(-Translation-) Ref No. BTS 2181 / 2010 June 16, 2010 Subject: Directors, dividend, amend Articles, new subsidiary, call AGM To: President The Stock Exchange of Thailand Enclosure: Proposed Amendment of Articles of Association Whereas BTS Group Holdings Public Company Limited ("the Company") had the Board of Directors' Meeting No. 5/2010 on June 16, 2010 at 10.00 a.m. The Meeting passed the significant resolutions as follows: 1. Acknowledged the resignation of the whole Board of Directors effective on the date of the Annual General Meeting of Shareholders for the Year 2010: Name Position 1. Mr. Keeree Kanjanapas Director 2. Mr. Kavin Kanjanapas Director 3. Mr. Sutham Siritipsakorn Director 4. Mr. Rangsin Kritalug Director 5. Mr. Kong Chi Keung Director 6. Mr. Paul Tong Director 7. Mr. Cheung Che Kin Director 8. Mr. Anat Arbhabhirama Director 9. Mr. Kom Panomreongsak Director 10. Mr. Lo Yun Sum Director 11. Lt. Gen. Phisal Thepsithar Independent Director 12. Pol. Maj. Gen. Vara Ieammongkol Independent Director 13. Mr. Chaiyasit Puvapiromquan Independent Director Approved the following persons to be nominated for the appointment as the new Board of Directors of the Company at the Annual General Meeting of Shareholders for the Year 2010: No. Name Position 1. Mr. Keeree Kanjanapas Director 2. Mr. Kavin Kanjanapas Director 3. Mr. Kong Chi Keung Director 4. Mr. Anat Arbhabhirama Director 5. Mr. Surapong Laoha-Unya Director 6. Mr. Rangsin Kritalug Director 7. Mr. Paul Tong Director 8. Mr. Craig Webster Director 9. Mr. John Sunderland Director 10. Mr. Kin Chan Director 11. Mr. Charoen Wattanasin Independent Director 12. Mr. Amorn Chandarasomboon Independent Director 13. Mr. Suchin Wanglee Independent Director 14. Lt. Gen. Phisal Thepsithar Independent Director 15. Mr. Cheong Ying Chew, Henry Independent Director 2. Determined the names and number of the directors who can sign to bind the Company to be proposed to the Annual General Meeting of Shareholders for the Year 2010 for consideration and approval as follows: "Names and number of the directors who can sign to bind the Company are: any one director from Group A signing jointly with any one director from Group B, totaling 2 persons, together with the Company's seal affixed; Group A Directors being Mr. Keeree Kanjanapas, Mr. Kavin Kanjanapas and Mr. Surapong Laoha-Unya and Group B Directors being Mr. Kong Chi Keung, Mr. Anat Arbhabhirama and Mr. Rangsin Kritalug" 3. Determined the directors' remuneration to be proposed to the Annual General Meeting of Shareholders for the Year 2010 for consideration and approval. Monthly Directors' Remuneration Chairman of the Board of Baht 60,000 / month Directors Chairman of the Audit Baht 50,000 / month Committee Directors Baht 30,000 / month / person Meeting Allowance for the Members of the Audit Committee Chairman of the Audit Baht 20,000 / attendance Committee Members of the Audit Baht 20,000 / person / Committee attendance 4. Approved the suspension of dividend payment for the fiscal year ended March 31, 2010 as a result of Baht 4,211,934,885 deficit in the Company's separate financial statements for 2 the fiscal year ended March 31, 2010, which will be proposed to the Annual General Meeting of Shareholders for the Year 2010 for consideration and approval. The deficit is mainly resulted from the deficit brought forward from previous years, loss from exchange rate, provisions for doubtful debts and provisions for impairment of assets. According to the Public Limited Companies Act B.E. 2535 (1992), the Company may pay dividends only when the Company has profits from operations and there is no deficit. Thus, the Company is unable to make dividend payment for the fiscal year ended March 31, 2010. Although the Company is unable to make dividend payment for the fiscal year ended March 31, 2010, the Board of Directors will consider a review of the consolidated group financial performance and status after the completion of the acquisition of 94.6% shares in Bangkok Mass System Public Company Limited. Within the fiscal year ended March 31, 2011, the Board of Directors will consider a plan to make good of Baht 4,211,934,885 deficit in the Company's separate financial statements by means of (i) capital reduction to reduce the deficit, (ii) dividend income from subsidiaries of the group, and/or (iii) other operating profits. If this plan is successfully implemented, the Company will be able to make good of Baht 4,211,934,885 deficit and is able to make interim dividend payment to the Company's shareholders within the fiscal year ended March 31, 2011. The Company will further inform the public and shareholders if there is any decision in this matter. 