BTS PCL : Dividend payment, issuance of warrants to employees no. 4 (ESOP), capital reduction, capital increase, and convening of the 2017 Annual General Meeting of Shareholders

(-Translation-)‌‌

Ref. No. BTS 2544/2017

May 29, 2017

Subject: Dividend payment, issuance of warrants to employees No. 4 (ESOP), capital reduction, capital increase, and convening of the 2017 Annual General Meeting of Shareholders

To: President

The Stock Exchange of Thailand

Enclosures 1. Key features of the scheme in relation to the issuance and offering of warrants to the employees of BTS Group Holdings Public Company Limited and its subsidiaries under the BTS Group ESOP 2017 scheme

2. Capital increase report form (F53-4)

BTS Group Holdings Public Company Limited (the "Company") held the Board of Directors' Meeting No. 4/2017 on May 29, 2017 where the following significant resolutions were passed:

1. A resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the dividend payment for the fiscal year ended March 31, 2017 as follows:

2. To acknowledge the interim dividend payment on February 7, 2017 in the amount of Baht 1,953.1 million (equivalent to dividend per share of Baht 0.165);

3. To acknowledge the allocation of fund as legal reserve in the amount of Baht 221.2 million (equivalent to 5% of the annual net income as legally required);‌‌

4. To consider and approve that the Company allocate the profit from the results of the operation for the fiscal year ended March 31, 2017 and the retained earnings as at March 31, 2017 (the separate financial statements) for distribution as dividends at the rate of Baht 0.34 per share (34.0 Satang per share), or equivalent to the total dividend payment in the amount of approximately Baht 4,716.4 million; and

5. To consider and approve that the Company pay the final dividend at the rate of Baht

   0.175 per share (17.5 Satang per share), or equivalent to the dividend payment in the amount of approximately Baht 2,763.3 million (total dividend less Baht 1,953.1 million interim dividend already paid), whereby the Company has set the date for determining the names of shareholders who shall be entitled to receive the dividend on August 3, 2017, the date for collecting the names of the shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by closing the share register book and suspending the share transfer on August 4, 2017, and the payment date of the dividend on August 18, 2017. (Remark: For the final dividend at the rate of Baht 0.175 per share (17.50 Satang per share) to be paid from the annual net profit of the Company, which is subject to the corporate income tax at the rate of 20% of such net profit, the individual shareholders are entitled to claim the tax credits at the rate of 20/80 times of the dividend received pursuant to Section 47 bis of the Revenue Code. In this regard, shareholders who are not eligible to receive the dividend under the law will not be entitled to the dividend payment.)

6. A resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and determine the directors' remuneration as follows:

7. To increase the monthly remuneration for each position as follows and to maintain the meeting allowance at the same rate as the previous year:

   Monthly Remuneration	Year 2016	Year 2017	Change
   Chairman of the Board of Directors	Baht 60,000 / month	Baht 80,000 / month	34%
   Chairman of the Audit Committee	Baht 50,000 / month	Baht 67,000 / month	34%
   Directors	Baht 30,000 / person / month	Baht 40,000 / person / month	34%

   Meeting Allowance	Year 2016	Year 2017	Change
   Board of Directors	None	None	-
   Audit Committee	Baht 20,000 / attendance	Baht 20,000 / attendance	-
   Chairman of the Audit Committee
   Members of the Audit Committee	Baht 20,000 / person / attendance	Baht 20,000 / person / attendance	-
   Other Sub-Committees	None	None	-

8. To pay the directors' bonus in the total amount of Baht 22.0 million as a reward for the directors' performance for the fiscal year ended March 31, 2017, where the directors' bonus shall be allocated among the directors after receiving approval from the 2017 Annual General Meeting of Shareholders (Remark: The Company paid the directors' bonus in the total amount of Baht 22.0 million for the directors' performance for the fiscal year ended March 31, 2016).

