exercise of the warrants representing rights to purchase ordinary shares of the Company (TYONG-W1), which is issued to enhance liquidity and used as working capital of the Company 4 May 2010 28,166.87 35,781.27 For the BTS Share Acquisition (detailed as discussed above) 1 April - 31 March Accounting Period Name Termphong Opanaphan Ernst & Young Office Limited Thailand Securities Depository Company Limited ("TSD") Registrar Phatra Securities Public Company Limited Financial Advisor 29 Dividend Policy Dividend Payment Policy of the Company The Company has the policy to pay dividend at the rate of no less than 50 percent of net profit after tax from the Company's separated financial statements. The Company shall pay dividend in the following fiscal year taking into consideration factors such as the cash flow from the operation. The annual dividend payment announcement must be approved at the Annual General Meeting of Shareholders. The Company's Board of Directors may deem appropriate to pay interim dividend if the Company has sufficient profits and working capital for the operation after the interim dividend payment. The Board of Directors has the responsibility to inform shareholders of such payment in the subsequent shareholders' meeting. The Board of Directors shall also take the following factors into account when considering dividend payment to the shareholders. The Company's performance, liquidity, cash flow and financial status Articles of Association and conditions regarding dividend payment as stated in the loan agreements, debentures, any contracts incurred liabilities to the Company, including agreements or contracts that the Company is obliged to Future business plan and investment capital requirement Other factors as deemed appropriate by the Board of Directors Moreover, the Company must comply with Public Limited Companies Act B.E. 2535 (1992), which states that the Company cannot pay dividend if the Company retains accumulated loss, even though the Company has a net profit in that particular year. In addition, the Public Limited Companies Act B.E. 2535 (1992) also states that a public company limited is required to reserve the amount equal to 5 percent of the annual net profit after deducted with the accumulated loss (if any) as legal reserve fund until such legal reserve fund is equal to the amount not less than 10 percent of the registered capital. In additional to the legal reserve fund, the Board of Directors may consider making other types of reserve fund as deemed appropriate. B.O.I. Certificates BTSC has received the B.O.I. Certificate No. 1039/2536. The tax privileges under the B.O.I. Certificate include the exemption of the payment of import duties on machineries as approved by the Board of Investment. No. of Shareholders as of May 4, 2010 (Adjusted from shareholder list as of book closing on April 7, 2010)(1) No. of shareholders No. of shares % of paid-up capital 1. Strategic shareholders 1.1 Directors, manager, and 24 14,905,566,886 41.66 executive management including related persons and associated persons 1.2 Shareholders who have a 2 15,733,817,379 43.97 holding of above 5% including related persons 1.3 Controlling Shareholders 1 271,843,540 0.76 2. Non-Strategic shareholders hold > 10,331 4,870,031,874 13.61 1 trading unit 3. Non-Strategic shareholders hold < 12,108 0.00 505 1 trading unit Total Shareholders 10,863 35,781,271,787 100.00 30 Major Shareholders As of 7 April 2010 Before the BTSC Share Acquisition % of paid-up No. of shares capital Name 1. Mr. Keeree's Group* 2,403,608,095 31.57 Citigroup Global Markets Limited - IPB 932,481,083 12.25 2. Customer Collateral Account 3. Fortis Global Custody Services N.V. 597,000,000 7.84 4. VMS Private Investment Partners II Limited 450,000,000 5.91 5. Mr. Wanchai Panvichien 369,225,000 4.85 6. Mr. Cheng Wan Yen 300,000,000 3.94 7. Tanayong Food & Beverage Co., Ltd.** 271,843,540 3.57 8. Thai NVDR Co., Ltd. 114,502,073 1.50 9. Mr. Sombat Panichcheewa 96,000,000 1.26 Others 10. 