loan - Facility 1 1,800 1,107 MLR - 1.00% 30-Jun-18 96 months Long-term loan - Facility 2 65 51 MLR - 1.50% to MLR 31-Jul-16 96 months Long-term loan – Facility 3 2,300 950 MLR – 1.00% 31-Dec-15 60 months Long-term loan – Facility 4 2,500 219 MLR – 1.00% 28-Jan-14 36 months Long-term debentures 12,000 11,915 5.75% 21-Aug-16(1) 3,4,5,6, and 7 years

88% of total debt is fixed rate at an average cost of approximately 4.4% per annum

30 Section 3: Financial Summary

Amount (THB mn) Register Capital (77,219 mn shares @ THB 0.64) 49,420 Issued and paid-up (57,188 mn shares @ THB 0.64 ) 36,601 Others 2,756 Retained earnings (1,685) Total Shareholders’ Equity 37,672

Common Size Analysis Shareholders’ Equity

Long-term debentures 12,000 11,915 5.75% 21-Aug-16 3,4,5,6, and 7 years Convertible bonds 10,000 8,560 2.5%(2) 25-Jan-16 5 years Total Debt 26,665 23,302

Current liabilities Current Assets

90% 10% 58% 36% 6%

Equity Non-current liabilities Non-current Assets

Agenda

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 31 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

Shareholding Structure

BTS GROUP 96.44% 15,495.1 mn shares Institutional Investors Kanjanapas Family Others 41.9% 20.9% 37.2% Others 3.56% 572.0 mn shares 100% 100% DNAL Co., Ltd. Muangthong Assets Co., Ltd. 100% 100% 100% 100% Thana City Golf & Sports Club Co., Ltd. Tanayong Hong Kong Limited VGI Global Media Co., Ltd.

Principal Shareholders as of 15 Mar 2011

100% 100% Nuvoline Agency Co., Ltd. BTS Land Co., Ltd.

VGI Advertising Media Co., Ltd

BTSC

32 Appendix 1: Shareholding Structure

100% Carrot Rewards Co., Ltd.

Services Business

Property Business

Media Business Mass Transit Business

Bangkok Smartcard System

• Co. Ltd.

90% 100% 100% Siam Paging and Communication Co., Ltd. PrannaKiri Assets Co., Ltd. Sam Pao Petch Co., Ltd. 50% 100% 100% 100% 100% 100% 100% 100% Tanayong Food & Beverage Co., Ltd. Tanayong Property Management Co., Ltd. 100% 100% 51% 50%

Hip Hing Construction (Thailand) Co., Ltd.

Absolute Hotel Services Co., Ltd. Absolute Hotel Services Hong Kong Limited 100% 100%

Kampoo Property Co., Ltd Kamkung Property Co., Ltd

Saraburi Property Co., Ltd. 100% 30%

Kamala Beach Resort & Hotel Management Co.,Ltd.

BTS Assets Co., Ltd.

999 Media Co., Ltd 888 Media Co., Ltd Point of View (POV) Media Group Co., Ltd Media Co., Ltd VGI Multitech International Co., Ltd VGI Advertising China

• Co. Ltd

Agenda

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 33 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

Transaction Structure

• Objective: To own up to 100% in BTSC to achieve

maximum benefits

• Valuation agreed with key BTSC shareholders
• BTSC: 2.665 THB/share
• BTS0.688 THBshare
• Acquire 15,022.3 million BTSC shares or 94.60% of BTSC

Cash portion 1.375 THB/ TYONG share 1.875 BTS shares0.688 THBshare 1 BTSCshare 2.665 THBshare

34

• No. of BTSC

Shares Acquired mn shares Value of BTSC Shares Acquired THB mn Payment Consideration Cash THB mn BTS Shares mn shares

Siam Rail 8,365.8 22,294.9 11,503.0 15,685.9 Siam Capital 5,748,1 15,318.8 7,903.7 10,777.7

• Mr. Kavin

508.4 1,354,9 699.1 953.3

• Mr. Keeree

400.0 1,066.0 550.0 750.0 Total 15,022.3 40,034.5 20,655.7 28,166.9

51.59% 48.41%

Note: Based on BTSC shareholding as of 31 Dec 2009; K.Keeree buys 400 mn BTSC shares from Siam Capital before the BTSC share acquisition