9. A resolution was passed (by the directors having no conflicts of interest) to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the re-election of 5 directors who are due to retire by rotation at the 2017 Annual General Meeting of Shareholders for another term of office, namely:

   (1)	Dr. Anat Arbhabhirama	Director
   (2)	Mr. Surapong Laoha-Unya	Director
   (3)	Mr. Kavin Kanjanapas	Director
   (4)	Mr. Rangsin Kritalug	Director
   (5)	Professor Charoen Wattanasin	Independent Director.

10. A resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the appointment of auditors from EY Office Limited as the Company's auditors for the fiscal year ending March 31, 2018 where any of the following auditors will be authorized to review and give opinions on the Company's financial statements, namely:

11. Mr. Narong Puntawong, Certified Public Accountant No. 3315; and/or

12. Mr. Supachai Phanyawattano, Certified Public Accountant No. 3930; and/or

13. Miss Waraporn Prapasirikul, Certified Public Accountant No. 4579.

    In addition, a resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the audit fee of the Company for the fiscal year ending

    March 31, 2018 in the amount of not exceeding Baht 4.60 million and to inform the 2017 Annual General Meeting of Shareholders that, for the fiscal year ending March 31, 2018 (and for the fiscal year ending December 31, 2017 for Master Ad Public Company Limited ("MACO") and its subsidiaries), the auditors from EY Office Limited will be the auditors of 45 subsidiaries of the Company, and one subsidiary, MACO Outdoor Sdn Bhd, which was incorporated in Malaysia, Leslie Yap & Co., a local audit firm, will be its auditor. The preliminary audit fee for 46 subsidiaries is in the amount of approximately Baht 19.50 million.

14. A resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the issuance and offering of warrants to the non-director employees of the Company and its subsidiaries under the BTS Group ESOP 2017 Scheme under the name "Warrants to Purchase the Ordinary Shares of BTS Group Holdings Public Company Limited issued to the Employees of the Company and its Subsidiaries No. 4 (BTS-WD)" (the "BTS- WD Warrants") in the amount of not exceeding 16,000,000 units, at no cost, the details of which are as set out in Enclosure 1, and the delegation of power to the Company's Board of Directors and/or the Executive Committee to (a) determine the terms and conditions and any other details in relation to the issuance and offering of the BTS-WD Warrants, e.g., the date, time, and method for the issuance and offering of the Warrants and the procedure for the exercise of rights under the Warrants; (b) sign applications, waiver requests, and any other documents that are necessary or relevant to the issuance and offering of the BTS-WD Warrants, including contacting and filing such applications, waiver requests, and documents with the relevant government authorities or agencies; and (c) undertake any other actions that are necessary or relevant to the issuance and offering of the BTS-WD Warrants as appropriate.

15. A resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the plan for the increase of the Company's registered capital under a general mandate in the amount of not exceeding Baht 2,384,000,000.00 (or representing approximately 5 percent of the Company's paid-up capital) by issuing not exceeding 596,000,000 new ordinary shares with a par value of Baht 4 per share for offering to specific investors (private placement).

16. A resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the reduction of the Company's registered capital by Baht 108,387,320.00 from the existing registered capital of Baht 63,715,644,348.00 to Baht 63,607,257,028.00, by cancelling 27,096,830 authorized but unissued shares of the Company with a par value of Baht 4 per share, of which (1) 105,916 shares with a par value of Baht 4 per share were allocated to accommodate the exercise of the warrants to purchase the ordinary shares of BTS Group Holdings Public Company Limited issued to the employees of the Company and its subsidiaries No. 1 (BTS-WA) which had expired on August 18, 2016, and (2) 26,990,914 remaining shares with a par value of Baht 4 per shares which were allocated to accommodate the exercise of the warrants to purchase the newly issued ordinary shares of BTS Group Holdings Public Company Limited No. 3 (BTS-W3) (the "BTS-W3 Warrants"), which were offered to the existing shareholders of the Company on a pro rata basis to their respective shareholdings (rights offering) in the amount of not exceeding 3,971,617,378 units, at no cost, pursuant to the resolution of the Company's Extraordinary General Meeting of Shareholders No. 1/2013 held on October 11, 2013. However, only 3,944,626,464 units of the BTS-W3 Warrant were issued to the existing shareholders of the Company. Therefore, there were remaining shares from the allocation to accommodate the exercise of the BTS-W3 Warrants as mentioned above. In addition, a resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the amendment of Clause 4. of the Memorandum of Association of the Company to be in line with the reduction of the Company's registered capital.

