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prepared by Investor Relations department BTS Group Holdings PCL

GENERAL PRESENTATION JULY 2015

BTS Group Holdings PCL

BTS Group General Presentation


IR Contacts


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 of 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. 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 otherwise.

Disclaimer

Address: BTS Group Holdings PCL IR Department 15th Floor, TST Tower, 21 Soi Choei Phuang, Viphavadi-Rangsit Rd. Chomphon, Chatuchak, Bangkok, Thailand 10900 Telephone: +66(0) 2273 8611-15 Fax: +66(0) 2273 8610 Email: [email protected] Website: www.btsgroup.co.th

2


Contents


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

Appendices

Appendix 1: Key Terms of the Core Network Concession Agreement

Appendix 2: Future Funding Requirements (Mass Transit)

Appendix 3: BTS-W3

Appendix 4: BTSC’s Quality Management System

3


BTS Group History

BTS Group General Presentation Section 1: BTS Group Holdings PCL

Company established as Tanayong Co., Ltd. to operate in property development field

Tanayong listed on The Stock Exchange of Thailand under Property Development sector

Tanayong established a wholly-owned subsidiary, Bangkok Transit System Corporation Ltd. (BTSC), which won the SkyTrain concession bid

Commercial operation of the BTS SkyTrain began

BTSC exit court supervised rehabilitation procedure

BTSC expanded into Media business through the acquisition of 100% of VGI Global Media Co., Ltd.

Tanayong acquired 94.6% of BTSC, returning Mass Transit operations to be the primary business of the Company. The Company also changed its name to BTS Group Holdings PCL

1968 1991 1992 2008 2009 1999 2010 2012 2013

MAY: BTSC signed a 30-year operating & maintenance (O&M) contract covering all Green Line extensions under the purview of the Bangkok Metropolitan Administration (BMA) OCT: The Group’s Media subsidiary, VGI Global Media PCL, listed on The Stock Exchange of Thailand

APR: BTSC sold the future Net Fare-box Revenue under its Concession Agreement to BTS Rail Mass Transit Infrastructure Fund (BTSGIF)

4


CARROT REWARDS CO., LTD. 100%

70%

51%

100%

100%

100%

100% TANAYONG HONG KONG LTD.

LITTLE CORNER CO., LTD.

MAN KITCHEN CO., LTD.

100%

100%

30%

50%

Shareholding Structure as of 25 May 2015

1 Information based on the book closure date as at 12 Jun 15 with total issued shares = 11,919.3mn shares 2 BTSG holds 70.72% of VGI indirectly and directly

OTHERS

2.5% , 407.7 mn shares

50%

BTSGIF

33.3%

KANJANAPAS FAMILY OTHERS

BTSC

MASS TRANSIT MEDIA PROPERTY SERVICES

INSTITUTIONAL INVESTORS

19.7%

41.0%1 31.6%1 27.4%1

BTS GROUP

97.46%

VGI GLOBAL MEDIA PCL

ABSOLUTE HOTEL SERVICES CO., LTD.

BANGKOK SMARTCARD SYSTEM CO., LTD.

90%

51.0%2

VGI ADVERTISING MEDIA CO., LTD.

999 MEDIA CO., LTD.

888 MEDIA CO., LTD.

VGI ADVERTISING CHINA CO., LTD.

MIDAS GLOBAL MEDIA CO., LTD.

100%

100%

100%

100%

100%

DNAL CO., LTD.

TANAYONG INTERNATIONAL LTD.

ABSOLUTE HOTEL SERVICES HONG KONG LIMITED

75.47%

100%

100%

100%

100%

50%

50%

100%

100%

100%

100%

Listed entities

12.26%

5

MASTER AD PCL

POINT OF VIEW (POV) MEDIA GROUP CO., LTD.

24.96%

BTS LAND CO., LTD.

PRANNAKIRI ASSETS CO., LTD.

100%

BAYSWATER CO., LTD.

HHT CONSTRUCTION CO., LTD.

75%

BTS SANSIRI HOLDING ONE LTD.

35.64%

Subsidiaries

Associates


BTS SANSIRI HOLDING TWO LTD.

ATS RABBIT SPECIAL PURPOSE VEHICLE CO., LTD.

PRIMARY KITCHEN CO., LTD.

51%

SIAM PAGING AND COMMUNICATION

CO., LTD.

MUANGTHONG ASSETS CO., LTD.

TANAYONG PROPERTY MANAGERMENT CO., LTD.

TANAYONG FOOD & BEVERAGE CO., LTD. U CITY PCL

YONGSU CO., LTD.

MAK8 CO., LTD.

NUVO LINE AGENCY CO., LTD.

THANA CITY GOLF & SPORTS CLUB CO., LTD.

LED ADVANCE CO., LTD. 20%

60% BANGKOK PAYMENT SOLUTIONS CO., LTD.

BSS HOLDINGS CO., LTD.


1,959 2,795 3,121 2,926

FY 11/12 FY 12/13 FY 13/14 FY 14/15

656 1,445

2,934

1,355

FY 11/12 FY 12/13 FY 13/14 FY 14/15

74 121

399 548

FY 11/12 FY 12/13 FY 13/14 FY 14/15

5,032 6,016

2,077 2,274*

FY 11/12 FY 12/13 FY 13/14 FY 14/15

BTS Group Overview 4 Business Units


MASS TRANSIT

PROPERTY

MEDIA

SERVICES

(1) FY ended 31 March (2) VGI discontinued operations in Modern Trade Media effective 1Q 15/16 (3) Services revenue excludes revenue of HHT Construction (Thailand) Co., Ltd. as it is consolidated as cost of project under Property business

Historical operating revenues(1)

Media Revenue(2) (THB mn)

Property Revenue (THB mn)

Services Revenue(3) (THB mn)

Mass Transit Revenue (THB mn)

32%

41%

19%

8%

Revenue contribution

24%

37%

34%

5%

FY 13/14 FY 14/15

FY 13/14 FY 14/15

FY 13/14 FY 14/15

FY 13/14 FY 14/15

6

*O&M Revenue: THB 1,549mn; Share in BTSGIF: THB 724mn


THB (mn) USD (mn)*

OPERATING REVENUE 7,102 218

OPERATING EBITDA 2,836 87

NET INCOME** 2,944 90

TOTAL ASSETS 66,811 2,053

BTSG at a Glance


KEY FIGURES (as of 31 Mar 2015)

EMPLOYEES (as of 31 Mar 2015)