Appendix 2: BTSC Acquisition Transaction Structure

Loan Related to BTSC Acquisition

Credit Facility THB mn Maturity Interest Rate Repayment 12,000 (Repaid) 6 Months MLR+1%

• Proceed from Rights Offering and Private Placement (for RO unsubscribed)
• 19,032 million shares offered at THB 0.63 per share
• 1,414 million shares remaining could be offered in private placements
• 1 warrant for every 4 shares subscribed, to be issued to shareholders

who purchased the shares after the RO/PP (BTS-W2)

• Raising a proceed of THB 11,990 mn, which is already used to

pay back loan on 14 June 2010 35 9,000 (Repaid) 3 Years MLR -1%

• Cash flow from operation
• Dividend from BTSC
• Proceeds from exercising the warrants (BTS-W2)
• Offered to investors who subscribe to the Rights Offering or Private

Placement for the remaining shares

• 1 warrant for every 4 shares subscribed in the Rights Offering and

Private Placement

• 5,111.6 million warrants offered
• Exercise price at THB 0.70
• 3 year maturity. Exercisable on a quarterly basis starting from

the 2nd anniversary Appendix 2: BTSC Acquisition Transaction Structure

Share Offering and Transaction Key Dates

1 warrant for every 4 new shares allocated in the RO/PP Shares registered for Warrant: 5,111.6 mn shares Exercise ratio: 1 warrant for 1 new share Exercise price: THB 0.70 Maturity: 3 years Exercise period: Exercisable at the end of each quarter after 2-year

anniversary

Timing: Listed since November 2010

Warrant Offering

36

Outstanding shares increased for PO: 1,299.0 mn shares PO price: THB 0.91/share Timing: Traded since June 2011

Share Swap with BTSC Minorities (PO)

Appendix 2: BTSC Acquisition Transaction Structure

Agenda

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 37 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

Key Terms of the Concession Agreement

Item Parties Bangkok Mass Transit System PCL (BTS) as Concessionaire, awarded by Bangkok Metropolitan Authority (BMA) Agreement Date / Term Agreement Date: 9th April 1992 (and amended on 25th January 1995 and 28th June 1995) Operating Term of 30 years from 5th December 1999. 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 the first date of commercial operations Transfer of Rights BTS will transfer the Civil Works to BMA upon completion of construction on a build, transfer, operate (BTO) basis BTS will transfer Electrical and Mechanical Works to BMA upon the expiry or termination of the

Number of Stations Fare box (THB) 15 1 2 20 3

Effective Fare as

• f December 2009

38 Appendix 3: Key Terms of the Concession Agreement

BTS will transfer Electrical and Mechanical Works to BMA upon the expiry or termination of the Concession Agreement on a build, operate, transfer (BOT) basis Authorised Fares The Effective Fare charged to passengers may be adjusted but may not exceed the Authorised Fare effective at the time. Further, the Effective fare may not be adjusted more than once every 18 months (without the consent of BMA). Adjustment of Fare in Normal Situation (CPI > 5% => Fare can be increased by up to 7%) Adjustment of Fare in Special Situation Insurance BTS must obtain All Risks non-life insurance policy including Third Party Liability coverage Termination BMA may terminate on (i) BTS is in absolute receivership (ii) deliberate and continual breach of material terms of the Agreement BTS may terminate if (i) BMA deliberately and continually breaches nay material term of the concession (ii) Thai Govt / Govt agency revokes the concession / operational permit resulting in material adverse effects to BTS operation (iii) Exceptional Risk events Extensions IF BTS wishes to extend the term of the Concession Agreement, it must inform the BMA of such intent at least 3 years (but not exceeding 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 first right of refusal 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.

