Interim Dividend Payment and Adjustment of the Conversion Price of Convertible Bonds

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Dividend consideration Subject : Cash dividend payment Date of Board resolution : 11-Jan-2013 Type of dividend payment : Cash dividend payment Record date for the right to receive : 28-Jan-2013 dividends Book closing date for collecting : 29-Jan-2013 shareholders names under Section 225 of the Securities and Exchange Act Ex-dividend date : 24-Jan-2013 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.163 Par value (baht) : 4.00 Payment date : 08-Feb-2013 Paid from : Operating period from 01-Apr-2012 to 30-Sep-2012 and retained Earnings Remark : The Board of Directors' Meeting No. 1/2013 of BTS Group Holdings Public Company Limited (the "Company"), held on January 11, 2013 passed the resolutions to approve the Company to pay the interim dividend from the net income and retained earnings from the financial statements (on a standalone basis) for the six-month periods (from April 1 - September 30, 2012), to the shareholders of the Company, at the dividend payment rate of Baht 0.163 per share (16.3 Satang per share) or equivalent to the total interim dividend payment of not exceeding Baht 1,810.00 million. This dividend payment is the highest dividend per share that the Company has paid in its history and reflects the strong financial position of the Company. The Company sets the record date, the share register closure date and the interim dividend payment date as follows: (1) The date of determining the names of shareholders who shall be entitled to receive the interim dividend (Record Date) : January 28, 2013 (2) The date to gather the names of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535 (as amended) by closure of the share register book and suspension of share transfer : January 29, 2013 (3) The payment date of the interim dividend : February 8, 2013 In this regard, the shareholders who are disqualified to receive the dividend under the law will not be entitled to this dividend payment. Moreover, as this dividend payment is exempted from the corporate income tax and, therefore, the individual shareholders are not entitled to any dividend tax credits under Section 47 bis of the Revenue Code. In addition, the Company would like to inform that as a result of the resolutions on the payment of the interim dividend at the dividend payment rate of Baht 0.163 per share (16.3 Satang per share), the Company shall adjust the conversion price of the convertible bonds pursuant to the terms and conditions of the convertible bonds, from the prevailing effective conversion price at Baht 5.12 per share to the adjusted conversion price at Baht 5.00 per share. The adjusted conversion price shall be effective from January 29, 2013 onwards. ______________________________________________________________________ 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.