BTS Group Holdings PCL

Infrastructure Fund
12 November 2012

prepared by Investor Relations department - BTS Group Holdings PCL -

Disclaimers
THE INFORMATION CONTAINED IN THESE MATERIALS MAY NOT BE FORWARDED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON (WHETHER WITHIN OR OUTSIDE YOUR ORGANIZATION/FIRM) FOR ANY PURPOSE AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, PUBLICATION, DISTRIBUTION OR REPRODUCTION OF THESE MATERIALS IN WHOLE OR IN PART IS UNAUTHORIZED. These materials have been prepared by BTS Group Holdings Public Company Limited (BTSG) and Bangkok Mass Transit System Publ ic Company Limited (BTSC) for purpose of general use based on public releases, including but not limited to, resolution of the Board of Directors and Information Memorandum. No representations, warranties, or undertakings, express or implied, are made by BTSG, BTSC, the infrastructure fund (the fund) or any of their respective members, directors, officers, employees, agents, affiliates, advisors, representatives or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions presented or contained in these materials. By attending this presentation, you are agreeing to be bound by the restrictions set out below. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. These materials are being shown to you solely for your information and may not be reproduced, retransmitted, further distributed to any other person or published, in whole or in part, for any purpose. It is not the intention to provide, and you may not rely on these materials as providing, a complete or comprehensive analysis of the financial or trading positions or prospects of the fund. The contents of these materials have not been verified by the fund. None of BTSG, BTSC, the fund or any of their respective directors, officers, employees, agents, affiliates, advisers or representatives accepts any liability whatsoever in negligence or otherwise for any loss howsoever arising, whether directly or indirectly, from any use of the information or opinions presented or contained in these materials or otherwise arising in connection with these materials. The information and opinions presented or contained in these materials are provided as at the date of this presentation and are subject to verification, completion and change without notice and the accuracy of the information is not guaranteed. This presentation contains forward-looking statements, which are based on current expectations and projections about future ev ents, and include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the words targets, believes, expects, aims, intends, will, may, anticipates, would, plans, could, should, predicts, projects, estimates, f oresees or similar expressions or the negative thereof, as well as predictions, projections and forecasts of the economy or economic trends of the markets, which are not necessarily indicative of the future or likely performance of the fund, and projections and forecasts of their performance, which are not guaranteed. Such forward-looking statements, as well as those included in any other material discussed at the presentation, concern future circumstances and results and involve known and unknown risks, uncertainties and other important factors beyond the control of BTSG, BTSC or the fund that could cause their actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions and estimates regarding the present and future business strategies of BTSG and BTSC, the future business strategies of the fund and the environment in which BTSG, BTSC and the fund will operate in the future. Forward-looking statements are not guarantees of future performance. These forward-looking statements speak only as at the date of this presentation, and none of BTSG, BTSC, the fund or any of their respective directors, officers, employees, agents, affiliates, advisers or representatives intends or has any obligation or undertakes to supplement, amend, update or revise any forward-looking statements as a result of new information or to reflect future events or circumstances, except as required under applicable laws.