4 25 5 6 30 7 8 35 9 10 40 11 12 up

Agenda

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 39 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

BTSG’s Capital Expenditures from 2011 to 2015

Mass Transit 25% Media Property 68% Services 5%

2011/12 CAPEX forecast of THB 4.0bn

New 35 middle cars: THB 430mn Signaling system: THB 240mn Station improvement: THB 200mn Maintenance: THB 100mn E-money system: THB 200mn 40 Appendix 4: BTSG’s capital expenditures Media 2% Condominium: THB 1,500mn Hotel: THB 1,200mn BTS related business: THB 30mn Modern trade business: THB 35mn

Key CAPEX items during 2012/13 – 2015/16

Mass Transit Remaining purchasing of new 35 middle cars: THB 500mn Purchase of 5 new trains with 4 cars each: THB 1,500mn Media Investment in BTS related business: THB 300mn Investment in Modern Trade & office building business: THB 120mn Property Condominium: THB 900mn Hotel: THB 60mn Services E-money service system: THB 60mn

Agenda

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 41 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

BTSC Financial Performance

Total Operating Revenue EBITDA and EBIT*

309 1,392 1,779 2,116 2,284 2,562 2,807 3,063 3,221 3,288 3,485 3,545

• 195

316

1999/00 2000/01 2001/02 2002/03 2003/04 2004/05 2005/06 2006/07 2007/08 2008/09 2009/10 2010/11

(THB mn)

1,843 1,802 2,196 2,082 2,221 1,050 985 1,258 1,097 1,249 57.6% 52.5% 56.1% 54.3% 54.7% 32.8% 28.7% 32.2% 28.6% 30.7%

• 10.0%

0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0%

• 500

1,000 1,500 2,000 2,500 3,000 2006/07 2007/08 2008/09 2009/10 2010/11

(THB mn)

42

Maintenance expense breakdown

Appendix 5: BTSC’s financial performance

Cost of fare box breakdown

44.8% 40.3% 42.6% 44.1% 45.0% 16.4% 17.3% 18.1% 21.0% 22.0% 24.1% 29.0% 28.1% 22.4% 20.3% 10.0% 9.1% 8.6% 9.8% 10.1% 4.7% 4.2% 2.7% 2.7% 2.6% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2006/07 2007/08 2008/09 2009/10 2010/11 Others Electricity Maintenance Staff cost Depreciation and amortization

1999/00 2000/01 2001/02 2002/03 2003/04 2004/05 2005/06 2006/07 2007/08 2008/09 2009/10 2010/11

O&M revenue Fare box revenue

EBITDA EBIT EBITDA margin (%) EBIT margin (%) 367 387 391 417 377 59 171 200 59 40 250 300 350 400 450 500 550 600 650 2006/07 2007/08 2008/09 2009/10 2010/11 Major train overhaul expense General maintenance expense

(THB mn)

THB 2,051.3mn

Agenda

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 43 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

BTSC’s Quality Management System

OHSAS 18001 : 2007 Occupational Health and Safety Zone certificate accredited by Bureau Veritas Certification (Thailand) Ltd. (BV).

44 Appendix 6: BTSC’s quality management system

ISO 9001 : 2008 Quality Management Systems certificate accredited by Bureau Veritas Certification (Thailand) Ltd. (BV). Lloyds Register Rail Lloyds Register Rail’s Best Practice Model Implementation

Agenda

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 45 Section 3 Financial Summary Appendices Appendix 1: Shareholding Structure Appendix 2: BTSC Acquisition Transaction Structure Appendix 3: Key Terms of the Concession Agreement Appendix 4: BTSG’s capital expenditures Appendix 5: BTSC’s financial performance [] Appendix 6: BTSC’s quality management system Appendix 7: Convertible bonds information

Convertible Bonds

Convertible Bonds Summary Terms and Conditions

Amount THB 10,000mn (THB-Denominated, USD-Settled) Denomination THB 5mn per bond Secondary Market Singapore Exchange Securities Trading Limited (SGX-ST) Trustee DB Trustee (Hong Kong) Limited Settlement Date 25-Jan-2011 Maturity Date 25-Jan-2016 Investor Put Option Date 25-Jan-2013 Coupon Rate 1.00% per annum (payable semi-annually for the first 2 years)

46 Appendix 7: Convertible bonds information

Coupon Rate 1.00% per annum (payable semi-annually for the first 2 years) First Coupon Date 25-Jul-11 LC Rate 1.50% (annually for the first 2 years) Conversion Premium 13% Initial Conversion Price THB 0.9266 a share Conversion Period Any time on or after 40th day following the closing date to 15 days prior to the maturity date Other Options for BTS Group Issuer Call Option After 3 years, callable (in whole only) if closing share price is at least 130% of prevailing conversion price Cash Settlement Option Yes, at the option of BTS Group Security Code ISIN: X0580087376 COMMON: 058008737 SEDOL: B3WJHS2