Resolution of securities holders Subject : Shareholders meeting's resolution Meeting date : 18-Dec-2012 Meeting's resolution : Accordingly approved with board's resolution Remark : BTS Group Holdings Public Company Limited (the "Company") held the Extraordinary General Meeting of Shareholders No.1/2012 on December 18, 2012 at 14.06 hrs. The Company would like to inform that the Extraordinary General Meeting of Shareholders No.1/2012 resolved to approve the Company to enter into an infrastructure fund transaction consisting of (1) the Net Revenue Sale Transaction whereby Bangkok Mass Transit System Public Company Limited ("BTSC"), a subsidiary of the Company, in which the Company holds 97.46% of the total issued shares, will sell the Net Farebox Revenue from its Core BTS SkyTrain System to the infrastructure fund (the "Fund"), a fund to be established under the Securities and Exchange Act B.E. 2535 (as amended), (2) the Security Transaction whereby the Company will provide certain support and a limited guarantee to secure the obligations of BTSC owed to the Fund under the Net Revenue Purchase and Transfer Agreement to be entered into between BTSC and the Fund and will pledge the BTSC shares and enter into an agreement to sell and purchase the BTSC shares with the Fund to secure the obligations of the Company owed to the Fund under the Sponsor Support and Guarantee Agreement to be entered into between the Company and the Fund, and (3) The Unit Subscription Transaction whereby, after the Office of the Securities and Exchange Commission approves the establishment and management of the Fund, the Company will subscribe for one-third (or approximately 33.33%) of the total issued investment units of the Fund. The infrastructure fund transaction will benefit to the Company for future expansion in the mass transit business of the Company, which may stimulate substantial growth for the Company. In addition, the Net Revenue Sale Transaction is the appropriate fund raising method to prompt the Company to meet the future investment requirements. Moreover, a part of the proceeds will be used to support its investment in the investment units of the Fund, which will allow the Company, as a unitholder, to continue to maintain substantial control in the BTS SkyTrain business and gain benefits from the economic return from such business in the form of dividends from the Fund. BTSC will still be the operator of the BTS SkyTrain system. In addition, if there is any remaining cash and sufficient liquidity, the Company may consider distributing special dividend to its shareholders. However, the decision on such a special dividend payment will be subject to the Company's consideration along with the Company's plans and financial need for the future investment, legal restrictions, approval from the Board of Directors or the shareholders of the Company (as the case may be) and other factors. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.