2,079,732,012 27.31 Total 7,614,391,803 100.00 Remarks * Mr. Keeree's Group includes Mr. Keeree Kanjanapas, K2J Holding Co., Ltd., Saraburi Property Co., Ltd., Amsfield Holdings Pte. Ltd., and Crossventure Holdings Limited ** Holding shares on behalf of the creditors in accordance with the rehabilitation plan of the Company and pending for the transfer to the creditors. As of 4 May 2010 (Adjusted from shareholder list as of book closing on April 7, 2010)(1) After the BTSC Share Acquisition % of paid-up No. of shares capital Name Mr. Keeree's Group(2) 1. 14,836,670,700 41.46 Siam Capital Developments (Hong Kong) 2. 9,370,997,455 26.19 Limited 3. Siam Infrastructure Ltd. 6,362,819,924 17.78 Others 4. 5,210,783,708 14.56 Total 35,781,271,787 100.00 Remarks (1) The shareholding list is the shareholder list as of book closing on April 7, 2010 with the addition of new shareholders resulted from the issuance of new shares to BTSC shareholders for the acquisition of BTSC shares as mentioned above, including 1) the transfers of the Company's shares after the acquisition of BTSC shares on May 4, 2010 according to the reports that shareholders and management of the Company submitted to the SEC and the SET (Report 246-2 and 59-2) and 2) the Silent Period agreements that the new shareholders submitted to the SET. 31 (2) Mr. Keeree's Group includes Mr. Keeree Kanjanapas, Mr. Kavin Kanjanapas, K2J Holding Co., Ltd., Saraburi Property Co., Ltd., Amsfield Holdings Pte. Ltd., and Crossventure Holdings Limited Foreign Shareholders As of May 4, 2010, no. of foreign shareholders: 98; Total no. of share held 17,532,823,175 or 49.00% of paid-up capital The Company has the limitation in transferring shares as appeared in no. 3 and 6 of the Articles of Association, being if 1) the share transfers cause the foreign shareholding in the Company to exceed 49% of total issued shares of the Company or 2) such share transfers cause the Company to forgo any rights and benefits in accordance to the law, the Company shall have the right to reject the registration of such share transfer. Board of Directors as of 4 May 2010 Position Start Date Name 1. Mr. Keeree Kanjanapas Chairman 31 July 2007 2. Mr. Kavin Kanjanapas Managing Director 29 July 2008 3. Mr. Rangsin Kritalug Director 24 July 2009 4. Mr. Kong Chi Keung Director 29 July 2008 5. Mr. Tong Yuk Lun, Paul Director 24 July 2009 6. Mr. Cheung Che Kin Director 24 July 2009 7. Mr. Sutham Siritipsakorn Director 29 July 2008 8. Mr. Kom Panomreongsak Director 29 July 2008 9. Mr. Anat Arbhabhirama Director 24 July 2009 10. Mr. Lo Yun Sum Director 24 July 2009 11. Lt. Gen. Phisal Thepsithar Independent Director/ 29 July 2008 Chairman of the Audit Committee 12. Maj. Gen. Vara Ieammongkol Independent Director/ 31 July 2007 Member of the Audit Committee 13. Mr. Chaiyasit Puwapiromquan Independent Director/ 24 July 2009 Member of the Audit Committee According to the letter for Shareholders' approval on the waiver of tender offer in receiving newly issued shares (Form 247-7) by Siam Capital dated 25 March 2010, Siam Capital and Siam Infrastructure Ltd. has the intention to nominate 3 people for the Shareholders Meeting and/or the Board of Directors Meeting to appoint as the Director of the Company. Audit Committee Members of the audit committee as of 4 May 2010 Chairman Lt. Gen. Phisal Thepsithar Member Maj. Gen. Vara Ieammongkol Member Mr. Chaiyasit Puwapiromquan Secretary Mrs. Duangkamol Chaichanakajorn 32 Scope of duties and responsibilities 1. To review the Company's financial reporting process to ensure that it is accurate and adequate; 2. To review the Company's internal control system and internal audit system to ensure that they are suitable and efficient, to evaluate an internal audit unit's independency, as well as consent the appointment, transfer and dismissal of the chief of an internal audit unit or any other units in charge of an internal audit; 3. To review the Company's compliance with the law on securities and exchange, the Stock Exchange's regulations, and the