BTS pcl : Entire Business Transfer of Unicorn Enterprise Company Limited (a Subsidiary) to U City Public Company Limited and Subscription of the Newly Issued Preferred Shares of U City Public Company Limited

(-Translation-)

Ref. No. BTS 2830/2017

October 30, 2017

Subject: Entire Business Transfer of Unicorn Enterprise Company Limited (a Subsidiary) to U City Public Company Limited and Subscription of the Newly Issued Preferred Shares of U City Public Company Limited

To: The President

Stock Exchange of Thailand

Enclosure: Key Summary of the Entire Business Transfer Transaction of Unicorn Enterprise Company Limited

BTS Group Holdings Public Company Limited (the "Company") held the Board of Directors' Meeting No. 9/2017 on October 30, 2017. The Company would like to inform the significant resolutions as follows:

1. Approved the entire business transfer of Unicorn Enterprise Company Limited ("UE"), a wholly-owned subsidiary of the Company which engages in the property business through the holding of shares in other companies, to U City Public Company Limited ("U City"), a company in which the Company holds 35.64 percent of its total issued shares. U City agrees to accept the transfer of all assets and liabilities of UE as of the entire business transfer date.

   The assets and liabilities of UE to be transferred to U City on the entire business transfer date will comprise the following:

2. All assets of UE, including (a) investments in other companies (the "UE Group Companies") (as detailed in Clause 3.1 of the Enclosure), (b) rights in the loan provided by UE to the UE Group Companies in the form of promissory notes, together with interest thereon and (c) cash and other assets; and

3. All liabilities of UE, including (a) loan provided by the Company in the form of promissory notes, together with interest thereon and (b) other liabilities.

   As at June 30, 2017, the fair value of all assets of UE that will be transferred to U City in (1) above was totaling Baht 12,917 million (the other liabilities in (2)(b) above were included in the calculation). In this regard, U City will, as consideration for the Entire Business Transfer,

   (a) issue 70,064,516,130 newly issued preferred shares, with a par value of Baht 1 per share, at an offering price of Baht 0.031 per share, and 35,032,258,065 units of the warrants to purchase ordinary shares of U City No. 3 ("U-W3 Warrants") at no cost, totaling Baht 2,172 million, to UE, and (b) accept assignment of all debts owed to the Company, together with interest thereon, as of the entire business transfer date, (under (2)(a) above), which was totaling Baht 10,745 million as at June 30, 2017. However, the said loan, together with interest thereon, may increase, but must not exceed Baht 12,328 million as at the entire business transfer date, and UE will be required to use the funds received from the increased

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   loan for the business operation of the UE Group Companies only (the "Entire Business Transfer Transaction").

   After the completion of the Entire Business Transfer Transaction, UE will proceed with dissolution and commence liquidation within the same fiscal year in order to be in accordance with the rules, procedures and conditions stipulated under the Thai Revenue Code for the purpose of tax exemption for such transaction.

   The Entire Business Transfer Transaction constitutes an asset disposal of the Company pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004) (as amended) (the "Acquisition and Disposal Notifications"). The transaction size is equivalent to 14.32 percent as calculated based on the Total Value of Consideration criterion, which gives the highest transaction size, (according to the reviewed consolidated financial statements of the Company for the period ended June 30, 2017). After computation of the foregoing with the transaction size of the Company's other asset disposal transactions within the past six months prior to the approval of this transaction, the transaction size is equivalent to 14.64 percent. Since the said highest transaction value is less than 15 percent, the Company is not required to prepare a report or disclose information on the transaction to the Stock Exchange of Thailand (the "SET") pursuant to the Acquisition and Disposal Notifications. However, the Company deems it appropriate to disclose information on the transaction to the SET to be in accordance with the good corporate governance principles and in order to provide sufficient information for decision-making by investors. In this regard, the details on the Entire Business Transfer Transaction are as shown in the Enclosure.

4. Approved the subscription of the newly issued preferred shares of U City. U City will increase its capital by issuing and offering 571,241,855,310 newly issued preferred shares, with a par value of Baht 1 per share, and issuing 285,620,927,655 newly issued ordinary shares, with a par value of Baht 1 per share, to accommodate the exercise of the rights of warrants, and will allocate the newly issued shares as follows:

6. 28,937,500,000 newly issued preferred shares, with a par value of Baht 1 per share, to be allocated via private placement to Bangkok Bank Public Company Limited ("BBL"), at an offering price of Baht 0.031 per share, together with the U-W3 Warrants to be allocated to BBL, who will have subscribed for and will have been allocated the newly issued preferred shares, at a ratio of 2 newly issued preferred shares to 1 unit of the U-W3 Warrants, at no cost;

