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VGI Global Media PCL
VGI General Presentation & 2015/16 Earnings UpdateJune 2016
Investment involves risk. Prospective should understand the characteristics of Securities and study information about VGI Global Media Public CompanyLimited (“VGI” or the “Company”) before making a decision to invest in Securities.
This Presentation is not intended to provide the basis for any investment decision, nor to substitute your own analysis and investigation, and should not beconsidered as a recommendation to any recipient of this Presentation. Some statements made in this presentation are forward-looking statements, whichare subject to various risks and uncertainties. These include statements with respect to the Company’s corporate plans, strategies and beliefs and otherstatement that are not historical facts. These statement can be identified by the use of forward-looking terminology such as “may”, “will”, “expect” ,“intend”, “estimate”, “continue”, “plan” or other similar words.
The statements are based on the assumptions and beliefs of the Company’s management in light of the information currently available to the Company.These assumptions involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from anyfuture results, performance or achievements expressed or implied by such forward-looking statements. Nothing in this Presentation is, or should be, reliedon as promise or representation of the Company as to the future.
Disclaimer
2
Section 1 Company Overview 4
Section 2 Thai Media Market Overview 8
Section 3 Business Profile
Section 3.1 BTS-related Media 10
Section 3.2 Office Building Media 17
Section 3.3 Other Media 20
Section 4 Financial Information & 2015/16 Performance 28
Section 5 Nationwide Integrated Media Platform 35
Section 6 Organisation and Company Structure 41
Appendices
Agenda
3
Included as a constituent member of SET100 Index in Jul 2013
Included as a constituent member of SET50 Index in Jan 2014
Formed a JV named Midas Global Media Co., Ltd. (MIDAS)
2013/14
4
Company OverviewKey Milestone
1999
Granted initial “License to Manage Marketing Services Agreement” from BTSC
Exclusive license to manage the advertising spaces and merchandising areas of 23 stations and all trains for a period of 10 years
2003
Granted initial “Advertisement Display Concession Agreement” from Watsons
2004
Granted initial “Advertisement Display Concession Agreement” from Tesco Lotus (non-Sales floor)
2005
Granted initial “Advertisement Display Concession Agreement” from Big C (non-Sales floor)
2009/10
Granted “Advertisement Display Concession Agreement” from Carrefour
BTSC becomes major shareholder of VGI
VGI acquired POV (Office Building Media)
2011/12
Granted Advertisement Display Concession Agreement in “Sales floor” from Tesco Lotus and Big C
Amended “License to Manage Marketing Services Agreement” with BTSC
Listed on SET in Oct 2012
2012/13 2014/15
Invested in MACO - a leader in billboard and street furniture business, by acquiring 24.96% of MACO’s total shares in May 2014.
Terminated Modern Trade media business
Selected as “Best under a billion” by Forbes Asia
Section 1: Company Overview
Entered into aviation media by investing in Aero Media 20% of its total shares.
Reduced stake in MIDAS from 30% to 11.11%
Announced our intention to evolve in “Nationwide Integrated Media Platform”
Increased stake in MACO from 24.96% to 37.42%
2015/16
1,0
53
1,0
33
75
5
2.5%
3.5%
2.4%
0.0%
1.0%
2.0%
3.0%
4.0%
-
500
1,000
1,500
2013/14 2014/15 2015/16
Dividend (THB mn) Dividend Yield (%)
(THB) (THB mn)
5
% May 161 BTSC 51.0%
2 BTSG 23.3%
3 MR. NARES NGAMAPICHON 2.7%
4 STATE STREET BANK EUROPE LIMITED 1.9%
5 THAI NVDR 1.7%
6 NORTRUST NOMINEES LIMITED 1.5%
7 UOB KAY HIAN PRIVATE LIMITED 0.9%
8 CHASE NOMINEES LIMITED 0.9%
9 KRUNGSRI LONG-TERM DIVIDEND FUND 0.7%
10 MR. KEEREE KARNJANAPAS 0.5%TOTAL TOP 10 SHAREHOLDERS 85.1%TOTAL ISSUED SHARES (mn shares) 6,864,321,852
SHAREHOLDING STRUCTURE (as of May 2016) DIVIDEND INFORMATION
Note:• Dividend yield is calculated using VGI closing share price one day before the date of BOD meeting approving the relevant dividend.• 2012/13 final dividend and 2013/14 and 2014/15 interim dividend included stock dividend (at par value) of 10:1, 25:1 and 1:1,
respectively.• 2015/16 dividend yield per share is calculated from share price one day before AGM on 6 July 2015
Dividend Policy:
Not less than 50% of net profit.
Payout Ratio
13/14 14/15
93% 123%
SHARE PRICE MOVEMENT (as of 31 MAY 2016)
BTSC
BTSG
Kanjanapas Family BTSG’s Minorities
BTSC’s Minorities
41.0% 59.0%
97.5% 2.5%
0.1%
51.0%
PublicKanjanapas
Family
25.2% 0.5%
23.3%
TOP 10 SHAREHOLDERS (based on latest close book)
Section 1: Company Overview
Company OverviewAt a glance
15/16
85%
4.78
-
500
1,000
1,500
2,000
2,500
-
1.00
2.00
3.00
4.00
5.00
6.00
7.00
8.00
12-Oct-12 12-Oct-13 12-Oct-14 12-Oct-15
VGI TURNOVER (RHS) SET Index (rebased) VGI TB
ADTV = THB 132mn
6
Company Overview3 Active Business UnitsBTS-related Media
Office Building Media
Other Media
391 754
1,250 1,295 969
50
2010/11 2011/12 2012/13 2013/14 2014/15 2015/16
This business unit proved to be the most resilientperformer in our business portfolio. The Companypossess exclusive rights to manage advertising spaceon BTS SkyTrain Network, which expires in 2029 andhas right of refusal for Core Network and newextension lines that BTS secures post 2029.Altogether, we manage advertising space across 30stations & all BTS trains. BTS-related Media has oneof the highest viewer exposure in OOH Media with anaverage of 720,155 viewers per day in 2015/16.