PROGRESSIVE DIVIDEND POLICY

SHARE INFORMATION (as of 31 Mar 2015)

STOCK CODE BTS

OUTSTANDING SHARES (MN SHARES) 11,919.3

MARKET CAPITALISATION (THB MN) 109,061.1

MARKET CAPITALISATION (USD MN) 3,350.8

AVERAGE DAILY TRADED VALUE (THB MN) 445.4

AVERAGE DAILY TRADED VALUE (USD MN) 13.7

*Source: Bank of Thailand, based on weighted-average Interbank Exchange Rate of USD 1 = THB 32.548 as of 28 May 2015

**to equity holders of the parent

Minimum THB 21bn committed dividends over 3 years

No less than THB 6bn in 2013/14



Not less than 50% of net profit (stand alone basis)

7

MASS TRANSIT 2,039 MEDIA 466

PROPERTY 918 SERVICES 505

BTS GROUP HOLDINGS 72

TOTAL 4,000


Investment Highlights


“BENEFICIARY FROM MASS TRANSIT DEVELOPMENT AND MASS TRANSIT EXPANSION ACROSS ALL OF OUR BUSINESS UNITS”

SHAREHOLDER RETURN

HIGH DIVIDEND YIELD: 3-year progressive dividend policy with minimum committed amount of THB 21bn

SECURE BUSINESS: underlying concession with

advertising rights on BTS until 2029; O&M contract until 2042

OPPORTUNITIES

STRONG FINANCIAL POSITION: BTS Group has excess cash and liquid investments of THB 24.09bn

FUTURE MASS TRANSIT LINES: potential developer and operator of future mass transit lines and extensions

EXPANSION OF FRANCHISE: expansion of VGI Global Media franchise to new extension lines and other markets

8


1,329

1,235 1,750

2012/13 2013/14 2014/15

1,030

2,563 2,820

2012/13 2013/14 2014/15

(THB mn)

NET RECURRING PROFIT

10.0%

Key Developments 2014/15


9

CAPEX

41.7% (THB mn)

DIVIDEND YIELD / DIVIDEND PAYMENT

Dividend yield of 6.4% (THB mn)

4,359

7,073 7,095

2012/13 2013/14 2014/15

Reduction in finance costs

7.4% 6.4%

4.8%

Committed dividend payment (at least THB 21bn over 3 years)

SHARE REPURCHASE PROGRAMME

In Aug 2014, BoD approved a share repurchase programme • not exceeding THB 6bn (or 5% of total issued shares) • Repurchase period: 25 Aug 2014 until 24 Feb 2015 • In conclusion: the Company repurchased 0.8% of total

issued shares (avg price = THB 9.65 / share), totaling THB 925.2mn


Contents









Appendices



Appendix 3: BTS-W3


10


4x

11

BTS Group Vision 2018

BTS Group General Presentation Section 2.1: Mass Transit Business

“TO BE THAILAND’S LEADING MASS TRANSIT DEVELOPER AND OPERATOR”

4X BKK MASS TRANSIT COVERAGE

6X MASS TRANSIT O&M REVENUE

O&M = Operation and Maintenance

MASS TRANSIT RAIL LENGTH TARGETS (KM)

74.2 79.5 84.8

461.3

515.3

31.0 31.0 36.3

154.8

2010 2011 2013 2018T 2019T 2029T

Target Network Length in km

BTS Target Distance in km

T = Target

*

*Source: Office of Transport and Traffic Policy and Planning

6x

36.3km

154.8km

2014 2018 TARGET

THB 1.5bn

> THB 10bn

2014 2018 TARGET


12

Role of BTS Group in Mass Transit Investor, Operator, Developer, Concessionaire

OPERATOR OF CORE NETWORK EXTENSIONS DEVELOPER OF RAIL MASS TRANSIT

BTS GROUP

ROLE IN MASS TRANSIT

OPERATOR OF BTS SKYTRAIN CORE NETWORK

Underlying assets have 15-year track record Growth & resilience characteristics Stable and growing dividend yield Full beneficiary of

Ridership growth Fare increases Operating leverage until Dec 2029

Exclusive operator of BTS SkyTrain Core Network (23.5km) 15 year track record Operate at cost, but potential benefit from incentive fee Limited CAPEX, large CAPACITY Remain legal concessionaire

Appointed to operate & maintain Green line by the Bangkok Metropolitan Administration (BMA) Track record since 2009 30-year contract covering Green line extensions (12.8km) from 2012 - 2042 Also covers Core Network (23.5km) from 2029 to May 2042 No ridership risk

Original developer of BTS Core SkyTrain Network Expertise as well as financial capability to invest in future mass transit lines

33.3% INVESTMENT IN BTSGIF

O

O

D

I



13

Bangkok Rail Mass Transit Master Plan 515.3 km* by 2029, 42.4% share of Mass Transit commute by 2032 Sources: Office of Transport and Traffic Policy and Planning, Bangkok Metropolitan Administration

Source: United Nations Statistics Division, BTSC, BMCL, MTR Corporation Limited, SMRT Corporation Limited, official websites of rail mass transit system in major cities

Seoul 51% Hong Kong 46% Singapore 40% Tokyo 36% Guangzhou 17% Bangkok 6%

RAIL MASS TRANSIT MARKET SHARE*

Hong Kong 34.7 Singapore 34.2 Tokyo 24.2 Bangkok 7.6

PERVASION (per million population)

Source: OTP, Singapore’s Land Transport Authority, Hong Kong’s Transport Department, MTR Corporation Limited, SMRT Corporation Limited, Japan Statistic Bureau

(rail track length per mn population)

* Percentage of people using rail mass transit over other forms of mass transit

13 BTS Group General Presentation Section 2.1: Mass Transit Business

*Includes MRTA and BMA projects


Existing Bangkok Mass Transit Network Immature network, 84.8km as of 2015

LINE ROUTE DISTANCE

(KM) OPERATING

SINCE

DARK GREEN (CORE)

MO CHIT – ON NUT 17.0 DEC 99

LIGHT GREEN (CORE)

NATIONAL STADIUM – SAPHAN TAKSIN

6.5 DEC 99

BLUE BANG SUE –

HUA LAMPHONG 20.0 JUL 04

LIGHT GREEN (EXTENSION)

SAPHAN TAKSIN – WONGWIAN YAI

2.2 MAY 09

RED LINE AIRPORT LINK

PHAYATHAI – SUVARNABHUMI

28.5 AUG 10

DARK GREEN (EXTENSION)