laws relating to the Company's business; 4. To consider, select and nominate an independent person to be the Company's auditor, and to propose such person's remuneration, as well as to attend a non-management meeting with an auditor at least once a year; 5. To review the connected transactions, or the transactions that may lead to conflict of interest, to ensure that they are in compliance with the laws and the Stock Exchange's regulations, and that they are reasonable and for the maximum benefit of the Company; 6. To prepare, and to disclose in the Company's annual report, the Audit Committee's report which must be signed by the Chairman of the Audit Committee and consist of at least the following information: An opinion on the accuracy, completeness and accountability of the Company's financial reports; An opinion on the adequacy of the Company's internal control system; An opinion on the compliance with the law on securities and exchange, the Stock Exchange's regulations, or the laws relating to the Company's businesses; An opinion on the suitability of an auditor; An opinion on the transactions that may lead to conflict of interest; The number of the Audit Committee's meetings, and the attendance of such meetings by each committee member; An opinion or overview comment of the Audit Committee from its performance under duties in accordance with the charter; Other transactions which should be known to the shareholders and general investors under the scope of duties and responsibilities assigned by the Company's Board of Directors 7. To perform any other acts as assigned by the Company's Board of Directors, with the consent of the Audit Committee. In the performance of duties of the Audit Committee, if it is found or suspected that there is a transaction or any of the following acts which may materially affect the Company's financial condition and performance outcome, the Audit Committee shall report it to the Board of Directors for rectification within the period of time that the Audit Committee deems appropriate: A transaction which causes a conflict of interest Any fraud, irregularity, or material defect in an internal control system An infringement of the law on securities and exchange, the Stock Exchange's regulations, or any law relating to the Company's businesses. Terms for holding office Chairman.. 3 years Member 3 years Silent Period Shareholders who received 28,166,879,984 newly issued shares of the Company have agreed with the SET for not selling 15,491,783,992 shares, comprising an aggregate of 55% of newly issued share capital, for a period of 1 year from the date of commencement of newly issued share trading on the 33 SET. However, up to 25% of these shares may be sold after the period of six months after trading commences on the SET and the rest of these shares may be sold after one year after trading commences on the SET Others Free float Since the Company is a listed company, the Company needs to have minority shareholders in the amount not less than 15% of total paid up shares of the Company according to rules with respect to share distribution of minority shareholders pursuant to the notification of the Board of Governers of the SET Re: Maintaining the Status of Listed Companies in the Exchange. However, according to the calculation of free float after the acquisition of BTSC ordinary shares and the Entire Business Transfer consisting of BTSC ordinary shares using BTSC's shareholder information as of 31 December 2010 and the Company's shareholder information as of 7 April 2010, the Company will have free float of 13.61% (Free float includes shareholders holding less than 5% in the Company but excludes 1) Directors and management, including related persons and 2) Shareholders with controlling power) The Company has the plan to increase the free float by: The Company plans to issue new shares through the Right Offerings in the amount not exceeding 20,446,441,022 shares. In case there are unsubscribed rights, the Company will offer the remaining shares