Disclaimers (Contd)
This presentation includes certain unaudited pro forma financial data, forecasts and projections. By their nature, unaudited pro forma, forecast and projected financial information address a hypothetical situation, and therefore do not represent the actual financial position or results of BTSG, BTSC or the fund had the transactions described therein been completed at the dates assumed or any other date, or in the future and should not be regarded as an indication of the operating results generated by BTSG, BTSC or the fund or of the future financial position of BTSG, BTSC or the fund. Given the abovementioned risks, uncertainties and assumptions, you should not place undue reliance on these unaudited pro forma, forecast and projected financial information. Past performance is not necessarily indicative of future performance. This presentation also contains certain statistical data and analyses (the Statistical Information) which have been prepare d in reliance upon information furnished by BTSG, BTSC and/or other sources. Numerous assumptions were used in preparing the Statistical Information, which assumptions may or may not appear herein. As such, no assurance can be given as to the Statistical Informations accuracy, appropriateness or completeness in any particular con text, nor as to whether the Statistical Information and/or the assumptions upon which they are based reflect present market conditions or future market performance. This presentation and the information contained in these materials are not intended for potential investors and do not constitute or form part of any advertisement of, offer for sale or subscription of, solicitation or invitation of any offer or recommendation to purchase or subscribe for, any securities in any jurisdiction or an inducement to enter into investment activity, and no part of them shall form the basis of or be relied upon in connection with any contract, commitment or investment decision in relation thereto. This presentation and the information contained in these materials may not be used or relied upon by any other party, or for any other purpose, and may not, directly or indirectly, be reproduced, disseminated or quoted without the prior written consent of BTSG, BTSC, the fund. No offering of securities of the fund has been or will be registered under the U.S. Securities Act of 1933, as amended (Securities Act) or the securities law of any state in the United States and the fund has not been, and will not be, registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the Investment Company Act). Accordingly, no such securities may be offered, sold, resold, delivered or distributed, directly or indirectly, within United States or to any U.S. persons (as defined in Regulation S under the Securities Act) other than to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) who is also a qualified purchaser (as defined in Section 2(a)(51) of the Investment Company Act). Neither this presentation nor any copy of such presentation may be taken, transmitted or distributed, directly or indirectly, in or into any jurisdiction which prohibits the same, including the United States, Canada, Japan and the Peoples Republic of China. Any failure to comply with this restrict ion may constitute a violation of the United States, Canada, Japan, the Peoples Republic of China or other applicable securities laws. No money, securities or other cons ideration is being solicited, and, if sent in response to these materials or the information contained herein, will not be accepted. The distribution of this presentation in certain jurisdictions may be restricted by law and persons into whose possession this presentation comes should inform themselves about, and observe, any such restrictions. By attending the meeting where the presentation is made, or by reading the presentation slides, you represent and warrant that you are a non-U.S. person located outside the United States. Some of the information in this presentation is still preliminary and in draft form and is subject to completion and/or change without notice. This presentation should not be treated as advice relating to legal, taxation, financial, accounting or investment matters. By attending this presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the fund, and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the funds business

Background of the Transaction

BTSG
BTSGs core area of expertise is mass transit Concession in respect of Core Sky Train will expire in 17 years, having significant impact to farebox revenue and part of media revenue

Thai Government Objectives

Government promotes rail mass transit development as national agenda Development of 508 km by 2029 Requires private sector investment to support

BTS intention to participate in lines that directly connect to or provide feeders the current Core SkyTrain Raise funding to be ready for these opportunities

Source: MRTA and Policy Statement of the Council of Ministers

Transaction Rationale
Enable BTSG to expand its core business by raising funds through a tax-efficient vehicle
Raise and ready funds for future infrastructure investments

Strengthen ability to expand mass transit business

BTS Group well positioned to capture strong pipeline of upcoming investment opportunities IFF becomes an alternative fund raising channel for the Group going forward Retain 33.3% exposure and economic benefit to the Core SkyTrain

Retain significant economic benefit from Core Network

Resilient and growing dividend stream Upside from growth potential of the farebox revenues and operating leverage

Monetises a fully developed asset at attractive valuation

New funds raised at attractive valuation through tax efficient vehicle

Minimum sale price represents a significant increase to current book value With mutual funds platform, corporate income tax is exempted Dividends received by individuals from an infrastructure fund are exempted from personal income tax for 10 years Separate IFF structure means

Enhances capital structure of the Group

Non dilutive to BTSG shareholders

No increase in leverage Increase equity through retained earnings 5

Mass Transit Strong Growth Driven by Expansion Projects

The Thai government has made an explicit policy to develop Bangkoks infrastructure by investing in mass transit infrastructure projects One of New Governments ten urgent projects
Aggressive M-MAP development plan (2010) to transform Bangkoks rail system into a mature network

Planned expansion of rail coverage from 79.5km currently to 508.0km by 2029

Expedite construction of 10 mass rapid transit lines within Bangkok for completion within 4 years A more comprehensive mass transit network would drive higher ridership and attract people to live within the rail transit system radius As residential areas develop along the mass transit route, it also creates captive demand for the rail transit system services
Source: Office of Transportation and Traffic Policy and Planning

508 km by 2029

Substantial Investment Opportunities

Opportunities Exist to Further Expand Mass Transit Business
Mass transit is BTSGs core expertise BTS aims to participate in the Government expansion BTS has competitive advantage in lines which are direct extensions or have direct connections to the Green Line
Green Lines Mochit Saphanmai and Bearing Samut Prakan 25 km with 21 stations By April 2017 64,543 By 2013 Pink Line Khae Rai Minburi 34.5 km with 30 stations By October 2017 42,101 By 2013 Light Rail Train Bangna Suvarnabhumi 18 km with 15 stations By 2017 25,000 Under process of approval 131,644 Total