We initiated this business unit back in 2009 by acquiring POV with 41 grade A buildings in the portfolio. Today, we have expanded our media across 135 office buildings with approximately 660,000 viewers per day. Moreover, VGI has tapped into condominium network through ARTISTA covering more than 219 condominiums making us the largest media company to provide advertising across 354 buildings with over 1,640 digital screens.
Through our connection with media agencies, theCompany became the sales agent for several megaLED screens both domestically and internationally.Moreover, the Company expanded the footprint inOOH including outdoor and aviation mediathroughout several acquisitions.
REVENUE CONTRIB.
2014/15
2015/16
61%
86%
GROSS PROFIT CONTRIB.
2014/15
2015/16
84%
95%
2014/15
2015/16
5%
10%
2014/15
2015/16
7%
9%
2014/15
2015/16
1%
2%
2014/15
2015/16
-2%
-3%
Modern Trade Media (discontinued)Previously, the Company has exclusive rights tomanage advertising space in Tesco Lotus and Big C.However, we decided to terminate this business unitin 4Q 14/15. Hence, this business unit will no longergenerate revenue in 2Q15/16 and onwards.
2014/15
2015/16
33%
2%
2014/15
2015/16
11%
-1%
76 79
143 146 163 201
2010/11 2011/12 2012/13 2013/14 2014/15 2015/16
45 YRS CAGR: +21.6%
1
22 29 26
42
2010/11 2011/12 2012/13 2013/14 2014/15 2015/16
4 YRS CAGR: +133.6%
Section 1: Company Overview
HISTORICAL OPERATING REVENUE (THB mn)
934 1,143
1,422 1,679 1,805 1,813
2010/11 2011/12 2012/13 2013/14 2014/15 2015/16
5 YRS CAGR: +14.2%
Section 1 Company Overview 4
Section 2 Thai Media Market Overview 8
Section 3 Business Profile
Section 3.1 BTS-related Media 10
Section 3.2 Office Building Media 17
Section 3.3 Other Media 20
Section 4 Financial Information & 2015/16 Performance 28
Section 5 Nationwide Integrated Media Platform 35
Section 6 Organisation and Company Structure 41
Appendices
Agenda
7
2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16
TV Traditional media OOH Media Cinema Internet
ADVERTISING EXPENDITURES BY SECTOR (rebased)
OOH Media proved to be the fastest growing media sector
* Traditional Media includes Magazines, Radio and Newspapers
8
Thai Media Market OverviewMedia landscape in Thailand
TRANSIT MEDIA INCREASED ITS MARKET SHARE CONTINUOUSLY
Transit is continue to dominate the OOH Media market share and is expected to increase on account of development of rail mass transit infrastructure.
TOP 10 ADSPEND BY BUSINESS SEGMENT
2014/15 2015/16
FMCG 40.4% 39.5%COMMUNICATIONS 7.7% 7.9%REAL ESTATE 6.7% 6.3%
RETAIL SHOPS/STORES 5.5% 6.2%
MEDIA & MARKETING 4.6% 4.8%TRAVEL & TOURS 3.5% 3.8%
LEISURE 3.1% 3.1%
FOOD OUTLETS & RESTAURANTS 2.3% 2.7%
INSURANCE 2.7% 2.6%
CREDIT/DEBIT CARDS 2.3% 2.3%
Total 78.8% 79.2%
Section 2: Thai Media Market Overview Source: The Nielsen Company (Thailand) Limited. Excludes classified and house ads, Digital, Cable and Satellite TV.
THE TRANSITION FROM TRADITIONAL MEDIA TO OOH MEDIA
Rising in infrastructure, urbanisation and increasing number of people who spend time outdoor were driven the growth of Thailand OOH Media.
93bn104bn 105bn
114bn 110bn
102bn93bn
60
80
100
120
140
160
180
2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16
Total Industry TV Traditional media* OOH Media Cinema
+0.3% CAGR
+2.4% CAGR
-3.3% CAGR
+0.7% CAGR
+5.7% CAGR
59%60% 59% 60% 61%
62% 60%
28%26% 25% 24% 24% 23%
23%
7%7% 8%
9% 9%10%
10%5%
6% 7%6% 5%
4%
6%1%
1%1%1%
28% 30% 30% 30% 35% 40%49%
59% 53% 49% 43%41%
40%
47%
13% 16% 20% 27% 24% 19%4%
2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16
Transit Outdoor In-Store
Section 1 Company Overview 4
Section 2 Thai Media Market Overview 8
Section 3 Business Profile
Section 3.1 BTS-related Media 11
Section 3.2 Office Building Media 18
Section 3.3 Other Media 21
Section 4 Financial Information & 2015/16 Performance 28
Section 5 Nationwide Integrated Media Platform 35
Section 6 Organisation and Company Structure 41
Appendices
Agenda
9
Exclusive rights for 23 stations on core network, 7 stations on BTS extension lines and all BTS trains In Trains & On-Stations Merchandising AreaFirst right to renew contract and extend space on additional mass transit projects that BTSC is granted the rights to operate media space
RIGHTS
23 Core Network: 18 May 2012 – 4 December 2029 7 Extensions: 6 May 2015 – 4 December 2029
EFFECTIVE PERIOD
5% - 20% of total BTS revenues/year (an increase of 5% every 5 years) fixed rate for 7 extension stations
15/16 Transit Media AdSpend
THB 4.6bn
VGI, 55%
Note: based on a market discount rate of 30%
CONCESSION FEE (PAYABLE TO BTSC & BMA)
Other, 45%
MARKET SHARE IN TRANSIT BTS-RELATED MEDIA PROFILE
No. of location: 30 stations/52 trains
Static Media: > 4,000 displays
Digital Media: 2,029 screens
Viewer reach: 720,155 people/day
Merchandising space:
> 10,000 sqm.
Target viewer: • Working people & younger generation
• Age 15 – 35• Middle Income
I. TRAIN (42%)
II. STATION (33%)
III. MERCHANDISING & OTHER (25%)
10
BTS-related MediaOverview
Section 3.1: BTS-related Media
KEY CONCESSION TERMS OUR PRODUCTS (% OUT OF 2015/16 BTS-RELATED MEDIA REVENUE)
11
BTS-related MediaBTS Products
Section 3.1: BTS-related Media
Advertising media on 52 trains
across 30 BTS stations
12
BTS-related MediaBTS Products
Section 3.1: BTS-related Media
More than 4,000 static displays
and 2,029 digital screens
13
BTS-related MediaBTS Products
Section 3.1: BTS-related Media
More than 750,000 viewers per day
14
BTS-related MediaBTS Products
Section 3.1: BTS-related Media
Merchandising spaces
More than 8,800 sq.m.