ON NUT – BEARING 5.3 AUG 11

LIGHT GREEN (EXTENSION)

WONGWIAN YAI – BANG WA

5.3 DEC 13

EXISTING LINES - 84.8KM; 60 STATIONS

CORE NETWORK

3 RAIL MASS TRANSIT OPERATORS

BTS: 36.3km (SkyTrain)

BMCL: 20.0km (Underground)

SRT: 28.5km (Airport Rail Link)

EXTENSIONS TO OUR CURRENT CORE NETWORK


LIGHT GREEN NATIONAL STADIUM – BANG WA 14.0km

DARK GREEN MO CHIT – BEARING 22.3km

BLUE BANG SUE - HUA LAMPHONG 20.0km

RED PHAYATHAI - SUVARNABHUMI 28.5km


BTS Group: INVESTOR in BTSGIF (Core Network) Prime position to capture growth from Network Expansion

*See Appendix 1 for details of Concession Agreement

BTSGIF has the rights to receive the NET FAREBOX REVENUE collected by BTSC on the SkyTrain Core Network until Dec 2029

Formerly, these revenues were retained by BTSC in accordance with the terms and conditions of its Concession Agreement with the BMA on the Core Network*

In Apr 2013, BTSC SOLD THE RIGHTS TO NET FAREBOX REVENUE under its concession agreement for the BTS SKYTRAIN CORE NETWORK to BTSGIF

NO REVENUE SHARING TO BMA

BTS Group used the proceeds to purchase 1/3 units in BTSGIF which is the maximum permitted amount under SEC regulations

BTS Group is subject to a lock up of 10 years on these units

WHAT IS BTSGIF? WHAT IS THE CORE NETWORK?

23 stations, 23.5km located at the heart of Bangkok Inaugural Mass Transit route, operated since Dec 1999 NO REVENUE SHARING TO BMA

I

DARK GREEN MO CHIT – ON NUT 17.0km

LIGHT GREEN NATIONAL STADIUM - SAPHAN TAKSIN 6.5km



1,4

19

1,7

80

2,1

22

2,2

94

2,5

73

2,8

17

3,0

66

3,2

24

3,2

92

3,4

85

3,5

45

4,2

97

4,8

96

5,6

77

5,8

74

59

79 96

105 118

132 139 133 136 144 145

176

197 215 219

-

10

20

30

40

50

60

70

80

90

100

110

120

130

140

150

160

170

180

190

200

210

220

230

2000/01 2001/02 2002/03 2003/04 2004/05 2005/06 2006/07 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 2014/15

Farebox revenue (THB mn) Ridership (mn)

BTS Group: INVESTOR in BTSGIF (Core Network) Uninterrupted revenue growth and resilient under pressure

Jul 04: Opening of Bangkok MRT System (Blue line)

May 10: Opening of Bangkok BRT;

Thai political protests

Aug 10: Opening of Airport Rail Link

Aug 11: On Nut – Bearing extension opening

Oct – Nov 11: Floods

INITIAL GROWTH RIDERSHIP CAGR (3 YRS): 21%

STABLE GROWTH RIDERSHIP CAGR (5 YRS): 5%

FASTER GROWTH RIDERSHIP CAGR (6 YRS) 8%

Dec 99: BTS SkyTrain service opening

Mar 07: First fare rate increase

I

May 09: Opening of Silom Line extension

Farebox revenue CAGR: 10.7% Ridership CAGR: 9.8%

GROWTH (14 YRS)


Nov 13: Thai political protests

Dec 13: Wongwian Yai – Bang Wa extension opening

Apr 13: Sale of net farebox revenue to BTSGIF

Jun 13: Fare increase


SJT 36% AVG FARE THB 30.9

30-DAY PASS (ADULT)* 30% AVG FARE THB 23.9

PURSE (STV)* 25% AVG FARE THB 26.5

30-DAY PASS (STUDENT)* 8% AVG FARE THB 19.5

ONE-DAY PASS 1% AVG FARE THB 34.1

BTS Group: INVESTOR in BTSGIF (Core Network) Flexibility to increase fares

FARE ADJUSTMENT MECHANISM

Can be adjusted no more than once every 18 months by making announcement to BMA and public 30 days in advance Must not exceed the Authorised fare

EFFECTIVE FARE

Normal situation: upon change of Bangkok’s CPI >=5%, may adjust up to 7% (No approval required)

Special situation: upon change of CPI (>= 9%), USD/THB foreign exchange rate, interest rate or electricity costs (BMA approval required)

AUTHORISED FARE

HISTORICAL AVERAGE FARE RIDERSHIP BY TICKET TYPES (FY 14/15)

I

DISTANCE-BASED FARE (BY NO. OF STATIONS)

THB / Trip

20.1

26.8

33.5

40.2

46.9

53.6

60.3

15.0

22.0 25.0

28.0 31.0

34.0 37.0

42.0

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

AUTHORISED FARE

EFFECTIVE FARE

POTENTIAL FARE UPSIDE

NO. OF STATIONS

THB

* Counted as Rabbit


21

.4

22

.1

24

.2

24

.2

24

.1

24

.4

24

.4

24

.8

26

.4

26

.9

2005/062006/072007/082008/092009/102010/112011/122012/132013/142014/15


145

176 197

215 219

57.1%

67.5% 67.8% 68.8% 69.9%

0.0 %

10. 0%

20. 0%

30. 0%

40. 0%

50. 0%

60. 0%

70. 0%

80. 0%

2010/11 2011/12 2012/13 2013/14 2014/15

100

120

140

160

180

200

220

240

260

280

300

Core BTS SkyTrain Ridership (mn) Operating EBITDA Margin (%)

18

STRONG RIDERSHIP GROWTH ALONG WITH SUSTAINED MARGIN EXPANSION

CORE COSTS AND SG&A BREAKDOWN – FY 14/15

EBITDA MARGIN COMPARISON (CORE ONLY)