(THB MM) Description Total Length and Number of Stations Expected Commence Operation Project Value (Civil & E&M) Bid Process

Project attractiveness

Strategic route, passing Route passing through the Route passing through the highly populated highly populated highly populated residential area residential area, acting as residential area, acting as Clear advantages from the feeder line to the existing feeder line to the existing requirement to integrate green line green line with the existing green line system that is operated by BTSC

Source: MRTA and Matichon online

What is an Infrastructure Fund (IFF)?

Infrastructure Fund in Thailand
Infrastructure Fund is an entity that raises capital from public to

Purpose of Infrastructure Fund

Resulting from Government and Capital Market Regulatory Bodies initiative to:

invest in infrastructure assets, including: toll roads, airports, power

plants, water treatment plants, rail roads and transportation infrastructure

Develop the country's infrastructure Allow access to infrastructure projects for a broader range of investors
Attract different types of investors from stock. Investors in

Infrastructure Fund Structure

Assets Owner Infrastructure Assets
Rights or Benefits in the assets Compensation for Rights or Benefits

stocks generally prefer growth while investors in IFF prefer stability

New financing alternative

Tax Efficient Nature

The Government issued a Royal Decree dated 9 Oct 2012 (the "Royal Decree") to grant certain tax exemptions to infrastructure funds and its unitholders Dividends received by individuals from IFFs shall be exempt from personal income tax for 10 years IFF is a mutual fund which is exempted from corporate income tax

Infrastructure Fund

Infrastructure Fund
Fund Units Fund Raised

3 Investor Public Investors

High Payout Vehicle

Payout of not less than 90% of adjusted net income Ability to pay dividend more than earnings to avoid any cash trap 8

Transaction Overview
BTSG
33.3% BTSG holds 97.5% in BTSC Cash payment of purchase price

Public Investors (Local/International)

66.7%

Other BTSGs Businesses

BTSC
Transfer of Future Net Farebox Revenue under Concession

IFF

To be spun off to BTSG when appropriate

Other BTSCs Businesses

VGI shares O&M business BSS shares

Core SkyTrain Business

Operation under concession from BMA (23.5 km)

Receive Future Net Farebox Revenue

Net Farebox Revenue

Farebox Revenue
All farebox revenue from passengers in the Core SkyTrain system Other revenue and compensation from BMA under concession agreement Excludes revenue from O&M business on extension lines, media business and other service revenue

Revenue to BTSC
Capital Expenditure
New rolling stocks for the Core SkyTrain System to serve future ridership

Net of

Operating Expenses
Cost relevant to the Core SkyTrain System such as maintenance, labor, electricity, maintenance, etc.

Management Fee and Incentive (to BTSC)

Pay management fee for BTSC management, with step-up rate if outperform

9 9

Transaction Overview (Cont'd)

Robust structure that enables continued operations by BTSC, independent oversight by IFF and fund management company, and aligned interests for value maximisation
BTSG SSGA between BTSG and IFF 33.3% 66.7% Fund Supervisor Agreement Public Unit holders

Fund Management Company

Investment Advisory Committee

Appoint by fund management company Committees must include IFF manager and experts in SkyTrain business Give investment advice on investment to fund manager

Fund Supervisor Monitor fund manager performance Report to SEC on events that negatively impact unitholders

Infrastructure Fund Manager Ongoing management of IFF Initiate/evaluate new investment opportunities

Set up IFF

Nominate Board Representatives at BTSC Monitor BTSCs operation and compliance under NRTA Exercise veto vote on Reserved Matters 97.5% Controls BTSC Board 9 board members comprise of 1/3 from BTSG, 1/3 from IFF and 1/3 as independent directors Resolution on Reserved Matters requires at least 2 votes from IFF representatives

NRTA between BTSC and IFF

BTSC NRTA: Net Revenue Purchase and Transfer Agreement SSGA: Sponsor Support & Guarantee Agreement

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Impact on BTSG
Illustrative Impact to BTSGs Assets(1)
Assume fund size of THB 55,000 MM; no leverage used