297.8KM ONGOING PROJECTS PRIORITISED BY THE GOVERNMENT, 108.8KM FOCUSED BY BTS IN 5 YEARS
15
See full map: Appendix A See full map: Appendix A
Total rail length (km)
No. of stations
Market share of commuters
Section 3.1: BTS-related Media
MASTER RAIL MASS TRANSIT EXPANSION PLAN OF 515.3KM IN 14 YEARS
2014 2029E
EXISTING NETWORK (2014)
6%
84.8
60
42%
515.3
>320
FUTURE NETWORK (2029E)
LINE ROUTE OPERATE YEAR CONSTRUCTION PROGRESS DISTANCE (KM) NO. OF STATIONS
PURPLE BANG YAI - BANG SUE 2015 UNDER CONSTR. 23.0 16
BLUE HUA LAMPHONG - BANG KHAE 2016 UNDER CONSTR. 14.0 11
BLUE BANG SUE - THA PRA 2016 UNDER CONSTR. 13.0 10
DARK RED BANG SUE - RANGSIT 2017 UNDER CONSTR. 26.3 N.A.
DARK GREEN SOUTH BEARING - SAMUT PRAKARN 2018 UNDER CONSTR. 12.8 9
DARK GREEN NORTH MO CHIT – SAPHAN MAI – KHU KHOT 2019 UNDER CONSTR. 18.4 16
LIGHT GREEN BANG WA - BOROMMARATCHACHONNANI 2019 7.0 6
LRT BANG NA - SUVARNABHUMI 2018 18.3 14
GREY (I) WATCHARAPHON – THONG LO 2019 16.3 15
PINK KHAE RAI – PAK GRED – MIN BURI 2020 – 2021 36.0 30
DARK GREEN SAMUT PRAKARN - BANGPU 2018 7.0 4
YELLOW LAD PRAO – SAM RONG 2019 30.4 23
ORANGE TALING CHAN – MIN BURI 2019 39.8 29
LIGHT RED BANG SUE - PHAYATHAI – MAKKASAN 2019 9.0 N.A.
LIGHT RED MAKKASAN – HUA MARK 2019 10.0 N.A.
DARK RED RANGSIT – THAMMASART UNIVERSITY 2018 10.0 N.A.
DARK RED BANG SUE - HUA LAMPHONG 2018 6.5 N.A.
TOTAL (KM) 297.8 >183
108.8km focusing by BTS
which benefiting VGI
BTS-related MediaUpside from mass transit expansion
coup d’etat
subprime yellow shirt
red shirt
floods shutdownBKK
coupd’etat
543 637 757 750
581 655
648 602
2012/13 2013/14 2014/15 2015/16
Digital Static
129 272 308 406 427 468 583 734 889 934 1,143
1,422 1,679 1,805 1,813
74 93 102 116 127 140 132 136 144 145
183 202
222 229 244
-
50
100
150
200
250
-
500
1,000
1,500
2,000
2,500
3,000
BTS-related Media (THB mn) Ridership: core and existing extensions (mn trips)
CONSISTENT AND RESILIENT REVENUE GROWTH
REVENUE CAGR (14 YRS): 21%
RIDERSHIP CAGR (13 YRS): 9%
Despite frequent interruptions, ridership growth drives continuous revenuegrowth of BTS-related Media.
DIGITAL MEDIA PENETRATION IS RELATIVELY LOW IN THAILAND
BTS-RELATED MEDIA REVENUE CONTRIBUTION (DIGITAL VS STATIC MEDIA)
48% 49% 54%
46%51%
52%
1,1241,292
1,405
BTS Digital Media platform (Platform Truss LEDs and E-Posters) launched in late 2014 and still has room to grow due to increased capacity and strong recovery post economic slump.
(THB mn)
16
4X
*BTS’ existing network , Dark Green South, Dark Green North and Light Green lines**LRT, Grey and Pink Lines*** Including Display, Search, Social Media, Creative, Mobile, Facebook Ad and Video
EXPANSION OPPORTUNITIES WITH RAIL MASS TRANSIT INCREASED DIGITALISATION OF OUR MEDIA PLATFORM
4X EXPECTED INCREASE IN BTS TRAIN CAPACITY IN 5 YRS (108.8KM)
4X EXPECTED INCREASE IN BTS EXTENSION STATIONS IN 5 YRS (108.8KM)
Green Lines (carriages)*
Other lines (carriages)**
208
none
2014/15 2019/20E
412
418
Total (carriages) 208 8304X
Green Lines (no. of station) *
Other lines (no. of station) **
34
none
2014/15 2019/20E
66
57
Total (no. of station) 34 123
Digital media market share is expected to increase over time as its platforms provide more capacity and are cost effective. Moreover, it proves to be more adaptable and dynamic than traditional media
Source: Digital Media Advertising Association (Thailand)
Section 3.1: BTS-related Media
BTS-related MediaUpside from mass transit expansion and increased digitalisation
97.7% 96.4% 94.0% 93.0%
2.3% 3.6% 6.0% 7.0%
2012 2013 2014 2015
Digital (online)***
Offline
1,352
55%
45%
Exclusive rights to manage 135 grade A buildings in CBD
RIGHTS
3-5 years on average
LENGTH OF CONTRACT
Approximately 20 – 30% revenue sharing and fixed rates
CONCESSION FEE
VGI, 63%
Available grade A building, 37%
Grade A and B Building in Bangkok
215 Buildings
MARKET SHARE IN OFFICE OFFICE BUILDING MEDIA PROFILE
No. of location: 135 Grade A buildingsin Bangkok
Multimedia: 1,091 screens
Viewer reach: > 660,000 people/day
Target viewer: • Age 24-25• Middle – high
incomeAverage time spend in an elevator
14 mins/day
I. MEDIA INSIDE ELEVATORS AND OFFICE BUILDING AREAS
17
Office Building MediaOverview
Section 3.2: Office Building Media
KEY CONCESSION TERMS OUR PRODUCTS
18
Office Building MediaLCD Screen in elevator
Section 3.2: Office Building Media
135 office buildings
with 1,091 screens
1976 79
145 149 163201
41 4147 51
75
103
135
0
20
40
60
80
100
120
140
0
100
200
300
400
500
600
700
2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16
Office Building Media Revenue (THB mn) No. of building
I. OFFICE BUILDING NETWORK EXPANSION VS REVENUE
REVENUE CAGR (6 YRS) : 48%
II. NEW OFFICE SUPPLY IN BANGKOK
Source: CB Richard Ellis (Thailand) Co., Ltd. 19
5%
13%
26%
12%
44%
below THB 15K
THB 15-25K
THB 25-50K
THB 50-60K
THB 60K+
I. HOUSEHOLD INCOME PROFILE IN OFFICE BUILDING (per month)
II. VGI’S OFFICE BUILDING NETWORK IN BANGKOK BY DISTRICT
Source: Company’s research
VGI network is currently CBD concentrated
VGI’s office building network
Bangkok CBD
KEY GROWTH DRIVERS
Office building set to recover post economic slump and additional of office buildings
Expected of 318,000 sq.m. new office supply in the next 3 years
OFFICE BUILDING MEDIA PROFILE
Section 3.2: Office Building Media
Office Building MediaUpside from our existing office asset base and new office supply
47
11
2
22
20
86
62
30
25
13
9
23
23
19
7
50
19
1
10
2009 2010 2011 2012 2013 2014 2015 2016F 2017F 2018F
CBD ('000 sq.m.) Non CBD ('000 sq.m.)
