BTS PCL : Entering into the concession contract for the MRT Pink Line Project (Khae Rai - Min Buri) and the MRT Yellow Line Project (Lat Phrao - Samrong) with the MRTA, the establishment of joint venture companies, and the convening of EGM No. 1/2017 (Revised)

No. BTS 2419/2017

February 10, 2017

Subject: Entering into the concession contract for the MRT Pink Line Project (Khae Rai - Min Buri) and the concession contract for the MRT Yellow Line Project (Lat Phrao - Samrong) with the Mass Rapid Transit Authority of Thailand, the establishment of joint venture companies, and the convening of Extraordinary General Meeting of Shareholders No. 1/2017

Attention: President

Stock Exchange of Thailand

Enclosure: Information Memorandum on the Acquisition of Assets Re: Entering into the Concession Contract for the MRT Pink Line Project (Khae Rai - Min Buri) and the Concession Contract for the MRT Yellow Line Project (Lat Phrao - Samrong)

Reference is made to Letter No. 2251/2016 dated December 14, 2016 of BTS Group Holdings Public Company Limited (the "Company") which was disclosed through the Stock Exchange of Thailand (the "SET") that the Company, Sino-Thai Engineering & Construction Public Company Limited ("STEC") and Ratchaburi Electricity Generating Holding Public Company Limited ("RATCH"), under the name "BSR Joint Venture", were the bidders that had proposed the best offers for the MRT Pink Line Project (Khae Rai - Min Buri) (the "MRT Pink Line Project") and the MRT Yellow Line Project (Lat Phrao

- Samrong) (the "MRT Yellow Line Project") to the Mass Rapid Transit Authority of Thailand (the "MRTA").

By means of this letter, the Company would like to inform you that, in order for the Company to undertake the actions necessary for or in connection with the successful implementation of the MRT Pink Line Project and the MRT Yellow Line Project, the Board of Directors' Meeting No. 2/2017 of the Company on February 10, 2017 passed the following material resolutions:

1. The Board of Directors approved the establishment by the Company of the joint venture companies under the BSR Joint Venture Agreement (the "JV Company" or "JV Companies"). The Company initially anticipates that two JV Companies will be established, whereby one JV Company will enter into the concession contract for the MRT Pink Line Project, and another JV Company will enter into the concession contract for the MRT Yellow Line Project. The details of the JV Companies are as follows:

   Name: : The Company will disclose the names of the JV Companies through the SET upon the establishment of both JV Companies.

   Type of Business : One JV Company will engage in the operation of the MRT Pink Line Project, and the other JV Company will engage in the operation of the MRT Yellow Line Project.

   Capital and Shares : THB 3,500,000,000, divided into 350,000,000 ordinary shares, with a par value of THB 10 per share. Thereafter, before the

   commencement of the commercial operation of the MRT Pink Line Project and the MRT Yellow Line Project, the paid-up registered capital of each JV Company will be approximately THB 14,000,000,000 - 17,423,000,000, divided into 1,400,000,000 -

   1,742,300,000 ordinary shares, with a par value of THB 10 per share.

   Shareholding Structure : The Company will hold 75 percent, STEC will hold 15 percent, and RATCH will hold 10 percent of the shares in each JV Company.

   Relationship : STEC and RATCH are not connected persons of the Company, and this transaction is not classified as a connected transaction pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551.

2. The Board of Directors approved to propose to the shareholders meeting of the Company to consider and approve (i) the submission of the proposals for the investment in the MRT Pink Line Project and the MRT Yellow Line Project (including the proposals relating to the extensions of the MRT Pink Line Project and the MRT Yellow Line Project) of the Company (under BSR Joint Venture) made to the MRTA, (ii) the JV Companies to enter into the concession contract for the MRT Pink Line Project, including the extension of the MRT Pink Line Project (the "Acquisition of the MRT Pink Line Project Concession"), and the concession contract for the MRT Yellow Line Project, including the extension of the MRT Yellow Line Project (the "Acquisition of the MRT Yellow Line Project Concession"), as well as other matters in relation thereto, with the MRTA and (iii) the delegation of power to the Executive Committee, or any persons designated by the Executive Committee, to negotiate the concession contract for the MRT Pink Line Project, including the extension of the MRT Pink Line Project, and the concession contract for the MRT Yellow Line Project, including the extension of the MRT Yellow Line Project, as well as to carry out any other acts necessary for or in relation thereto on behalf of the JV Companies in order to successfully complete the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, by taking into consideration the appropriateness, benefits and the impacts on the Company and its shareholders. The entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession is classified as an acquisition of assets 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, 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) (collectively, the "Notifications on Acquisition and Disposal"), with a transaction value calculated based on the Total Value of Consideration Basis equivalent to 102.31 percent. In addition, after combining the transaction value with other asset acquisition transactions of the Company occurring during the past six months prior to the entering into these transactions, the total transaction value calculated based on the Total Value of Consideration Basis is equivalent to 108.40 percent. The calculation is based on the consolidated financial statements of the Company for the nine-month period ended December 31, 2016. Thus, the transactions constitute a Class 4 Transaction pursuant to the Notifications on Acquisition and Disposal, which is a transaction with the transaction value of 100 percent or more. However, the entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT

   Yellow Line Project Concession does not constitute an indirect listing on the SET pursuant to the Notifications on Acquisition and Disposal because it falls under the exception of Clause 24 of the Notifications on Acquisition and Disposal namely, (1) the acquired business is in a similar line of business and supports the business of the Company, (2) the Company does not have a policy to make a major change in its main business, (3) after the acquisition of assets, the Company still has suitable qualifications for listing on the SET, and (4) there will be no material change in the composition of the Board of Directors, shareholders or controlling persons of the Company. Therefore, the Company is not required to obtain the approval of the SET for entering into these transactions by submitting a request for listing of new securities to the SET. However, the Company still has the following duties: (1) disclose the information memorandum on the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession to the SET in accordance with the Notifications on Acquisition and Disposal, the details of which are as set out in the Enclosure; (2) arrange for a shareholders meeting of the Company in order to obtain approval on the entering into the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession, as well as other matters in relation thereto, whereby the resolution on the matter must be passed by votes of no less than three-fourths of the total votes cast by the shareholders attending the shareholders meeting and eligible to vote, excluding the votes cast by the interested shareholders; and (3) appoint an independent financial advisor (IFA) to provide opinion on the aforementioned transactions, as well as to submit such opinion to the Office of the Securities and Exchange Commission (the "SEC Office"), the SET, and the shareholders of the Company.

3. The Board of Directors approved the appointment of Capital Plus Advisory Co., Ltd., a financial advisor whose name appears on the approved list of the SEC Office, as the Independent Financial Advisor (IFA) of the Company to provide the shareholders with opinion on matters regarding the Acquisition of the MRT Pink Line Project Concession and the Acquisition of the MRT Yellow Line Project Concession as required by the Notifications on Acquisition and Disposal, as well as to prepare any other necessary documentation as required by any relevant regulatory authority.

4. The Board of Directors determined the date, time and venue of the Extraordinary General Meeting of Shareholders No. 1/2017 to be held on April 3, 2017, at 14.00 hrs., at Bangkok Convention Centre (BCC Hall), 5th Floor, Central Plaza Ladprao, No. 1697, Phaholyothin Road, Chatuchak Subdistrict, Chatuchak District, Bangkok 10900 in order to consider the following agenda items:

Agenda Item 1: Message from the Chairman;

Agenda Item 2: To consider and adopt the Minutes of the 2016 Annual General Meeting of Shareholders;

Agenda Item 3: To consider and approve the submission of the proposals for the investment in the MRT Pink Line Project (Khae Rai - Min Buri) and the MRT Yellow Line Project (Lat Phrao - Samrong) (including the proposals relating to the extensions of the MRT Pink Line Project and the MRT Yellow Line Project) of the Company (under BSR Joint Venture) made to the Mass Rapid Transit Authority of Thailand; and the entering into the concession contract for the MRT Pink Line

Project, including the extension of the MRT Pink Line Project, and the concession contract for the MRT Yellow Line Project, including the extension of the MRT Yellow Line Project, as well as other matters in relation thereto, with the MRTA;

Agenda Item 4: Other matters (if any); and

determined the date to record the names of the shareholders who shall be entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2017 (Record Date) on February 24, 2017; and the date to collect the names of the shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (1992) (as amended) by closing the share register book and suspending the share transfer (Book Closure Date) on February 27, 2017. In addition, the Board of Directors delegated the power to the Executive Committee, or any persons designated by the Executive Committee, to amend the agenda items, date, time and venue of the Extraordinary General Meeting of Shareholders No. 1/2017, including all information in the information memorandum relating to the acquisition of assets of the Company, in order to comply with the relevant laws and regulations, the opinion of the relevant regulatory authority, or in order to clarify the aforementioned statements and/or documents.

Please be informed accordingly.

Sincerely yours, BTS Group Holdings Public Company Limited

(Mr. Keeree Kanjanapas)

Chairman of the Board of Directors and Chairman of the Executive Committee