through a Private Placement to the group of financial institution investors or the group of clients of securities companies who are the Company's underwriters, which will help to increase the free float. The Company expects the allocation of such shares to be completed within June 2010. In addition, the Company also plans to purchase BTSC shares from the remaining BTSC shareholders (approximately 500 people, holding 5.39% of total paid up shares of BTSC) by offering newly issued shares of the Company in the amount not exceeding 3,802,867,837 shares as the payment consideration. This will result in the increase in the free float. The Company expects the allocation of such shares to be completed within December 2010. The Company's free float will become 19.08% if a) the Right Offering is fully subscribed and b) the remaining shareholders of BTSC, holding 5.39% of total paid up shares of BTSC, sell their BTSC shares to the Company. Statistic Summary BTS Group Holdings Public Company Limited -----------------Million Baht ----------------- ------ Baht/Share* ------- Book Dividend Year Operating Profit for Profit for Value Dividend payout (Audited) Revenue the year the year per ratio (%) share 2007 532.0 26,214.9 9.163 - 0.34 - 2008 1,054.2 1,082.4 0.187 - 0.60 - 2009 668.6 30.4 0.005 - 0.61 - 9 months ended 31 702.8 (43.0) (0.007) - 0.58 - Dec 2009 * Par value 1 Baht/share 34 BTS Group Holdings Public Company Limited and Subsidiaries -----------------Million Baht------------------ ------ Baht/Share * ----- Book Dividend Year Operating Profit for Profit for Value Dividend payout (Audited) Revenue the year the year per ratio (%) share 2007 641.7 26,214.9 9.223 - 0.36 - 2008 1,161.8 1,089.4 0.190 - 0.63 - 2009 800.8 20.3 0.004 - 0.63 - 9 months ended 31 802.4 (43,7) (0.007) - 0.60 - Dec 2009 * Par value 1 Baht/share 35 BTS Group Holdings Public Company Limited and its subsidiaries Balance sheet Assets Consolidated Financial Statement Fiscal Year Ended Nine Months Ended March 31, March 31, March 31, December 31, 2007 2008 2009 2009 (Million Baht) Current assets Cash and cash equivalent 117.3 153.8 61.3 359.8 Short-term investment 47.1 0.0 0.0 0.0 Trade accounts receivable - net 13.8 8.5 50.3 83.1 Unbilled receivables 0.0 146.8 79.9 45.5 Account receivable from sale of rights of claim 0.0 0.0 257.6 129.7 Short-term loans and advances to related parties 0.0 0.0 8.3 6.7 - net Real estate development costs - net 1,078.5 1,082.7 1,028.4 995.6 Land procurement cost of low-cost residential 0.5 0.0 0.0 0.0 housing project Construction in progress - net 169.2 39.1 12.8 4.6 Assets awaiting transfer under rehabilitation plan 1,310.1 227.9 226.7 225.9 - net Investments in subsidiaries awaiting transfer 224.3 224.3 224.3 224.3 under rehabilitation plan - net Other current assets 118.4 84.5 105.1 138.1 Total current assets 3,079.2 1,967.7 2,054.9 2,213.1 Non-current assets Restricted deposits 3.1 3.2 3.1 123.6 Cash deposited as collateral for debt settlement 361.0 312.8 312.8 295.6 Advances for purchases of land 0.0 23.5 10.9 10.9 Loans to related parties - net 292.2 292.2 4.6 4.6 Investments in subsidiaries - net 0.0 0.0 0.0 0.0 Investments in associates - net 0.0 635.9 633.5 4.1 Other long-term investments - net 111.8 112.8 125.5 115.9 Land held for future development - net 600.9 766.6 1,075.0 2,298.7 Property, plant and equipment - net 2,270.7 2,321.7 2,249.2 2,231.9 Leasehold rights - net 11.6 10.9 99.1 94.7 Condominiums and fixtures for lease - net 204.0 206.4 195.7 186.0 Retention receivables 0.0 0.0 0.0 16.8 Other non-current assets 0.3 4.8 4.2 1.8 Total non-current assets 3,855.7 4,690.8 4,713.6 5,384.6 Total assets 6,934.9 6,658.4 6,768.5 7,597.7 36 BTS Group Holdings Public Company Limited and its subsidiaries Balance Sheet (Continued) Liabilities and Shareholders' Equity Consolidated Financial Statement Fiscal Year Ended Nine Months Ended March 31, March 31, March 31, December 31, (Million Baht) 2007 2008 2009 2009 Liabilities Short-term loan from financial institution 0.0 (more)