6
Outdoor Media (billboard, street furniture & transit) 37.42% stake in Master Ad PCL (MACO; listed on SET)Aviation Media 20% stake in Aero Media Co., Ltd. (Aero Media manages advertising
space across 13 airports under AOT and DCA) Roadside Media 11.11% stake in Midas Global Media Co., Ltd. (MIDAS; non-listed)
INVESTMENT
Chamchuri Square (3 yrs + 3yrs contract) Exclusive rights to operate media space inside/outside Chamchuri
Square (~127 panels of static and digital)Empire Tower (5 yrs contract) Exclusive rights to operate mega LED at Empire TowerBuses Chulalongkorn University (CU Bus) - 15 buses and 15 bus-stops BRT buses
CONTRACTS
Artista Media Manage 549 LCD Screens across 219 residential buildings Condominiums in portfolio: AP, LPN, U Delight and Grand UnityThai AirAsia (3 yrs) Manage media on 30 planes & future fleets Contract with renewable rightsStreet Furniture (3 yrs) Street Furniture including BTS columns and bridge columns on major
junctions across Bangkok.Mega LEDs +200 sq.m. LED in Bangkok and Lao
EXCLUSIVE SELLING AGENT
II. CONTRACTS AND EXCLUSIVE SELLING AGENT
I. INVESTMENT IN MACO, MIDAS & LED
20
Other MediaOverview
Section 3.3: Other Media
KEY CONCESSION TERMS OUR PRODUCTS
Billboard, 59%
Transit, 1%
Production & Event, 6%
Street furniture, 35%
Product Locations/Areas
Billboard Bangkok & vicinity / 667 billboards
Street Furniture In 69 provinces / 554 billboards
Transit City grip light express & Mo Chit station /124 signs & 7 light boxes
Made to order & Event n/a
ACQUIRED 37.42% IN MACO PLC.
21
VGI invested 37.42% in MACO (1,126mn shares) Total investment value of THB 1,109mn MACO Plc. is one of the leading OOH Media company and listed
on the SET. MACO has 28 years experience in OOH Media advertising with a
network of more than 1,200 billboards across Bangkok andvicinity.
Strategic investment to expand VGI’s OOH Media network and toachieve long-term synergy between two companies.
Capable and proven management
Section 3.3: Other Media
636 732 725
622 694
98 140 174 133 171
2011 2012 2013 2014 2015
Operating revenue (THB mn) Net Profit (THB mn)
Other MediaExpand our market share in OOH media through acquisitions
FINANCIAL OVERVIEW
2015 TOTAL OPERATING REVENUE
THB 694mn
MACO PRODUCTS
Share information (as of 31 May 2016)
Stock code: MACO
Market capitalisation (THB mn): 3,280
Outstanding shares (mn shares): 3,009
Par value (THB) 0.1
Billboard Street furniture
FINANCIAL PERFORMANCE
2015 Dividend Yield of 4.3%
ACQUIRED 20% IN AERO MEDIA CO., LTD.
22
VGI invested 20% in new shares of Aero Media with option up to 30% Another big step for VGI in aviation media industry after
collaboration with AirAsia Dominant position by covering 13 leading airports in Thailand Potential expansion in new media projects with new capital injected
by VGI Solid relationship in aviation industry
ProductNo. of
screens/productsNo. of airports
LEDs at AOT 335 6
LEDs at DCA 7 7
Aerobridges 57 5
Buggy service cart wrap 12 1
Trolleys 4,500 6
Media on Thai Lion Air 19 planes -
AOT airport websites management All the websites 6
Section 3.3: Other Media
Other MediaExpand our market share in OOH media through acquisitions
AERO MEDIA GROUP STRUCTURE
At Peak
• 57 aerobridges in 5 AOT airports
• Buggy service cart wrap in SuvarnabhumiAirport
Prime World Solution
• Official AOT/airport websites management
Media Genius
• Sale agent for advertising media
100% 100% 100%
AERO MEDIA
• 342 LEDs in 13 Airports
AERO MEDIA PRODUCTS
10 YRS CAGR: 8.9%
Strong expected growth driven by an increasing air traffic will directly facilitating Aero Media’s performance.
OUTLOOK/GROWTH DRIVERS
11.7 11.513.8 14.5 14.6 14.1
15.919.2
22.4
26.524.8
29.8
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
23Section 3.3: Other Media
Other MediaMACO Products
More than 650 billboards
across Bangkok and vicinity.