5. Approved the appointment of auditors from Ernst & Young Office Limited as the Company's auditors for the fiscal year ended March 31, 2011, any of the following auditors being authorized to review and give opinion on the Company's financial statements: Mr. Narong Puntawong: Certified Public Accountant (Thailand) No. 3315 and/or Ms. Siraporn Ouaanunkun: Certified Public Accountant (Thailand) No. 3844 and/or Mr. Termphong Opanaphan: Certified Public Accountant (Thailand) No. 4501, and determined the audit fee for the fiscal year ended March 31, 2011 for the Company in the amount of not exceeding Baht 3,330,000 and the audit fee for the Company and its subsidiaries (totaling 26 subsidiaries) in the total amount of not exceeding Baht 11,750,000 and to propose this matter to the Annual General Meeting of Shareholders for the Year 2010 for consideration and approval. 6. Approved the amendment of the Articles of Association of the Company as per the Proposed Amendment of Articles of Association as attached and to propose this matter to the Annual General Meeting of Shareholders for the Year 2010 for consideration and approval. 7. Approved the establishment of a new subsidiary to be a technology service provider company with the following details: 3 Name : Bangkok Smartcard Technology Limited Type of Business : Technology service provider. Initially, holding the exclusive right to provide technology service based on Bangkok Smartcard System Company Limited's e-money platform such as membership program, loyalty program and access control related project Registered Capital : Baht 2,000,000 Initial Paid-up Capital : 25 percent Number of Shares : 20,000 ordinary shares Par Value : Baht 100 each Directors : Mr. Keeree Kanjanapas Mr. Surapong Laoha-Unya Mr. Kavin Kanjanapas Mr. Nelson Leung Shareholding Structure : The Company holding 19,997 shares and each of Mr. Keeree Kanjanapas, Mr. Surapong Laoha-Unya and Mr. Kavin Kanjanapas holding 1 share. 8. Determined the date of determining the names of shareholders who shall be entitled to attend the Annual General Meeting of Shareholders for the Year 2010 (Record Date) on July 5, 2010 and the date to gather the names of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by closing the share register book and suspension of share transfer on July 6, 2010. 9. Determined the date, venue and agenda of the Annual General Meeting of Shareholders for the Year 2010 on Thursday July 29, 2010, at 10.00 hrs. at Ballroom I, 8th Floor, Eastin Hotel Makkasan Bangkok, no. 1091/343 New Petchburi Road. Makkasan Sub-district,Rajthevee District, Bangkok 10400 with the agenda listed below: Agenda 1 Message from the Chairman to the Meeting; Agenda 2 To consider and adopt the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2010; Agenda 3 To consider and approve the appointment of new Board of Directors of the Company; 4 Agenda 4 To determine the names and number of the directors who can sign to bind the Company; Agenda 5 To determine the directors' remuneration; Agenda 6 To acknowledge the report on the results of the Company's business operation for the fiscal year ended March 31, 2010; Agenda 7 To consider and approve the Company and its subsidiaries report and consolidated financial statements for the fiscal year ended March 31, 2010; Agenda 8 To consider and approve the suspension of the dividend payment for the fiscal year ended March 31, 2010; Agenda 9 To consider and approve the appointment of auditors and determine the audit fee for the fiscal year ended March 31, 2011; Agenda 10 To consider and approve the amendment of the Company's Articles of Association; and Agenda 11 To consider other business (if any), and empowered the Executive Committee to amend, change or determine the time, date, and venue of the Annual General Meeting of Shareholders for the Year 2010. Please be informed accordingly. Yours sincerely, BTS Group Holdings Public Company Limited - Mr. Kong Chi Keung / Mr. Rangsin Kritalug- Directors 5