MAINTENANCE EXPENSES BREAKDOWN

Core Network Performance Efficient operation; further scope for cost efficiency


MAINTENANCE, 14%

STAFF COST, 19%

UTILITIES, 8% DEPRECIATION, 50%

ADMIN, 4%

* FY ending 31 Mar 2014, 2015 ** FY ending 31 Dec 2013, 2014

68.8%

15.1%

44.3%

69.9%

17.4%

43.1%

BTS SkyTrain* Singapore MRT* Hong Kong MTR**

FY 13/14 FY 14/15

387 391 417 377 365 344 336

387

171 200

59

40 27

11 79

95

250

300

350

400

450

500

550

600

650

2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 2014/15

Major overhaul expenses General maintenance expense

(THB mn) OTHERS, 7%


ESTIMATED FLEET***

X7 28 +13.5% ~THB 2.0bn

70

+47.1%

TOTAL FUTURE FLEET X59 306

CURRENT FLEET NO. OF TRAINS TOTAL CARRIAGES CAPACITY INCREASE (CUMULATIVE)

INDICATIVE CAPEX (THB mn)

X35 105 FULLY PAID

X12 48

35

FULLY PAID

FULLY PAID

X5 20

FULLY PAID

TOTAL CURRENT FLEET X52 208

BTSGIF Investment Core Concession for BTS Core SkyTrain Network Ample capacity with limited Capex for concession period

SYSTEM DESIGN

CAPACITY

OF 50,000 PPHPD*

CURRENT CAPACITY

OF 24,000** PPHPD * Based on 2 assumptions: i) 6-car trains in service and ii) 2 min headway ** Based on Sukhumvit Line morning peak time *** Based on existing contracts (core network and O&M contracts up to 2042)

Already operated in May 2013

Already fully operated in Feb 2014


Expect to order in 2017, expect to be delivered in 2019

Expected required by 2032


BTSC is the OPERATOR of the Core Network Thailand’s most experienced Operator

Reliable Operations Team with 15-year track record Impeccable safety record Strong management expertise

OPERATED & MAINTAINED THE CORE NETWORK SINCE 5 DEC 1999

REMAINS THE CORE NETWORK OPERATOR FOLLOWING

ESTABLISHMENT OF BTSGIF

BTSC operates the Core Network on behalf of BTSGIF It deducts OPEX and CAPEX at cost (no margin) BTSC receives an incentive fee from BTSGIF

Net Farebox Revenue (transferred to BTSGIF daily)

FAREBOX REVENUE OPERATING EXPENSES

CAPITAL EXPENDITURE

Incentive Fee

All farebox revenue from passengers in the Core BTS SkyTrain system

Other revenue and compensation from any person under, arising out of or relating to concession or the farebox revenue of the Core BTS SkyTrain system

Excludes revenue from O&M business extension, media business and revenue from BTSC’s other business

Cost relevant to the Core BTS SkyTrain system such as maintenance capital expenditure, labor, electricity, etc.

New rolling stock for the Core BTS SkyTrain system to serve future ridership

net of PAYABLE BY BTSGIF TO BTSC ONLY WHEN NET FAREBOX REVENUE EXCEEDS BUDGET

1. NO INCENTIVE FEE If actual Net Farebox Revenue ≤ 100%

of Budget 2. 10% INCENTIVE FEE On actual amount exceeding 100% but not exceeding 125% of Budget 3. FEE FROM ITEM 2 PLUS 15% OF THE

INCREMENTAL AMOUNT EXCEEDING 125%

If actual amount > 125% of Budget

O



TH

B 1

.5b

n

THB

3.7

bn

T

HB

4.6

bn

14

/15

15

/16

16

/17

17

/18

18

/19

19

/20

20

/21

21

/22

22

/23

23

/24

24

/25

25

/26

26

/27

27

/28

28

/29

29

/30

30

/31

31

/32

32

/33

33

/34

34

/35

35

/36

36

/37

37

/38

38

/39

39

/40

40

/41

41

/42

42

/43

Interest income O&M - Core Network O&M - Extension

BTSC: OPERATOR of Green Line Extensions 12.8km of extensions already under contract

O&M COSTS AND SG&A BREAKDOWN - FY14/15

BTSC has operated & maintained the extensions since 2009 Agreed fee income with no ridership risk 30-year contract, covers:

11 stations/12.8km extensions (May 2012 – May 2042) 23 stations/ 23.5km Core Network (Dec 2029 – May 2042)

Existing extensions LIGHT GREEN: Saphan Taksin - Wongwian Yai (2.2km/2 stations) DARK GREEN: On Nut – Bearing

(5.3km/5 stations) LIGHT GREEN: Wongwian Yai - Bang Wa

(5.3km/4 stations)

O


MAINTENANCE, 21%

STAFF COST, 39%

OTHERS, 14%

CLEANING & SECURITY GUARD, 9%

DEPRECIATION, 2%

UTILITIES, 14%

EXTENSION Saphan Taksin – Bang Wa

EXTENSION On Nut - Bearing

CORE NETWORK

O&M PRE-AGREED REVENUE (Excl. VAT)

• CAGR (extension) from FY 14/15 to FY 41/42 = 5.5% • CAGR (core network) from FY 30/31 to FY 41/42 = 1.5%


LINE ROUTE AUTHORISING

BODY OPERATE YEAR

CONSTRUCTION PROGRESS

DISTANCE (KM)

PURPLE BANG YAI - BANG SUE MRTA 2015 UNDER CONSTRUCTION 23.0

BLUE HUA LAMPHONG - BANG KHAE MRTA 2016 UNDER CONSTRUCTION 14.0

BLUE BANG SUE - THA PRA MRTA 2016 UNDER CONSTRUCTION 13.0

DARK RED BANG SUE - RANGSIT SRT 2017 UNDER CONSTRUCTION 26.3

DARK GREEN SOUTH

BEARING - SAMUT PRAKARN MRTA 2018 UNDER CONSTRUCTION 12.8

DARK GREEN NORTH

MO CHIT – SAPHAN MAI – KHU KHOT MRTA 2019 UNDER CONSTRUCTION 18.4

LIGHT GREEN BANG WA - BOROMMARATCHACHONNANI BMA 2019 7.0

LRT BANG NA - SUVARNABHUMI BMA 2018 18.3

GREY WATCHARAPHON – RAMA 9 BRIDGE BMA 2019 26.0

PINK KHAE RAI – PAK GRED – MIN BURI MRTA 2020 – 2021 36.0

DARK GREEN SAMUT PRAKARN - BANGPU MRTA 2018 7.0

YELLOW LAD PRAO – SAM RONG MRTA 2019 30.4

ORANGE TALING CHAN – MIN BURI MRTA 2019 39.8

LIGHT RED BANG SUE - PHAYATHAI – MAKKASAN SRT 2019 15.3

DARK RED RANGSIT – THAMMASART UNIVERSITY SRT 2018 10.0

DARK RED BANG SUE - HUA LAMPHONG SRT 2018 6.5

TOTAL (KM) 303.8

303.8KM ONGOING PROJECTS PRIORITISED BY THE GOVERNMENT, 107.5KM UNDER CONSTRUCTION

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

118.5km

BTS Group: Potential DEVELOPER of Mass Transit Extensions Focused on 6 lines; total length of 118.5km

