(F 53-5) Form of Report to the Stock Exchange of the Results of the Sale of Shares BTS Group Holdings Public Company Limited ("Company") Dated June 14, 2010 1. Information relating to the share offering Category of shares allocated: newly issued ordinary shares of BTS Group Holdings Public Company Limited Number of shares allocated: 20,150,704,709 shares (Such number of shares is less than the number of shares approved in the Agenda Item nos. 8.2 (1) and (2) of the Extraordinary General Meeting of Shareholders No. 1/2010 held on April 29, 2010, which approved the allocation of up to 20,446,441,022 newly issued ordinary shares of the Company. This is due to the holding of shares by the existing shareholders of the Company in the wrong category and the disregard of the remainder of shares resulting from the calculation for the allocation of shares to the existing shareholders in the ratio of four new shares for seven original shares). Allocated to the following persons: 1.1 allocated 20,150,704,709 newly issued ordinary shares of the Company with the par value of Baht One per share to the existing shareholders of the Company whose names appear on date of the closure of the share register book on May 17, 2010 pro rata to their shareholding (Right offering), in the ratio of four new shares for seven original shares (any remainder shall be disregarded). After there were unsubscribed shares from the first round allocation, the Company re-allocated those unsubscribed shares to the shareholders who expressed their intention to oversubscribe the shares exceeding their right, until none of the shareholders wished to oversubscribe for those unsubscribed shares. 1.2 allocated the newly issued ordinary shares of the Company unsubscribed from the allocation under item 1.1 above to the group of financial institution investors or the group of clients of securities companies who are the Company's underwriters provided that such persons are not the connected persons of the Company. Price per share: Baht 0.63 per share (Both item no. 1.1 and item no. 1.2) Subscription and payment period: For item no. 1.1: May 31, 2010 - June 7, 2010 For item no. 1.2: June 8, 2010 - June 11, 2010 2. Results of the sale of shares: [ ] totally sold out [ / ] partly sold out, with 1,118,700,611 shares remaining. The Company will deal with the remaining shares as follows: The Company will offer the remaining newly issued ordinary shares as mentioned above to the group of financial institution investors or the group of clients of securities companies who are the Company's underwriters provided that such persons shall not be the connected persons of the Company. 3. Details of the sale 3.1 Details of the sale for item 1.1 Thai investors Foreign investors Total Juristic Natural Juristic Natural persons persons persons persons Number of persons 16 2,666 8 3 2,693 Number of shares 36,801,527 11,222,338,930 3,312,682,347 362,448 14,572,185,252 subscribed Percentage of total 0.18 55.69 16.44 0.00 72.32 sold shares 3.2 Details of the sale for item 1.2 Thai investors Foreign investors Total Juristic Natural Juristic Natural persons persons persons persons Number of persons 1 45 1 - 47 Number of shares 1,723,418, 687 577,670,000 2,158,730,159 - 4,459,818,846 subscribed Percentage of total 8.55 2.87 10.71 - 22.13 sold shares 4. Consideration received from the sale of shares The Company will use the money received from this offering of the newly issued ordinary shares to repay part of the loan that the Company borrowed to finance the purchase of the ordinary shares of Bangkok Mass Transit System Public Company Limited. This will reduce debt and interest obligations of the Company, and strengthen the capital structure of the Company by having higher equity base as well as improve the liquidity of the Company. The Company hereby certifies that the information contained in this report is true and complete in all respects. Signed - Mr. Kong Chi Keung - Authorized Director Title: Director Signed - Mr. Rangsin Kritalug - Authorized Director Title: Director 2