24Section 3.3: Other Media
Other MediaMACO Products
Street furniture
More than 550 billboardsIn Bangkok
25
Other MediaAero Media Products
Section 3.3: Other Media
342 Screens
ALL gates in Suvanabhumi airport
> 115 million Passengers/ month
*Source: Aero Media
26Section 3.3: Other Media *Source: Aero Media
19 Thai Lion Air airplanes.
215 Seats/ Plane47 Flights/ Day
Other MediaAero Media Products
Section 1 Company Overview 4
Section 2 Thai Media Market Overview 8
Section 3 Business Profile
Section 3.1 BTS-related Media 10
Section 3.2 Office Building Media 17
Section 3.3 Other Media 20
Section 4 Financial Information & 2015/16 Performance 28
Section 5 Nationwide Integrated Media Platform 35
Section 6 Organisation and Company Structure 41
Appendices
Agenda
27
VGI Financial Performance
28
. VGI’s overall revenue growth fell mainly due to the impact of the Modern Trade business termination.
BTS-related media faced challenges from overall media spending decline as price dumping from other media players made other mediums temporarily more attractive to agencies. Nevertheless, further enhancement in both top line and profitability is anticipated through new mass transit expansion.
As Bangkok’s office supply is currently 91% utilized, it is expected that more than 318,000 sq.m. of new office supply to be launched in the next 3 years. Hence, this business unit will benefit from the anticipated new office supply.
Following the business restructuring, we are left with more profitable business units. Our gross profit margin increased to 63.5% in 2015/16 from 55.3% in 2014/15. Net profit margins also improved markedly from 28.3% to 44.7%.
The Company has almost zero debt.
1
2
3
4
5
1
2
3
4
5
61%84%
33%
6%
* The Company terminated the Modern Trade Media business in 4Q 14/15. Therefore, this business unit will no longer generate revenue from 2Q 15/16 onwards.
Section 4: Financial Information & 4Q 15/16 performance
2012/13 (restated)
2013/14 2014/15 2015/16 YoY (%)
INCOME STATEMENT (THB mn)
Operating Revenue 2,838 3,149 2,963 2,106 -28.9%
BTS-related Media 1,422 1,679 1,805 1,813 0.4%
Office Building & Other Media 166 175 189 243 28.6%
Modern Trade Media 1,250 1,295 969 50 -94.8%
Cost of sales 1,289 1,342 1,325 769 -42.0%
Gross profit 1,548 1,807 1,638 1,337 -18.4%
EBITDA 1,289 1,510 1,225 1,336 9.1%Net profit 902 1,146 838 941 12.3%BALANCE SHEET (THB mn)
Total assets 2,579 2,741 3,286 3,099
Total liabilities 758 788 1,457 857Total shareholders' equity 1,821 1,953 1,829 2,242CASH FLOW (THB mn)
Cash from operating activities 560 1,292 1,070 784Capital expenditures (323) (510) (521) (158)PER SHARE DATA (THB/ share)
Earnings per share 3.4 0.3 0.1 0.1
Dividend per share 2.0 0.3 0.2 0.1
Book value per share 0.6 0.6 0.3 0.3KEY RATIOS
Gross profit margin (%) 54.6% 57.4% 55.3% 63.5%
EBITDA margin (%) 45.4% 47.9% 41.4% 63.5%
Net profit margin (%) 31.8% 36.4% 28.3% 44.7%
Net debt to equity (times) No leverage 0.3x 0.1x
ROA (%) 46.3% 43.1% 27.8% 39.5%ROE (%) 85.3% 60.7% 44.3% 46.2%
Office Building & Other Media
Modern Trade Media*
BTS-related Media86.1%
11.5%
2.4%THB 2,106mn
TV, 46.4%
Digital TV, 17.1%
Newspapers, 10.0% Cable TV, 5.0%
Radio, 4.8%
Cinema, 4.4%
Transit, 3.9%
Internet, 1.0%In-Store, 0.4%
Outdoor, 3.7%
FY 14/15 FY 15/16 % YoY
TV 62.8 55.6 -11.4%
Digital TV 13.5 20.5 51.2%
Cable/Satellite TV 6.1 6.0 -0.9%
Traditional Media* 23.5 21.6 -8.2%
Cinema 4.5 5.3 19.3%
Outdoor 4.0 4.4 11.6%
Transit 3.9 4.7 18.5%
Internet 1.0 1.2 25.5%
In-Store 1.9 0.4 -77.8%
Total Industry 121.2 119.8 -1.2%
Media Industry Overview
2015/16 THAI ADSPEND VALUE (THB bn)
29
2014/15 2015/16
1 FMCG 40% 40%
2 MOTOR VEHICLES 8% 8%
3 COMMUNICATIONS 7% 6%
4GOVERNMENT &COMMUNITY ANNOUNCEMENT
6% 6%
5 LEISURE 5% 5%
TOP 5 65% 65%
OTHERS 35% 35%
2014/15 2015/16
1 FMCG 39% 38%
2 COMUNICATIONS 8% 7%
3 REAL ESTATE 3% 6%
4RETAIL SHOPSAND STORES
3% 6%
5MEDIA & MARKETING
5% 5%
TOP 5 58% 61%
OTHERS 42% 39%
2015/16 MEDIA ADSPEND (THB bn)
Source: The Nielsen Company (Thailand) Limited.
THB 120bn
*Includes Newspaper, Magazines and Radio** Excludes Modern Trade Media Revenue
OVERALL MEDIA INDUSTRY VGI MASS TRANSIT
Section 1: Media Industry Overview
Magazines, 3.3%
TOP 5 ADSPEND BY BUSINESS SEGMENT THAI ADSPEND VS VGI REVENUE (THB mn)
(THB mn) 2014/15 2015/16 % YoY
Total Industry 121,213 119,810 -1.2%
VGI 1,994 2,056 +3.1%
28,755 29,264 28,951 26,407
28,894 30,869
32,200 29,250
31,521 30,782 30,774
26,733
460 486 486 422 476 490 542 486 499 537 520 500
Q113/14
Q213/14
Q313/14
Q413/14
Q114/15
Q214/15
Q314/15
Q414/15
Q115/16
Q215/16
Q315/16
Q415/16
Total Industry AdSpend (THB mn) VGI Revenue* (THB mn)*
30
STRATEGIC DEVELOPMENTS
2015/16 Key Milestone
Section 2.1: 2015/16 Key Milestone
1Q 15/16: ● Secured advertising contract on 7 green line extension stations
● Expanded our footprint into aviation media by investing 20% of AERO MEDIA
3Q 15/16: ● Expanded our network into residential buildings by becoming an exclusive sale agent for ARTISTA
4Q 15/16: ● Announced our intention to evolve into “Nationwide Integrated Media Platform”
● Announced an agreement to acquire additional 12.46% in which will trigger tender offer for all the remaining of MACO shares.