D

Sources: Office of Transport and Traffic Policy and Planning, National Council for Peace and Order, Mass Rapid Transit Authority of Thailand, Bangkok Metropolitan Administration, Ministry of Transport



BTS Group: Potential DEVELOPER of Mass Transit extensions BTSG well-positioned for new contracts

D

*See Appendix 2 for details of CAPEX requirements


BTSG is WELL-POSITIONED FOR NEW CONTRACTS

Relevant expertise Financial strength Green line advantage

New contracts are expected to be on a ‘PPP GROSS COST BASIS’

Operator to invest in E&M works with repayment

from government Operator given operation

contract Variations will be considered

PINK LINE • Khae Rai – Min Buri (36.0km) • Expected turnkey bidding: 2015 • Target operation: 2020 – 2021

DARK GREEN NORTH LINE • Mo Chit – Saphan Mai – Khu Khot (18.4km) • Expected O&M award: early 2016 • Target operation: 2020

GREY LINE • Watcharaphol – Rama 9 Bridge (26.0km) • Feasibility study underway • Expected bidding (Phase I): early 2016 • Target operation (Phase I): 2019

Phase I: Watcharaphol – Thong Lo (16.3km)

LIGHT RAIL TRANSIT (LRT) • Bang Na – Suvarnabhumi (18.3km) • Awaiting EIA approval • Expected bidding: 2015 • Target operation: 2018

DARK GREEN SOUTH LINE • Bearing – Samut Prakarn (12.8km) • Civil works progress: 54.9% (as of Apr 2015) • Expected O&M award: end 2015 or early 2016 • Target operation: late 2019

Sources: Office of Transport and Traffic Policy and Planning, Mass Rapid Transit Authority of Thailand, Bangkok Metropolitan Administration, Ministry of Transport

Light Green Line • Bang Wa – Borommaratchachonnani (7.0km) • Expected O&M award: early 2017 • Target operation: 2019


With 6 distinctive advantages, we are in very good position to achieve our vision

Dark Green North

(Mo Chit – Saphan Mai – Khu Khot)

Dark Green South

(Bearing – Samut

Prakarn)

Pink LRT

Light Green

(Bang Wa – Boromma

ratchachonnani)

Grey

1) The only operator who can provide seamless services

~15-minute interchange time saved*

2) Lower project CAPEX

3) Lower O&M OPEX ~10% operating costs and 15% maintenance costs

saved*

4) Proven track records • 15 years’ experience in running BTS core lines • Completed BTS core line construction in 35 mths

5) Financial strength with THB 24bn excess liquidity

6) Financial flexibility from the BTS-W3 warrants

*compared between seamless model and shuttle service model



Contents









Appendices



Appendix 3: BTS-W3


25


Source: The Nielsen Company (Thailand) Limited

Thai Media Market Overview – FY 14/15 Historical Thai Ad Expenditures (THB bn)

Top 10 Ad Spending by Segments

Industry CAGR

1.9%

OOH* CAGR

8.4%

Overview of Media Business

Note: Excludes classified ads and house ads.

Source: The Nielsen Company (Thailand) Limited Note: Excludes classified ads and house ads.

26 BTS Group General Presentation Section 2.2: Media Business

Traditional CAGR -2.2%

Note: VGI discontinued operations in Modern Trade Media effective 1Q 15/16

TV 62%

Newspapers 13%

Cinema 4%

Radio 5%

Magazines 5%

Outdoor 4%

Transit 4%

In-Store 2%

Internet 1%

Total market value of advertisement industry = THB 101.6bn

89.8 92.6 103.5 105.4

114.1 110.9 101.6

08/09 09/10 10/11 11/12 12/13 13/14 14/15

27.4 26.2 26.9 26.4 27.0 26.4 23.5

6.5 6.6 7.4 8.7 10.5 10.2 9.8

08/09 09/10 10/11 11/12 12/13 13/14 14/15

Note: Out-of-Home Media = Outdoor, Transit and In-Store Traditional Media = Radio, Newspapers and Magazines Source: The Nielsen Company (Thailand) Limited

OVERALL MEDIA INDUSTRY

1 FMCG 40%

2 MOTOR VEHICLES 8%

3 COMMUNICATIONS 7%

4 GOVERNMENT & COMMUNITY ANNOUNCEMENT 6%

5 LEISURE 5%

6 MEDIA & MARKETING 4%

7 RETAIL SHOPS/STORES 3%

8 INSURANCE 3%

9 BANKS 2%

10 REAL ESTATE 2%

MASS TRANSIT MEDIA

1 FMCG 49%

2 COMMUNICATIONS 15%

3 BANKS 6%

4 CREDIT/DEBIT CARDS 5%

5 TRAVEL & TOUR 5%

6 MEDIA & MARKETING 5%

7 RETAIL SHOPS/STORES 4%

8 MOTOR VEHICLES 4%

9 MULTI SECTIONS ADVERTISING 3%

10 REAL ESTATE 3%


53% 61%

47% 39%

FY 13/14 FY 14/15

27

Media Business: Financial Performance High Margins, No Leverage

Revenues by business unit

Key Financial Ratios

(THB mn)

FY 13/14 FY 14/15

OVERALL 61% 59%

BTS-RELATED MEDIA 88% 83%

OFFICE BUILDING & OTHERS 30% 23%

BTS Group General Presentation Section 2.2: Media Business

BTS-related Media

Office Buildings & Other Media

1,370

1,959

2,795 3,121

2,926

756 1,012

1,386 1,580 1,530

FY 10/11 FY 11/12 FY 12/13 FY 13/14 FY 14/15

Operating Revenue Operating EBITDA

Gross Profit Margin

Operating revenues and Operating EBITDA

FY 13/14 FY 14/15

NET PROFIT MARGIN 36.4% 28.3%

RoA 27.8% 43.1%

RoE 44.3% 60.7%

DEBT-TO-EQUITY N.A. 0.3x

Note: Ratios taken from VGI’s consolidated financial statements


871 1,125

1,379 1,660 1,776

FY 10/11 FY 11/12 FY 12/13 FY 13/14 FY 14/15

BTS SkyTrain Media Exclusive rights for the Core BTS SkyTrain Network

BTS Media Revenue (THB mn)

