(-Translation-) Ref. No. BTS 2229/2010 July 27, 2010 Subject: Shareholder proposing the meeting to consider matters other than those proposed in the invitation To: President The Stock Exchange of Thailand Whereas BTS Group Holdings Public Company Limited (the "Company") will hold the Annual General Meeting of Shareholders for the Year 2010 on July 29, 2010 at 10.00 hrs. at Ballroom 1, 8th Floor, Eastin Makkasan Bangkok, No. 1091/343 New Petchburi Road, Makkasan Sub-district, Rajthevee District, Bangkok (the "Meeting"). The Company has been notified by Mr. Keeree Kanjanapas, the executive and shareholder of the Company that he would like to propose the shareholders' meeting to consider the additional agenda item re: the amendment of resolution of Agenda Item No.8.2 (2) of the Extraordinary General Meeting of Shareholders No. 1/2010 held on April 29, 2010. This is to amend the offering price of the newly issued ordinary shares to be allocated to the group of financial institution investors or the group of clients of securities companies who are the Company's underwriters from "at the offering price between Baht 0.60-0.70 per share" to "at the offering price of not less than Baht 0.80 per share". This is due to the fact that the market price of the Company's shares has been increased in the past period and the increase of the offering price will benefit both the Company and the shareholders since the Company will receive more proceeds from the sales while there are still the same numbers of shares. In this regard, the Company would like to advise the shareholders as follows. The Company has issued and allocated 19,032,004,098 new ordinary shares (out of the total 20,150,704,709 shares available for sales) to the existing shareholders, the financial institution investors and the group of clients of the underwriter at the offering price of Baht 0.63 per share. Therefore, the Company received totalling Baht 11,990,162,581.74 from such sales which is sufficient for the repayment of the Tranche 1 loan facilities to Bangkok Bank Plc. and the Company still remain 1,118,700,611 shares available for sales to the group of financial institution investors or the group of clients of securities companies who are the Company's underwriter. However, the resolution of Agenda Item No. 8.2 (2) of the Extraordinary General Meeting of Shareholders No. 1/2010 set the offering price of these newly issued ordinary shares between Baht 0.60-0.70 per share; therefore, the Company is unable to issue and sell these leftover shares at the offering price higher than Baht 0.70 per share, unless the shareholders' resolution is amended. According to Section 105, Paragraph 2 of the Public Limited Companies Act B.E. 2535 (as amended), the shareholders may propose the shareholders' meeting to consider matters other than those proposed in the notice calling for the meeting if such shareholders hold shares not less than one-third of the Company's total issued shares. Mr. Keeree Kanjanapas holds 21,282,477,892 shares, equal to 38.83% of the Company's total issued shares (the Company's total issued shares are 54,813,275,885 shares); therefore, Mr. Keeree is entitled to propose the additional agenda to the shareholders' meeting. Nevertheless, Mr. Keeree Kanjanapas wishes to give an opportunity to the shareholders to jointly propose the additional agenda in this Agenda 11. Therefore, the shareholders will be requested to consider whether to jointly propose the additional agenda to the shareholders' meeting with Mr. Keeree Kanjanapas. Please be informed accordingly. Yours sincerely, BTS Group Holdings Public Company Limited -Mr. Kong Chi Keung/ Mr. Rangsin Kritalug- Directors 2