7. 70,064,516,130 newly issued preferred shares, with a par value of Baht 1 per share, to be allocated via private placement to UE, at an offering price of Baht 0.031 per share, together with the U-W3 Warrants to be allocated to UE, who will have subscribed for and will have been allocated the newly issued preferred shares, at a ratio of 2 newly issued preferred shares to 1 unit of the U-W3 Warrants, at no cost, as consideration for the entire business transfer by UE; and

8. 472,239,839,180 newly issued preferred shares, with a par value of Baht 1 per share, to be allocated to the existing shareholders in proportion to their shareholdings (Rights Offering) after the offering of the newly issued preferred shares to BBL as detailed in

9. above, at a ratio of 5 ordinary shares and/or existing preferred shares to 4 newly issued preferred shares, at an offering price of Baht 0.031 per share, together with the warrants to purchase the ordinary shares of U City No. 4 ("U-W4 Warrants") to be allocated to the existing shareholders, who will have subscribed for and will have been

10. allocated the newly issued preferred shares, at a ratio of 2 newly issued preferred shares to 1 unit of the U-W4 Warrants, at no cost.

    After the Entire Business Transfer Transaction, UE will enter into liquidation, where the liquidator will distribute all of the preferred shares and the U-W3 Warrants, which U City will have issued and allocated to UE as per (b) above, to the shareholder of UE, i.e. the Company.

    The Company wishes to maintain its shareholding in U City at not less than 35.64 percent of the total issued shares of U City (after the offering of all newly issued preferred shares by U City). In this regard, the Board of Directors delegates the authority to the Executive Committee and/or any persons designated by the Executive Committee to determine the subscription portion for the newly issued preferred shares which U City will allocate to the existing shareholders in proportion to their shareholdings as per (c) above and take any other actions which are necessary and related to such matter. In this regard, the Company will further announce the result of the subscription of the newly issued preferred shares to the shareholders.

    Please be informed accordingly Yours sincerely,

    BTS Group Holdings Public Company Limited

    -Mr. Rangsin Kritalug-

    Executive Director and Chief Operating Officer

    Enclosure

    (-Translation-)

    KEY SUMMARY OF THE ENTIRE BUSINESS TRANSFER TRANSACTION OF UNICORN ENTERPRISE COMPANY LIMITED

    The Board of Directors' Meeting No. 9/2017 of BTS Group Holdings Public Company Limited (the "Company"), held on October 30, 2017, resolved to approve the entire business transfer of Unicorn Enterprise Company Limited ("UE"), a subsidiary in which the Company holds 100 percent of its total shares, to U City Public Company Limited ("U City"), a company in which the Company holds 35.64 percent of its total issued shares. U City agrees to accept the transfer of all assets and liabilities of UE as of the entire business transfer date where the fair value of all assets of UE that will be transferred to U City as at June 30, 2017 was totaling Baht 12,917 million. In this regard, U City will, as consideration for such entire business transfer by UE, (a) issue 70,064,516,130 newly issued preferred shares1, with a par value of Baht 1 per share, at an offering price of Baht 0.031 per share, and 35,032,258,065 units of warrants to purchase U City's ordinary shares No. 3 (the "U-W3 Warrants") at no cost, totaling Baht 2,172 million, to UE, and (b) accept assignment of all of UE's loan owed to the Company, together with interest thereon, as of the entire business transfer date, which was totaling Baht 10,745 million as at June 30, 2017. However, the said loan, together with interest thereon, may increase, but must not exceed Baht 12,328 million as of the entire business transfer date, and UE will be required to use the funds received from the increased loan for the business operation of the UE Group Companies (as defined in Clause 3.1) only. In this regard, after the completion of the entire business transfer, UE will proceed with dissolution and commence liquidation within the same fiscal year in which the entire business transfer will take place in order to be in accordance with the rules, procedures and conditions stipulated under the Thai Revenue Code for the purpose of tax exemption for such transaction (the "Entire Business Transfer Transaction").

    The Entire Business Transfer Transaction constitutes an asset disposal of the Company pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004) (as amended) (the "Acquisition and Disposal Notifications"). The transaction size is equivalent to 14.32 percent as calculated based on the Total Value of Consideration criterion, which gives the highest transaction size, (according to the reviewed consolidated financial statements of the Company for the period ended June 30, 2017). After computation of the foregoing with the transaction size of the Company's other asset disposal transactions within the past six months prior to the approval of this transaction, the transaction size is equivalent to 14.64 percent. Since the said highest transaction value is less than 15 percent, the Company is not required to prepare a report or disclose information on the transaction to the Stock Exchange of Thailand (the "SET") pursuant to the Acquisition and Disposal Notifications. However, the Company deems it appropriate to disclose information on the transaction to the SET to be in accordance with the good corporate governance principles and in order to provide sufficient information for decision-making by investors.

    Key details of the Entire Business Transfer Transaction are as follows:

    1 Details on the rights of the newly issued preferred shares of U City are as shown in Clause 9(5).