CAGR (4 years) = 19.5%

KEY CONCESSION TERMS

Exclusive rights for 23 stations & all BTS trains In Trains & On-Stations Merchandising Area Additional areas

RIGHTS

First right to renew contract and extend space on additional mass transit projects that BTSC is granted the rights to operate media space

18 May 2012 – 4 December 2029

EFFECTIVE PERIOD

CONCESSION FEE (PAYABLE TO BTSC)

5% - 20% of total revenues/year (an incremental increase of 5% every 5 years)

PAST SUCCESS

DIGITAL MEDIA

STATIC MEDIA (ON BTS SKYTRAIN & PLATFORMS)

Platform Truss LED & Platform Screen Door Digital Screen inside the train

Train Body Wrap Cladding

MERCHANDISING SPACE

Merchandising Shop Merchandising Shop

28 BTS Group General Presentation Section 2.2: Media Business


29

Office Buildings and Other Media

KEY CONTRACT TERMS

RIGHTS AND LENGTH OF CONTRACT

Office Buildings 103 buildings in CBD, 3-5 years contract (avg.) Outdoor LED (Selling Agent) 4 locations in Bangkok 1 year contract with renewable rights Chulalongkorn University (CU) Bus 15 buses and 15 bus-stops 1 year contract with renewable rights

LICENSE FEE

Revenue sharing and fixed rates

PAST SUCCESS

Changed to integrated network across all office buildings, increasing sales by 50%

Bundled Office Building Media with the Company’s other media and sold as a package, increasing occupancy and driving sales by 100%

Digital Screen in Elevators Lift Wrap

Rama 9 Junction

Bus Body Wrap Bus Shelter

Pratunam Junction

OFFICE BUILDING MEDIA

CHULALONGKORN UNIVERSITY (CU) BUS

OUTDOOR LED SCREENS



30

Outdoor Media

KEY CONTRACT TERMS

RIGHTS AND LENGTH OF CONTRACT

ACCOUNTING METHOD

Take equity method

SYNERGY

Sales synergies are created by bundling media packages with VGI’s existing network

VGI appointed as exclusive selling agents

Knowledge sharing among highly experienced management team

Billboard Street Furniture

MACO’S MEDIA

MIDAS’ MEDIA


Outdoor Media Expansion into Outdoor Media segment through holdings in

other outdoor advertising companies 24.96% stake in Master Ad PCL (MACO; listed on Stock Exchange

of Thailand) 30.0% holdings in Midas Global Media Company Limited (MIDAS;

non-listed) Total network of 170 billboards and 66 lightboxes & LEDs in

Bangkok and vicinity

Transit Media Made-to-Order

LED Lightboxes


Contents









Appendices



Appendix 3: BTS-W3


31


25.4%

47.8%

26.8%

Property Portfolio

PROPERTY BOOK VALUE BREAKDOWN LAND FOR DEVELOPMENT ALONG MASS TRANSIT ROUTE

Location Total Area (Rai) Total Area (Sq.m.)

Bangkok 61.6 98,504.0

Samutprakarn 319.8 511,711.6

Nakorn Ratchasima 661.4 1,058,180.0

Chiang Rai 163.1 260,992.0

Phuket 37.3 59,740.0

Other Provinces 95.2 152,372.0

Total 1,877.4 2,183,512.2

ABSTRACTS 66/1

ABSTRACTS PHY

THANA CITY GOLF & SPORTS CLUB SITE AREA: 511,712 SQ.M.

*as of 20 Apr 2015 based on property value as of 31 Mar 2015

32 BTS Group General Presentation Section 2.3: Property Business

TOTAL BOOK VALUE:

THB 7.6BN*

Land bank THB 2.0bn

Commercial THB 3.6bn

Residential THB 1.9bn

LIST OF LAND BANK


33

Commercial and Residential Property

COMMERCIAL PROPERTY REVENUE BREAKDOWN NO. OF KEYS UNDER HOTEL GROUP

RESIDENTIAL PROPERTY

LOCATION: 250M FROM NEW BTS STATION

SITE AREA: 33,420 SQM (20-3-55 RAI)

LAND TENURE: FREEHOLD

AVERAGE SALE PRICE: THB 76,400 PER SQM

LOCATION: 250M FROM BTS UDOMSUK

SITE AREA: 3,160 SQM (1-3-90 RAI)

LAND TENURE: FREEHOLD

AVERAGE SALE PRICE: 75,000 PER SQM

ABSTRACTS PHAHONYOTHIN PARK ABSTRACTS SUKHUMVIT 66/1

# 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

# UNITS GFA(SQM) NFA(SQM)

THE MOON 56 4,540 2,500

THE SUN 56 4,540 2,500

TOTAL 112 9,080 5,000

TDC: THB 296MN (USD 10MN) TDC: THB 2,527MN (USD 81MN)

Debt THB 1,697mm USD 54mn

Equity THB 732mn USD 24mn

Deposit & Sales proceeds THB 196mn USD 6mn

Deposit & Sales

proceed THB 93mn USD 3mn

Equity THB203mn USD 7mn

BTS Group General Presentation Section 2.3: Property Business

U Sathorn

Eastin Grand Sathorn (EGS)

U Inchantree Kanchanaburi

U Chiang Mai

Divested EGS to UCITY

Others 13%

Eastin Grand Sathorn 54% U-Hotels

11%

Thana City Golf 22%

FY 14/15 Commercial

Property Revenue:

THB 932mn

“PROJECT COMPLETED”

41 41 67

457

153 26

390

86

Jun 2008 Nov 2010 Oct 2012 Dec 2014 Apr 2015

http://www.abstractscitizen.com/p-lnsprtn.php


34

Property Update – Partnership Approach

SANSIRI TRANSACTION

BTS and SIRI entered into a “STRATEGIC ALLIANCE FRAMEWORK AGREEMENT” (SAFA)

Exclusive partnership to jointly invest and develop residential developments for sale within 500m of mass transit stations

Establish a 50:50 Joint Venture Company (JVCo)

Target THB 25-30bn in project value developed over 5 years

First project (Mo Chit) • Project launched in May 2015 • Construction Completion expected in early 2018 • Expected units transferred in late 2018 to early 2019

There is an approval for the establishment of 7 additional JVs to accommodate the development plan of new residential projects for sale within the next 12 months.