OUR NETWORK
RAIL MASS TRANSIT: 52 BTS trains30 BTS stations> 4,000 static displays2,029 digital screens
OFFICE BUILDINGS: 135 grade A&B office buildings1,091 digital screens
CONDOMINIUMS: 219 residential buildings 549 digital screens
AVIATION: 13 airports342 LCD screens4,500 trolleys57 aerobridges
OUTDOOR: 658 billboard & networking billboard678 street furniture
31
CONSOLIDATED P&L SNAPSHOT (FINANCIAL STATEMENT)
2015/16 Overview
Section 2.2: Financial Performance
(THB mn) 2015/16 2014/15 % YoY
Operating revenue 2,106 2,963 -28.9%
Cost of sales 769 1,325 -41.9%
Gross profit 1,337 1,638 -18.4%
EBITDA 1,336 1,225 9.0%
NPAT from operation 838 1,010 -17.0%
NPAT (inc. extra items) 941 838 12.3%
Margin (%)
Gross profit margin 63.5% 55.3%
EBITDA margin 63.5% 41.4%
NPAT margin (from operation)
39.8% 34.1%
NPAT margin (inc. extra items)
44.7% 28.3%
(THB mn) 2015/16 2014/15 % YoY
Operating revenue 2,056 1,994 3.1%
Cost of sales 710 532 33.7%
Gross profit 1,346 1,462 -8.0%
EBITDA* 1,245 1,356 -8.2%
NPAT from operation 851 972 -12.4%
NPAT (inc. extra items) 954 799 19.4%
Margin (%)
Gross profit margin 65.4% 73.3%
EBITDA margin* 60.6% 68.0%
NPAT margin (from operation)
41.4% 48.8%
NPAT margin (inc. extra items)
46.4% 40.1%
CONSOLIDATED P&L SNAPSHOT (W/O MODERN TRADE MEDIA)
86.1%
13.9%
2015/16 REVENUE CONTRIBUTION
88.2%
11.8%
2015/16 REVENUE CONTRIBUTION
BTS-related media BTS-related media
Office building & other media
Office building & other media
THB 2,106mn THB 2,056mn
*excludes extra items
32
BTS-RELATED REVENUE (THB mn) BTS-RELATED REVENUE BREAKDOWN (THB mn)
OFFICE BUILDING & OTHER REVENUE (THB mn)
Financial Performance by Sector
OFFICE BUILDING & OTHER REVENUE BREAKDOWN (THB mn)
1,805 1,813
2014/15 2015/16
+0.4% YoY825
580
401
757
597
459
Train Station Merchandising andOthers
2014/15
2015/16
45.7% 41.7%
32.1% 33.0%
22.2% 25.3%
163
26
201
42
Office Building Other Media
2014/15
2015/16
86.2% 32.8%82.7%
25.3%
189
243
2014/15 2015/16
+28.6% YoY
13.8% 17.3%
Section 2.2: Financial Performance
+23.6% YoY
+61.4% YoY
2,244 2,262
1,042 837
31-Mar-15 31-Mar-16
1,8292,242
24
351,433 822
31-Mar-15 31-Mar-16
33
ASSETS BREAKDOWN (THB mn)
32%
68%
LIABILITY & EQUITY BREAKDOWN (THB mn)
CASH FLOW (THB mn)
Balance Sheet & Cash Flow
Non-current assets
Current assets27%
73%
3,2863,099
Equity
Non-current liabilities
Current liabilities
55%
1%
44%
72%
1%
27%
3,2863,099
2015/16
BTS-related Media 93
Office building & Others 65
Total 158
529 355
785
65
15869
515
290
Beginningcash
(31/03/15)
CFO Asso.comand JV
(Invt.&Loanto &Sales)
CapEx Int. Income& oth.
DividendPayment
CFF (S/T repay)
Ending Cash(31/03/16)
CAPEX (THB mn)
Section 2.2: Financial Performance
CFI of THB 154mn
CFF of THB 805mn
Section 1 Company Overview 4
Section 2 Thai Media Market Overview 8
Section 3 Business Profile
Section 3.1 BTS-related Media 10
Section 3.2 Office Building Media 17
Section 3.3 Other Media 20
Section 4 Financial Information & 2015/16 Performance 28
Section 5 Nationwide Integrated Media Platform 35
Section 6 Organisation and Company Structure 41
Appendices
Agenda
34
35
> 37.42% in
MACO
178 mega
billboards
480 networking
billboards
678 street
furniture
56% GP margin
63% market share(Grade A&B buildings)
> 650,000 viewers reached daily
135 office buildings
219 condominiums
60% GP margin
55% market share
> 700,000 viewers reached daily
Long term contracts end 2029 & 2042
4X expected
capacity
70% GP margin
Online & Offline
5mn card holders
90 offline
merchants
> 30mn potential
e-wallet members
33mn potential
online impressions
Targeted
2mn registered
loyalty members
16mn monthly
emails targeted for FY16
2.6mn monthly
deliveries (Kerry)
1st strategic stepproven winner growth prospects
20% in Aero Media
> 115mn viewers
reached annually
342 LCD screens
4,500 trolleys
57 aerobridges
transit office outdoor aviation digital activation
Nationwide Integrated Media Platform“within 2 years”
Nationwide Integrated Media Platform
36
Strong prospect in outdoor advertising in upcountry
WHY UPCOUNTRY?
GROSS REGIONAL PRODUCT PER CAPITA (10YRS CAGR)
6.0%
3.2%
5.4%4.5%
5.6%6.2%
8.3%8.9%
Nationwide Bangkok &Vicinities
Central South West East North Northeast
Provincial regions have seen a better GRP growth than Bangkok.