17. A resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the increase of the Company's registered capital by Baht 2,448,000,000.00 from the existing registered capital of Baht 63,607,257,028.00 to Baht

    66,055,257,028.00, by issuing 612,000,000 new ordinary shares with a par value of Baht 4 per share to (a) accommodate the exercise of the BTS-WD Warrants in the amount of not exceeding 16,000,000 shares with a par value of Baht 4 per share and (b) offer to specific investors (private placement) pursuant to the plan for the increase of the Company's registered capital under a general mandate in the amount of not exceeding 596,000,000 shares with a par value of Baht 4 per share. In addition, a resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the amendment of Clause 4. of the Memorandum of Association of the Company to be in line with the increase of the Company's registered capital. Details of the increase of the Company's registered capital are as set out in Enclosure 2.

18. A resolution was passed to propose to the 2017 Annual General Meeting of Shareholders to consider and approve the allocation of the Company's newly issued ordinary shares in the amount of not exceeding 612,000,000 shares with a par value of Baht 4 per share as follows:

19. the allocation of newly issued ordinary shares in the amount of not exceeding 16,000,000 shares with a par value of Baht 4 per share to accommodate the exercise of the BTS-WD Warrants, whereby the exercise price of the BTS-WD Warrants shall not be lower than the par value of the Company's shares and shall be higher than the market price pursuant to the calculation method as set out in Enclosure 1, and the delegation of power to the Company's Board of Directors and/or the Executive Committee to undertake any actions that are necessary or relevant to such allocation of the newly issued ordinary shares as appropriate, including signing applications, waiver requests, and any other documents that are necessary or relevant to such allocation of the newly issued shares, contacting and filing such applications, waiver requests, and documents with the relevant government authorities or agencies, as well as registering the newly issued ordinary shares as listed securities on the Stock Exchange of Thailand.

20. the allocation of newly issued ordinary shares in the amount of not exceeding 596,000,000 shares with a par value of Baht 4 per share to specific investors (private placement) pursuant to the plan for the increase of the Company's registered capital under a general mandate, and the delegation of power to the Company's Board of Directors and/or the Executive Committee to undertake actions in relation to the allocation of the newly issued ordinary shares of the Company, including, but not limited to, (a) allocating the newly issued ordinary shares by a single offering or multiple offerings, (b) determining the offering period, offering price, list of specific investors (private placement), as well as other terms and conditions and any other details in relation to such allocation of the newly issued ordinary shares, (c) negotiating, agreeing, and signing any agreements and/or documents that are necessary or relevant to such allocation of the newly issued ordinary shares, including any amendments thereof, as well as appointing financial advisors, legal advisors, underwriters, and/or other service providers (if necessary), (d) signing applications, waiver requests, and any other documents that are necessary or relevant to such allocation of the newly issued ordinary shares, including contacting and filing such applications, waiver requests, and documents with the relevant government authorities or agencies (whether in Thailand or overseas), as well as registering such newly issued ordinary shares as listed securities on the Stock Exchange of Thailand, and (e) undertaking any other actions that are necessary or relevant to such allocation of the newly issued ordinary shares as appropriate.

21. In this regards, the Company will allocate the newly issued ordinary shares of the Company to specific investors (private placement) by offering to institutional investors and/or up to 50 specific investors within the 12-month period, where such investors must not be connected persons. The offering price of the newly issued ordinary shares of the Company to specific investors (private placement) pursuant to the plan for the increase of the Company's registered capital under a general mandate must be the best price in accordance with the market condition at the time of offering to the investors