Divest 3 assets to NPARK for consideration of THB9.4bn in exchange for NPARK shares representing 35.64% of total issued shares of NPARK

NPARK’s shareholders approved the entry into the transactions and whitewash resolution on 29 Dec 2014

Transaction was concluded on 20 April 2015

These transactions enable BTS Group to: 1. Recognise gains on sale of assets to the benefit of existing BTS Group shareholders 2. Partnered with real estate players with expertise in their respective sectors 3. Retain a major economic stake in the development of those assets 4. Use only existing assets as equity without the need for further capital investment

NPARK TRANSACTION

For detailed information on the transactions, please refer to our Strategic Partnership for City Living presentation at: http://bts.listedcompany.com/misc/presentation/20141017-bts-property-strategy.pdf

BTS Group General Presentation Section 2.3: Property Business

http://bts.listedcompany.com/misc/presentation/20141017-bts-property-strategy.pdf









Contents









Appendices



Appendix 3: BTS-W3


35


36

Overview of Services Business

BANGKOK SMARTCARD SYSTEM (BSS)

BTS Group General Presentation Section 2.4: Services Business

TOP-UP CHANNELS

BTS Ticket Offices

McDonald’s

AIS Kiosks

Auto Top-up w/ Co-branded

Cards

Over-the-Air

The E-money service provider with a common ticketing system

supporting BTS and BRT. BSS system also encompass other forms

of public transportation as well as retail, service and tourism

sectors.

RABBIT

>50 brand

partners

• Use with mobile devices supporting NFC technology

• Use on BTS SkyTrains & BRT

• Use in retail stores

Mini Mart Food Court

BRT Ticket Offices

4.0mn Rabbit cards in circulation

(as of Jul 2015)


Thana City Branch

37

Overview of Services Business

Premium Chinese restaurant chain managed by Man Kitchen

4 existing dine-in branches and 3 express branches

Plans underway to develop 6-9 more branches under various

formats by 2015

Joint venture originally founded between BTS and HHT

Construction, 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

Partnership between BTS and experienced management team,

whose track record include Four Seasons Samui & Chiang Rai

& JW Marriott Phuket & Bangkok

Provide hospitality and consultancy services for hotel

development across Asia

Currently manages 3 to 4 star hotels under “U Hotels & Resorts”

and “Eastin Hotels & Residences” brands

Number of hotels 60 80 Number of rooms >8,900 10,000 Under AHS contracts 2014/15 2015/16E

CHEFMAN RESTAURANTS ABSOLUTE HOTEL SERVICES (AHS)

BTS Group General Presentation Section 2.4: Services Business

Eastin Grand Sathorn Branch

Express Branch at Royal Place 2

Royal Place 2 Branch


Contents









Appendices



Appendix 3: BTS-W3


38


32% 37%

41% 44%

19% 15%

8% 4%

Revenue Contribution Gross profit Contribution

BTSG Financial Performance

(1) Operating EBITDA excludes non-recurring items but includes share of profit (loss) from BTSGIF (2) Net income attributable to equity holders of the parent (3) Operating EBITDA/finance cost (4) Interim and Final dividends, calculated on annual basis using BTS TB closing share price on the date

of the Board of Directors’ meeting approving the relevant dividend

Consolidated FS (THB mn)

FY 14/15

FY 13/12 FY 12/11

FY 11/10

Operating revenues 7,102 8,532 10,375 7,720

Operating expenses 3,163 4,147 5,317 4,077

Non-recurring items 520 10,971 897 1,189

EBITDA 4,937 10,334 6,186 5,344

Operating EBITDA(1) 2,836 3,100 5,081 3,913

Net income(2) 2,944 12,598 1,719 2,106

Key financial ratios FY 14/15 FY 13/12 FY 12/11 FY 11/10 Profitability ratios (%)

Gross operating profit margin 55.5% 51.4% 48.8% 47.2% SG&A to operating sales ratio 22.0% 19.5% 16.6% 15.8% Accounting EBITDA margin 51.8% 73.% 53.3% 57.8% Operating EBITDA margin(1) 39.9% 36.3% 49.0% 50.7%

Recurring net profit margin (%) 32.8% 25.4% 9.7% 13.2% Liquidity ratio Current ratio (times) 3.83x 4.36x 5.79x 0.94x Leverage (Times) Total liability to total asset 0.22x 0.22x 0.25x 0.45x Total liability to total equity 0.28x 0.29x 0.33x 0.81x Net debt to equity (0.11)x (0.03)x 0.17x 0.67x Net debt to operating EBITDA (1.96)x (0.65)x 1.66x 6.32x Interest coverage(3) 7.03x 4.94x 4.07x 2.73x

Per share ratios (THB per share)

Book value per share 4.38 5.09 5.05 4.05 Dividend yield (4) 6.38% 7.37% 4.71% 6.38%

REVENUE & GP CONTRIBUTION BY BUSINESS UNIT

REVENUE COMPARISON BY BUSINESS UNIT

** Subject to shareholders’ approval of the final dividend of THB 0.30per share. Dividend yield based on share price as of date prior to Board of Directors’ approval of relevant dividend payment

39 BTS Group General Presentation Section 3: Financial Summary

Property

Mass Transit

Media

Services

(THB mn)

2,077 3,121 2,934

399

8,532

2,274 2,926

1,355 548

7,102

Mass Transit Media Property Services Total

FY 13/14 FY 14/15


Type No. of outstanding

warrants (mn) Exercise ratio

(warrant : share) Exercise price (THB)

No. of shares (mn)

% Dilution

BTS-WA 37.8 1 : 0.16 4.375 1.8 0.0%

BTS-WB 16 1 : 1 5.01 16.0 0.1%

BTS-W3 3,971.6 1 : 1 12.00 3,971.6 25.0%

Total 3,989.4 25.1%

DILUTION IMPACT

THB mn

Registered Capital (15,913.1mn shares @ THB 4.0)

63,653

Issued and paid-up (11,914.2mn shares @ THB 4.0)

47,657

Others 3,861

Retained earnings (Deficits) 475

Total Shareholders’ Equity 59,762

Equity Structure

LIABILITIES AND EQUITY SHAREHOLDER’S EQUITY

as of 31 Mar 2015

76,757 66,812 (THB mn)