• 84% of Thailand’s population resides up-country
• 4x the number of households up-country than in Bangkok
• 75% of household annual income in Thailand is generated up-country
• Provincial regions have seen better GRP growth than Bangkok
• Only 30% of Out-of-Home advertising expenditures were spent in upcountry
Sources: Department of Provincial AdministrationNational Statistical Office (Ministry of Information and Communication Technology)Bank of Thailand and Company Research
16%20%
25%
70%
84%80%
75%
30%
Population Number ofHouseholds
Householdincome
Out-of-HomeAdspend
Bangkok &Vicinities
Upcountry
UPCOUNTRY NEEDS MORE ADVERTISING (% of national total)
5.4
5.5
5.6
5.7
5.8
54.0
55.0
56.0
57.0
58.0
59.0
60.0
61.0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Non-Bangkok, (LHS) Bangkok
STRUCTURAL SHIFT TO UPCOUNTRY
Up-country advertising market is still underserved when comparing to the penetration relative to population, households and household income.
Solid growth of population resides up-country
founder group, 13.79%
Acquire additional 12.46% from
founder group
37
MACO TransactionVGI’s BODs held on March 16, 2016 approved the acquisition of ordinary shares and making of tender offer for the total securities of MACO. Expected transaction cost of THB 2,044.5mn.
*SPA: Sell and Purchase Agreement
acquire 375mn shares from major shareholders
number of shares 375mn shares (or 12.46% of total shares)
price THB 1.10 per share
total investment THB 412.5mn
founder group DCORP group (150mn shares, or 4.99%)
Maneerattanporn family (125mn shares, or
4.15%)
Tansalarak family (100mn shares, or 3.32%)
BOD approval
16 MAR
17 MAR
Execute SPA*
30 MAY
3 JUN 8 JUL
Tender offer period
31 MAY
EGM
12.46%Acquisition
done
tender offer
number of shares up to 1,484mn shares (or 0 to 48.79%* of total shares)
price THB 1.10 per share
total investment up to THB 1,632mn
source of funds Cash flows from operation and/or credit
facilities support from financial institutions
founder group, 26.26%
pre acquisition & tender offer
post acquisition & tender offer
public, 48.79%
VGI, 24.96%
VGI, 37.42%
public, 48.79%(tender offer)
After having 37.42% shareholding in MACO which triggers 25% threshold, VGI is required to do a tender offer for the rest of MACO’s shares
*Excluded the rest 13.79% of founder group.
TRANSACTION SUMMARY TIMELINE OF ACQUISITION & TENDER OFFER
PRE VS POST STRUCTURE
12.46% of founder group are:-4.99% DCROP Group4.15% maneerattanporn3.32% Tansalarak
MACO: Vehicle to expand our network to upcountry
2014 TRANSACTION
• Invested 751.0mn shares in MACO (or 24.96%)
• Total investment cost of THB 684.3mn
• Return on investment of 28%* since May 2014
*Included:1. Received dividend of THB 42.7mn and dividend to be received of THB
22.5mn on 13 May 20162. Gain from sale of MACO – W1 of THB 127.8mn
63
6
73
2
72
5
62
2
69
4
98
14
0
17
4
13
3
17
1
15%19%
24% 21% 25%
2011 2012 2013 2014 2015
Operating revenue (THB mn) Net Profit (THB mn) NPAT margin (%)
PROVEN RECORD REVENUE AND NET PROFIT
ADVERTISING PORTFOLIO2016 INVESTMENT HIGHLIGHTS
Number of Advertising Media (Units) 2013 2014 2015
1. Billboard & Networking Billboard 377 383 658
Billboard 170 170 178
Networking Billboard 207 213 480
2. Street Furniture 429 678 678
Column under BTS Stations 188 188 188
Column under Flyover Bridge in BKK 117 366 366
City Grip Light Express – Express Way 124 124 124
3. Others 87 87 7
Strategy
• Set strategic direction for MACO to be in line with VGI strategic policy
• Vehicle for billboard expansion
• Nationwide coverage
Control
• 100% BOD control
• 80% nominated EXCOM
• Nominated CEO
Expansion potential
• Organic and M&A
• Increase digitalization
• Double Net profit in 5 years
38
“Leading Nationwide Media Player”VGI PRO FORMA
Revenue(THB mn)
NPAT growth(YoY %)
2015/16 2016/17
3,000
25 – 30%
2,100
VGI Pro Forma (after MACO Transaction)
39
Section 1 Company Overview 4
Section 2 Thai Media Market Overview 8
Section 3 Business Profile
Section 3.1 BTS-related Media 10
Section 3.2 Office Building Media 17
Section 3.3 Other Media 20
Section 4 Financial Information & 2015/16 Performance 28
Section 5 Nationwide Integrated Media Platform 35
Section 6 Organisation and Company Structure 41
Appendices
Agenda
40
41
Board of Directors
Company Secretary
Audit Committee
Executive Committee
Nomination and Remuneration
Committee
Internal Audit Division
Chief Executive Officer
Chief Operating
Officer
Chief Sales and Marketing
Officer
Chief Technology
Officer
Chief Financial Officer
Chief Legal and
Compliance Officer
Organisation and Company Structure ORGANISATION STRUCTURE COMPANY STRUCTURE
Company / Address Type of Business Listed Shareholding
VGI Advertising Media Co., Ltd.
Media service No 100.00%
888 Media Co., Ltd. Media service No 100.00%
Point of View (POV) Media Group Co., Ltd.
Media service in office buildings
No 100.00%
Company / Address Type of Business Listed Shareholding
Master Ad Plc. OHM media service Yes 24.96%
Aero Media Co., Ltd. Aviation media service No 20.00%
I. SUBSIDIARIES
II. ASSOCIATED
Section 5: Organisation and Company Structure
Company / Address Type of Business Listed Shareholding
Midas Global Media Co., Ltd.
Media service No 11.11%
III. JOINT VENTURE
Section 1 Company Overview 4
Section 2 Thai Media Market Overview 8
Section 3 Business Profile
Section 3.1 BTS-related Media 10
Section 3.2 Office Building Media 17
Section 3.3 Other Media 20
Section 4 Financial Information & 2015/16 Performance 28
Section 5 Nationwide Integrated Media Platform 35
Section 6 Organisation and Company Structure 41
Appendices
Agenda
42
Kavin Kanjanapas VGI: Director & Chairman of Executive Committee
Over 10 years of commitment as a role of director and management. He is oneof the key persons who has steered the performance of VGI during the lastdecade
Marut Arthakaivalvatee VGI: Director & CEO
More than 35 years in the advertising & media industry with experience inmultinational and domestic companies. He has worked with leading multinationaland domestic companies such as McCann-Erickson Thailand, Oglivy & Mather(Thailand) and Grammy Entertainment.
