Resolution of securities holders Subject : Shareholders meeting's resolution Meeting date : 11-Oct-2013 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. 1/2013 on October 11, 2013 at 14.00 hrs. The Company would like to inform the significant resolutions as follows: 1) Resolved to approve the issuance and allocation of the warrants to purchase the newly issued ordinary shares of BTS Group Holdings Public Company Limited No. 3 (BTS-W3) (the "Warrants" or "BTS-W3 Warrants") in the number of up to 3,971,617,378 units, to be allocated to the existing shareholders of the Company on a pro rata basis to their respective shareholdings (Rights Offering), at no cost, at the allocation ratio of 3 existing ordinary shares for 1 unit of Warrants (In calculating the number of Warrants to be allocated to each shareholder, any fractions derived from the calculation based on the allocation ratio shall be rounded down). The term of the BTS-W3 Warrants shall be 5 years from the issuance date. The warrant holders shall be entitled to exercise the Warrants for the first time on the last business day of the first quarter after the 3rd anniversary from the issuance date. The exercise ratio is 1 unit of Warrants for 1 ordinary share at the exercise price of Baht 12 per share. The summary of the key features of the BTS-W3 Warrants, such as events for the rights adjustment and other material details are set out in Enclosure 1; and to authorize the Board of Directors or the Executive Committee or the person(s) authorized by the Board of Directors or the Executive Committee (1) to determine the conditions and other details which are deemed necessary and appropriate in connection with the issuance and allocation of the BTS-W3 Warrants; (2) to execute the relevant applications and documents that are required for and relating to the issuance of the BTS-W3 Warrants including contacting and filing with the governmental or other competent authorities applications for permission and waiver and such other documents and evidence which are required for issuing the BTS-W3 Warrants and listing the BTS-W3 Warrants on the Stock Exchange of Thailand; and (3) to take any other actions which are required and appropriate for the issuance and allocation of the BTS-W3 Warrants. ... 7) Resolved to approve the amendment of the Company's objectives by amending clauses (3), (4), (7), (14), (17) and (31) and adding clauses (33) and (34) to the Company's objectives, as detailed in Enclosure 2, and the amendment of Clause 3. of the Memorandum of Association of the Company to be in line with the amendment of the Company's objectives by replacing with the following wordings "The objectives of the Company comprise 34 items", and to empower the person(s) authorized by the Board of Directors for the registration of the amendment of the Company's objectives with the Department of Business Development, the Ministry of Commerce, to amend or add words in the manner as directed by the Registrar. ______________________________________________________________________ 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.