Equity

Current liabilities

Non-current liabilities

as of 31 Mar 2015

40 BTS Group General Presentation Section 3: Financial Summary

ESOP

78% 78%

11% 12%

11% 10%

31-Mar-14 31-Mar-15


2015/16 BTS Group Targets and CAPEX

BTS GROUP CAPEX (THB mn)

*excludes BTS Assets’ revenues **excludes real estate development cost for Property business

MEDIA

12% Revenue Contraction (excl. Modern Trade Media)

PROPERTY

THB 620mn Residential Property Revenue

THB 590mn* Commercial Property Revenue

MASS TRANSIT

4 – 6% Ridership Growth

2% Average Fare Increase

3% O&M Revenue Growth

2015/16 BTSGIF CAPEX is expected to be approx. THB 280mn (not included in BTS Group CAPEX)

41

BTS GROUP TARGETS

SERVICES

5.0mn Rabbit Cards in circulation

6-9 additional ChefMan branches

BTS Group General Presentation Section 3: Financial Summary

105

270

1,220

305

10

Masstransit

Media Property Services BTS Group

FY 15/16 TOTAL CAPEX**: THB 1,910MN


Contents









Appendices



Appendix 3: BTS-W3


42


Appendix 1: Core Network Concession Agreement Key terms and background

BTS Group General Presentation Appendix 1: Core Network Concession Agreement

BTS SKYTRAIN

BTSC BMA

EXCLUSIVE OPERATION RIGHT

CONCESSION AGREEMENT

MINISTRY OF

INTERIOR

AUTHORISATION

BTS SKYTRAIN

BTSC BMA

EXCLUSIVE OPERATION RIGHT

CONCESSION AGREEMENT

MINISTRY OF

INTERIOR

AUTHORISATION

BTSGIF NET REVENUE TRANSFER

AGREEMENT

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

30 YEARS CONCESSION

30 years of concession period ending 4 Dec 2029, approximately 17 years remaining

NO REVENUE SHARING OR CONCESSION FEES FOR BMA

Exclusive right to operate and retain all farebox revenues from BTS SkyTrain System during the period of the concession

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 5 Dec 1999

EXTENSIONS

BTS must inform the BMA of such intent at least 3 years (< 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 ROFR 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.

43


18,849 15,000 12,250

46,099

9,129 20,056

23,152

10,500 12,000

74,837

-

-

-

-

2,400

-

2,400

Dark Green South(Bearing - Samut

Prakarn)

Dark Green North (MoChit - Saphan Mai -

Khu Khot)

Pink Line (Kae Rai -Min Buri)

LRT (Bang Na -Suvarnabhumi)

Light Green line (BangWa - Taling Chan)

Grey Line(Watcharaphon -

Rama 4)

Total

Rolling Stock E&M Civil works

Appendix 2: Future Funding Requirements (Mass Transit) BTS Pipeline

BTS Group General Presentation Appendix 2: Future Funding Requirements (Mass Transit)

PROJECTED CAPEX BREAKDOWN OF 6 EXPECTED FUTURE LINES (THB mn)

KEY ASSUMPTIONS

Total CAPEX for 6 lines = THB 123.3bn with D/E Ratio = 1.5 : 1 Total equity required by BTS Group = THB 49.3bn

Source: Office of Transport and Traffic Policy and Planning (OTP), Mass Rapid Transit Authority of Thailand (MRTA) and Company estimates

123,336

24,250 25,500

42,001

9,129

20,056

2,400

44

Borommaratcha- chonnani)

12.8km

18.4km

36.0km

18.3km

7.0km

26.0km

118.5km


(6,734)

(3,946)

(2,570) (2,581)

(395) (349) (302) (256) (209) (163) (116) (70) (23)

2,119 2,100 2,027 1,953 1,879 1,806 1,732 1,658 1,584

1 2 3 4 5 6 7 8 9 10 11 12 13

E&M Interest expense Reimburse from Gov. Interest Income from Gov.

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34

Appendix 2: Future Funding Requirements (Mass Transit) PPP Gross Cost (E&M only) – Dark Green North (Mochit – Saphan Mai)

BTS Group General Presentation Appendix 2: Future Funding Requirements (Mass Transit)

134,616 THB mn

FINANCING AND REPAYMENT OF E&M

O&M REVENUE

KEY ASSUMPTIONS

1) 3 to 4-year investment period 2) 10-year repayment from govt. 3) Interest rate (neutral) 4) D/E of 1.5x

KEY ASSUMPTIONS

1) 30-year contract from operating date

2) O&M revenue of THB 141mn/km in FY 16/17 with growth rate of 3.5% p.a.

3) EBITDA margin of 40% 4) Tax holiday of 8 years

YEAR

YEAR

1,511

45


Appendix 3: BTS-W3 Term Sheet

BTS Group General Presentation Appendix 3: BTS-W3

TICKER BTS-W3

TERMS 5 YEARS

ISSUE DATE 1 NOV 2013

EXPIRY DATE 1 NOV 2018

EXERCISE PERIOD QUARTERLY STARTING FROM DEC 2016 TO SEP 2018 WITH THE LAST EXERCISE DATE ON 1 NOV 2018 (TOTAL 9 TIMES)

WARRANT PRICE -

ALLOCATION TO EXISTING SHAREHOLDERS AT THE RATIO OF 3 BTS EXISTING SHARES : 1 BTS-W3

NO. OF WARRANTS 3,944,626,464 UNITS

EXERCISE RATIO 1 BTS-W3 TO 1 NEW COMMON SHARE OF BTS

EXERCISE PRICE THB 12.00 PER SHARE

EXPECTED MAXIMUM

PROCEEDS THB 47,336MN

WARRANTS TERMS AND CONDITIONS

46



BTS Group General Presentation Appendix 4: BTSC’s Quality Management System

OCCUPATIONAL HEALTH AND SAFETY ZONE CERTIFICATE ACCREDITED BY BUREAU VERITAS CERTIFICATION (THAILAND) LTD. (BV).

OHSAS 18001 : 2007

QUALITY MANAGEMENT SYSTEMS CERTIFICATE ACCREDITED BY BUREAU VERITAS CERTIFICATION (THAILAND) LTD. (BV).

ISO 9001 : 2008

LLOYDS REGISTER RAIL’S BEST PRACTICE MODEL IMPLEMENTATION.

LLOYDS REGISTER RAIL

ISO 14001: 2004

ENVIRONMENTAL MANAGEMENT SYSTEMS CERTIFICATE ACCREDITED BY BUREAU VERITAS CERTIFICATION (THAILAND) LTD. (BV).

47

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