Suparanan Tanviruch VGI: CFO
Ms. Suparanan was appointed as Chief Financial Officer of VGI in 2008. Prior tothis, she served as CFO of ITV Plc since 2000. Altogether, an extensive experiencesas a CFO in advertising companies for more than 15 years. Before joining ITV,Suparanan was AVP-Portfolio management at Shin Corporation Plc. for almost 10years.
Oranuch RujirawonaVGI: CMO
Ms. Oranuch has more than 35 years in marketing & sales particularly in mediaindustry. She has worked with Grammy Entertainment for 14 years and in otherleading media companies including VGI Plc. for more than 20 years.
Appendix 1: Management and Board of Directors
Strong management team with proven track record in advertising industry
43
Keeree Kanjanapas BTSG and VGI Chairman
Kavin Kanjanapas BTSG: Executive Director & CEOVGI: Director & Chairman of Executive Committee
Surapong Laoha-Unya BTSG: Executive Director VGI: Director
• Over 10 years of commitment as a role of director and management. He is one of the key persons who has steered the performance of VGI during the last decade
• His experience as Chief Operating Officer of Bangkok Mass Transit System Plc. since 2006 provides VGI with insights to BTS-related business
• The founder of BTS Group Holdings, operator of Bangkok’s SkyTrain. Mr. Keeree has been Executive Chairman & CEO of Bangkok Mass Transit System Plc. since 2010 and 1996 to 2015, respectively. He brings along valuable business experiences while providing key strategic directions to VGI.
Kong Chi Keung BTSG: Executive Director & Deputy CEOVGI: Director
Assoc.Prof.Jaruporn ViyanantVGI: Independent Director & Chairman of Audit Committee
• Held various well-respected directorship positions in various government-related organizations such as the Bank of Thailand, Office of the Prime Minister, the Securities and Exchange Commission, and the Stock Exchange of Thailand, etc.
• More than 10 years of involvement with VGI as the Director
Marut Arthakaivalvatee VGI: Director & CEO
Maneeporn SiriwatanawongVGI: Independent Director & Member of Audit Committee)
• More than 35 years in the advertising & media industry with experience in multinational and domestic companies. He has worked with leading multinational and domestic companies such as McCann-Erickson Thailand, Oglivy & Mather (Thailand) and Grammy Entertainment
• Extensive experiences in the field of tax audit with the Revenue Department and Internal Auditor with the Bank of Ayudhya Plc.
Chan Kin TakVGI: Director & COO
Mana JantanayingyongVGI: Independent Director & Member of Audit Committee)
• Experiences in the retail business with Watsons in Thailand and Hong Kong
• Held various management position in international media agencies such as Executive Director of Group M, Managing Director of Mediaedge: CIA and management of McCann-Erickson Thailand
Our Board of Directors
44Appendix 1: Management and Board of Directors
Bangkok Rail Mass Transit Master Plan515.3km* by 2029, 42.4% share of Mass Transit commute by 2032
* Include MRTA and BMA projects
Sources: Office of Transport and Traffic Policy and Planning and Bangkok Metro Politian Administration.
Appendix 2: Bangkok Rail Mass Transit Master Plan 45
Existing Bangkok Mass Transit NetworkImmature Network, 84.8km as of 2014
Appendix 2: Existing Bangkok Mass Transit Network 46
LIGHT GREENNATIONAL STADIUM –BANG WA14.0km
DARK GREENMO CHIT – BEARING22.3km
REDPHAYATHAI -SUVARNABHUMI28.5km
BLUEBANG SUE - HUA LAMPHONG20.0km
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 civil works and E&M works with repayment from government
Operator given operation contract
Variations will be considered
Light Green Line• Bang Wa – Borommaratchachonnani (7.0km)• Expected O&M award: 2017• Target operation: 2019
PINK LINE• Khae Rai – Min Buri (36.0km)• Expected turnkey bidding: 2016• Target operation: 2020 – 2021
DARK GREEN NORTH LINE• Mo Chit – Saphan Mai – Khu Khot (18.4km)• Civil works progress: 4.7% (as of Feb 2016)• Expected O&M award: mid 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: 2016• Target operation: 2019
DARK GREEN SOUTH LINE• Bearing – Samut Prakarn (12.8km)• Civil works progress: 79.3% (as of Feb 2016)• Expected O&M award: mid 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
Potential Developer of Mass Transit ExtensionBTSG focused on 6 lines: total length of 108.8km
Appendix 2: Mass Transit Extensions (focused on 6 lines: 118.5km) 47
WARRANT ISSUANCE: KEY TERMS & CONDITIONS STOCK DIVIDEND
TICKER VGI-W1
TERMS 4 Years
EX-RIGHTS DATE 9 July 2014
EXERCISE PERIOD Quarterly basis
WARRANT PRICE Free
ALLOCATIONTo existing shareholders at the ratio of 4 VGI existing shares : 1 VGI-W1
NO. OF WARRANTS Up to 857,993,407 Units
EXERCISE RATIO 1 VGI-W1 to 2 ordinary share of VGI
EXERCISE PRICE THB 7.00
Free warrants Preferential right to existing shareholders Funding to be used for potential acquisitions/ Capex
RATIONALE
Expected maximum proceeds THB 12,011,067,698
1:1 STOCK DIVIDEND (INCREASING CAPITAL)
No. of allocated shares 3,431,975,575 shares
Total shares after increasing capital 6,863,978,450 shares
STOCK AND CASH DIVIDEND
Ratio of stock dividend payment 1 VGI existing share: 1 stock dividend or at rate of THB 0.10 per share
Cash dividend payment THB 0.011111111111 per share
XD Date 17 Mar 2015
Payment Date 31 Mar 2015
VGI Warrant Issuance and Stock Dividend
48Appendix 3: VGI Warrant and Stock Dividend