BTSC Core SkyTrain Carved Out P&L Highlights

Carved out financial statements is proforma financial statement which extracts only value related to the Core SkyTrain business

(THB MM)
65,563

78,206 18,333 Value of BTSG's 33.3% holding in IFF

(THB MM) Farebox Revenue EBITDA Capex(2)

Mar 2010 3,484.6 1,903.9 883.8

Mar 2011 3,544.8 2,034.2 1,025.6

Mar 2012 4,296.8 2,911.2 69.3

SkyTrain project cost(1)

44,658

36,667

Net cash proceeds from transaction

Starting FY2012, Core SkyTrain generates strong cash flows as traffic is strong and Core SkyTrain capex is low
Other assets 20,905 23,206 Other assets

Status Quo 30 Sep 2012

Post Transaction

(1) Include Core SkyTrain and Extensions SkyTrain (2) Include only increase in project costs

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Use of Proceeds
1
Proceeds from IFF to BTSC from sale of future net farebox revenue
Cash proceeds of THB 55.0 bn(1)

Providing LC for BTSC existing debenture

BTSC

BTSC Sale of future net farebox revenue of Core SkyTrain business

IFF

Provide bank LC for bondholders(2) (THB 10.6 bn) Bondholders Representative

Special dividend, capital reduction or loan up to BTSG for investment in IFF

Distribution/loan(3) BTSG Investment in IFF for up to 33.3% stake for THB 18.3 bn(1)

Balance of proceeds
Balance of proceeds of THB 26.0 bn to be used for:

IFF

BTSC

Investment in further mass transit expansion by BTSC/BTSG Other infrastructure investment opportunities

Other S/H Distribution

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(1) Assume fund size of THB 55.0 bn with no leverage (2) Backed by cash deposit in full amount (3) For repayment of bridge loan BTSG obtained for investment in up to 33.3% of the total IFF units

In case of excess liquidity, may propose to BoD for approval for paying special dividend to BTSG shareholders
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Strategic Positioning of the Group

Positioning
BTS Group
Focus on mass transit operations including: Existing operations Core SkyTrain operation and 33.3% investment in IFF Existing Long Term O&M Contracts New mass transit opportunities in Bangkok Media business - sustain VGI's grow potential Slow down property development, open for JVs/divestments

IFF
A cash flow generation focused vehicle DCF/yield based valuation Tax efficient structure Beneficiary of any passenger growth, fare increases and operating leverage on the Core SkyTrain

Development strategies BTS Group

Develop new mass transit projects Intention to sell projects to the IFF when development phase completed Injection principles will be based on: shareholders approval, market price and third party appraisal

IFF
Rights of First Refusal (ROFR) and call option on BTS existing contracts (Long Term O&M Contracts and Concession extension) as well as future mass transit opportunities in Bangkok developed by BTS Group IFF will focus on opportunities with strong cash flow potential Also able to seek out non BTS related infrastructure opportunities
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Todays Agenda

Appendix

14

Mass Transit Core SkyTrain System

Developer of Bangkoks inaugural (Core) mass transit system. Exclusive concession agreement since Dec 1999 Core SkyTrain System Map

Core SkyTrain System 23 stations, 23.5 km in CBD

Connecting Bangkoks most important business and tourist destinations, serving as the backbone to all Bangkoks mass transit systems
Asok Phrom Phong

Mo Chit

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

Saphan Khwai
Ari Sanam Pao Victory Monument

Phaya Thai Ratchathewi National Stadium Siam Phloen Chit

Chit Lom Nana Ratchadamri Thong Lo Ekkamai On Nut

Phra Khanong Sala Daeng Chong Nonsi Surasak Saphan Taksin

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

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Mass Transit O&M Business

Operator of Green line extensions to the Core network since 2009 Green Line Extensions Map
Mo Chit Saphan Khwai Ari Sanam Pao Victory Monument

30-Year O&M Contracts Green line extension

Sukhumvit Extension (On Nut Bearing) From 8 May 2012 to 2 May 2042 (30 years) Silom Extension (Saphan Taksin Bang Wa) From 8 May 2012 to 2 May 2042 (30 years)
Punnawithi

Phaya Thai Ratchathewi Phloen Chit Siam Asok Phrom Phong

National Stadium

Chit Lom
Ratchadamri

Nana Thong Lo Ekkamai

Core SkyTrain System On Nut Mo Chit and National Stadium Saphan Taksin From 5 Dec 2029 to 2 May 2042 (13 years)

