(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 August 4, 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: 1,118,700,611 shares remaining from the allocation to the existing shareholders and the financial institution investors or the group of clients of the underwriter totaling 20,150,704,709 shares in accordance with the resolutions of the Extraordinary General Meeting of Shareholders No. 1/2010, held on April 29, 2010. Allocated to the following persons: Allocated the newly issued ordinary shares of the Company 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 0.82 per share (The Annual General Meeting of Shareholders for the Year 2010, held on July 29, 2010, resolved to approve the amendment of agenda item no. 8.2 (2) of the Extraordinary General Meeting of Shareholders No. 1/2010, held on April 29, 2010, by amending the approved offering price of the newly issued ordinary shares 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 amendment enables the Company to sell the newly issued shares to the group of financial institution investors or the group of clients of securities companies who are the Company's underwriter, provided that such investors shall not be connected persons of the Company at the price of not less than Baht 0.80 per share.) Subscription and payment period: Subscription period: July 29-30, 2010 and August 2-3, 2010 Payment period: Within August 4, 2010 2. Results of the sale of shares: [ ] totally sold out [ / ] partly sold out, with 42,700,611 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 Thai investors Foreign investors Total Juristic Natural Juristic Natural persons persons persons persons Number of persons 313 - 1 - 314 Number of shares 1,075,918,400 - 81,600 - 1,076,000,000 subscribed Percentage of total 96.176 - 0.007 - 96.18 sold shares 4. Consideration received from the sale of shares The Company will use one portion of 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, which will reduce debt and interest obligations of the Company. The Company will use the other portion of money as the working capital for the Company's operation. The Company hereby certifies that the information contained in this report is true and complete in all respects. Signed - Mr. Kavin Kanjanapas - Authorized Director Title: Director Signed - Mr. Rangsin Kritalug - Authorized Director Title: Director