the date on which the Board of Directors has the resolution to propose the agenda in offering to sell the Company's newly issued ordinary shares to the Extraordinary General Meeting of Shareholders No. 2/2010 for approval, which is the period during August 11, 2010 and September 2, 2010, equaling to Baht 0.88 (Information from SETSMART in www.setsmart.com of the SET). , and to propose the shareholders' meeting to empower the Board of Directors and/or the Executive Committee to determine the details in relation to the allocation of the newly issued ordinary shares. 7) Resolved to propose for the consideration and approval of the shareholders' meeting to amend Article 3 of Articles of Association of the Company: from "3. The Company's shares can be freely transferred without any restriction, except for the case that such transfer may cause the aliens to hold more than 49 percent of all issued shares of the Company. However, if any transfer will increase the ratio of aggregate shares held by the aliens over the limit specified above, the Company may refuse to register such transfer of shares." to 7 "3. The shares of the Company may be transferred without any restriction, except for any transfer of shares resulting in non-Thai shareholder (s) holding more than 30 percent of the total issued shares in the Company. The non-Thai persons may acquire ordinary shares of the Company in excess of the restricted ratio prescribed above by converting the convertible debentures which are wholly issued to non-Thai investors pursuant to the Extraordinary General Meeting of Shareholders No. 2/2010, held on November 1, 2010, even though the ratio of the shareholding by the non-Thai persons has reached 30 percent of the total issued shares of the Company. However, such shareholding shall not cause the total number of the shareholding ratio of the non-Thai persons to exceed 49 percent of the total issued shares of the Company. The holding of shares by the non-Thai persons exceeding 30 percent up to 49 percent shall apply to the case of any transfer of shares by non-Thai persons, who have acquired new shares by means of the exercise of conversion right of convertible debentures under this paragraph two, by their transferees and subsequent transferees in every stage of transfers" 8) Determined that the Extraordinary General Meeting of Shareholders No. 2/2010 is to be held on Monday November 1, 2010 at 15.00 hrs. at Ballroom 1, 8th Floor, Eastin Hotel Makkasan Bangkok, No. 1091/343 New Petchburi Road, Makkasan Sub-district, Rajthevee District, Bangkok. The agenda items are as follows: Agenda Item No. 1 Message from the Chairman to the Meeting; Agenda Item No. 2 To consider and adopt the Minutes of the Annual General Meeting of Shareholders for the Year 2010; Agenda Item No. 3 To consider and approve the reduction of registered capital of the Company from the existing registered capital of Baht 65,142,190,902 to Baht 41,691,002,177.28 and the reduction of paid-up capital from the existing paid-up capital of Baht 55,889,275,885 to Baht 35,769,136,566.40, by reducing the par value of shares of the Company from Baht 1 per share to Baht 0.64 per share; Agenda Item No. 4 To consider and approve the amendment of Clause 4. of the Memorandum of Association of the Company to be in line with the reduction of the Company's registered capital and paid-up capital; Agenda Item No. 5 To consider and approve the amendment of Agenda Item No. 8.2 (3) of the resolution of the Extraordinary General Meeting of Shareholders No. 1/2010, held on April 29, 2010 in order to amend the amount of shares issued to accommodate the exercise of the warrant representing right to purchase the Company's ordinary shares and the par value of shares of the Company, by replacing "To allocate up to 5,111,610,256 newly issued ordinary shares of the Company at the par value of Baht 1 per share" with "To allocate up to 5,027,000,448 newly issued ordinary shares of the Company at the par value of Baht 0.64 per share"; Agenda Item No. 6 To consider and approve the issuance and offering of convertible debentures and/or debentures in the amount up to Baht 10,000,000,000 or in the equivalent amount of other currencies; 8 Agenda Item No. 7 To consider and approve the reduction of the registered capital of the Company in the amount of 4,225,914,569 shares, at the par value of Baht 0.64 per share, from the existing registered capital of Baht 41,691,002,177.28 to Baht 38,986,416,853.12, by canceling the Company's unissued shares; Agenda Item No. 8 To consider and approve the amendment of Clause 4. of Memorandum of Association of the Company to be in line with the reduction of the Company's registered capital; Agenda Item No. 9 To consider and approve the increase of registered capital of the Company by Baht 10,433,835,415.68, from the existing registered capital of Baht 38,986,416,853.12 to Baht 49,420,252,268.80 by issuing 16,302,867,837 newly issued ordinary shares at the par value of Baht 0.64 per share; Agenda Item No. 10 To consider and approve the amendment of Clause 4. of Memorandum of Association of the Company to be in line with the increase of the Company's registered capital; Agenda Item No. 11 To consider and approve the allocation of the Company's newly issued ordinary shares to (1) accommodate the exercise of conversion right of convertible debentures to be issued by the Company, and (2) the group of specific investors who are shareholders of Bangkok Mass Transit System Public Company Limited; Agenda Item No. 12 To consider and approve the amendment of Article 3. of the Company's Articles of Association; and Agenda Item No. 13 To consider other businesses (if any). , and empowered the Executive Committee to amend or change the agenda, date, time and venue of the Extraordinary General Meeting of Shareholders No. 2/2010 as it is deemed appropriate by taking into account the necessity and benefit to the Company. 9) Approved the date of determining the names of shareholders who shall have the right to attend the Extraordinary General Meeting of Shareholders No. 2/2010 (Record Date) on October 6, 2010, and 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 October 7, 2010 and empowered the Executive Committee to amend or change the date of determination of shareholders who shall be entitled to attend the Extraordinary General Meeting of Shareholders No. 2/2010 (Record Date) and to amend or change the date to gather the names of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) as it is deemed appropriate by taking into account the necessity and benefit to the Company. Please be informed accordingly. Yours sincerely, BTS Group Holdings Public Company Limited - Mr. Rangsin Kritalug - Executive Director and Chief Operating Officer 9