Sala Daeng Chong Nonsi Surasak Ratchadapisek Bang Wa Wutthakat Phothinimit Wongwian Yai Saphan Taksin

Phra Khanong

On Nut

Bangchak

Udom Suk

Bang Na Krung Thon Buri

Bearing

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Current BTS SkyTrain Network

Bangkok is a mono-centric city with key destinations concentrated along the Core SkyTrain Network. New extension of rail transit and connection points will continue to drive ridership growth onto the Core Network

Traffic flow

Traffic flow

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Mass Transit System Extension

1
Ongoing projects to be completed by 2017 163.3km 97 stations
Line Light Green Light Red Purple Blue Blue Light Green Dark Green Light Red Route Wongwian Yai Bang Wa Bang Sue - Talingchan Bang Yai - Bang Sue Hua Lamphong Bang Khae Bang Sue - Tha Pra Bearing - Samut Prakarn Mochit - Kukod Bang Sue - Phayathai Makkasan Operate Distance year (km) 2012-13 2012 2015 2016 2016 2017 2017 2017 5.3 15.0 23.0 14.0 13.0 12.8 18.4 9.0 Stations 4 5 16 11 9 9 16 5

2 Future projects - direct feeders to BTS System

Line Route Distance (km) Expected operating year

LRT
Pink Line Airport Link Dark Green Light Green Dark Green

Bang Na - Suvarnabhumi
Kaerai Parkgred - Meenburi Bang Sue - Phayathai Samutprakarn - Bangpu National Stadium -Yodse Kukod - Lamlukka

18.6
34.5 7.9 7.0 1.0 6.5

2017
2017 2019 2017 2019 2019

79.5km 83.1km

Already operating Under Construction

Light Red
Dark Red Dark Red

Makkasan - Hua Mak

Bang Sue - Rangsit Thammasart University Bang Sue - Hua Lamphong

2017
2017 2017

10.0
36.3 6.5

3
13 6

345.4km

To be completed by 2029

Sources: Office of Transport and Traffic Policy and Planning (OTCP) Company website, MRTA website and State Railway website,

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Mass Transit Return to double-digit growth phase

Initial Growth

Stable Growth

Faster Growth

Accelerating Growth Key Factors Ridership growth

Expansion of the network (direct extensions and feeder lines) New trains Property development along the lines

Revenue & profitability growth

Ridership growth Higher O&M revenue Operating leverage Fare adjustment

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Mass Transit Fare Adjustment

BTSC has the ability to make discretionary adjustments to transit fares up to current authorised fare without further regulatory approval Fare adjustment mechanism
Fare price (THB)
43.8 56.4 50.1

Effective fare
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

37.6 31.3
25.1 18.8 15.0
Stations

35.0 30.0

40.0

20.0

25.0

Authorised fare
8

Normal situation: If the CPI in respect of any month is at least 5% higher than the Reference CPI in respect of a month which is at least twelve months before, 9 10 11 12 13 14 15 16 17 the Authorised Fare can be adjusted up by no more than 7%.
Authorised Fare

Effective Fare

Potential fare upside

Where Reference CPI means (1) For the purpose of the first adjustment of Authorised fare, the CPI for January 1992, and (2) For the purpose of all subsequent adjustments of Authorised fare, the CPI which is last used to adjust the Authorised fare Special situation: upon change of CPI (in excess of 9% against any months in the last 12 months or prior), USD/THB foreign exchange rate, interest rate or costs subject to agreement with BMA must be mutually agreed by both parties to the Concession

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IFF Transaction Alternatives

1 2 3

Sell Concession

Sell Shares

Sell Future Net Farebox Revenue

Cash payment BTSC IFF BTSG

Cash payment IFF BTSC

Cash payment IFF

X
Sell Concession Core SkyTrain Business Core SkyTrain Business

X
BTSC
Sell shares

BTSC Core SkyTrain Concession

Sell future net farebox revenue Receive Future Net Farebox Revenue

Core SkyTrain Business

Core SkyTrain Business

Requires timely approval under Public-Private Partnership Process Subject to several of uncertainties

Gain on sale is subjected to tax

Process involving government is more simple and requires less time Tax efficient structure
However, structure is complicated and investors are not familiar with

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