(-Translation-) (F 53-4) Capital Increase Report Form BTS Group Holdings Public Company Limited September 3, 2010 We, BTS Group Holdings Public Company Limited, with its registered office residing at No. 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Jompol, Jatujak, Bangkok hereby report the resolutions of the Board of Directors Meeting No. 8/2010, held on September 3, 2010, at 2.30p.m. in respect of a capital increase and shares allotment as follows: 1. Capital decrease and capital increase The Board of Directors' Meeting passed the resolution to propose the Extraordinary General Meeting of Shareholders No. 2/2010 to consider and approve: 1.1 the reduction of registered capital 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 from Baht 1 per share to Baht 0.64 per share. 1.2 the reduction of the registered capital of the Company by cancelling the unissued 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 (the details of the capital reduction by cancelling the unissued shares are as appeared in the report of the resolutions of the Board of Directors' Meeting No. 8/2010 made to the Stock Exchange of Thailand on September 3, 2010). 1.3 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 new ordinary shares at the par value of Baht 0.64 per share. 2. Allotment of new shares The Board of Directors' Meeting passed the resolution to propose the Extraordinary General Meeting of Shareholders No. 2/2010 to consider and approve the allocation of 16,302,867,837 ordinary shares with a par value of Baht 0.64 each. The details are as follows: Page 1 2.1 Details of allotment Allotted to Type/Number Ratio Sale Date and Remark (shares) (Old : price time of New) per subscripti share on and (Baht) share payment To Up to Principa Please Please To be accommod 12,500,000,000 l amount see see further ate the shares of the Remark Remark determine exercise of converti No. 1.1 No. 1.2 d by the conversion ble Board of right of debentur Directors convertible es and/or the debentures divided Executive at the by the Committee aggregate conversion amount of price up to Baht 10,000,000 ,000 The group Up to - Not less Please To be of specific 3,802,867,837 than see further investors shares Baht Remark determine who are 0.80 per No. 2 d by the shareholde share Board of rs of Directors Bangkok and/or the Mass Executive Transit Committe System e Public Company Limited ("BTSC") (excluding the Company) whose name are in the list of shareholde rs as of the date the Company issues the new ordinary shares Remark No. 1 1.1 The conversion price of convertible debentures shall be calculated from the market price of the Company's shares traded on the Stock Exchange of Thailand during the period before the date of price determination plus premium. However, the conversion price maybe adjusted downwards at a certain rate or method to be determined. Accordingly the Board of Directors and/or Executive Committee shall be empowered to determine the conversion price and market price. 1.2 Please see details of convertible debentures at the aggregate amount of up to Baht 10,000,000,000 in the report of the resolutions of the Board of Directors' Meeting No. 8/2010 made to the Stock Exchange of Thailand on September 3, 2010. Remark No. 2 The group of specific investors who are BTSC shareholders (excluding the Company) whose name are in the list of shareholders as of the date the Company issues the new ordinary shares, provided that such persons are not the connected persons of the Company, as a consideration for such BTSC shareholders using their ordinary shares held in BTSC as the substitute of cash payment for subscription price for the newly issued ordinary shares of the Company. Page 2 2.2 Action to be taken by the Company when there are fractions of shares In any cases, if the calculation either of the amount of the newly issued ordinary shares issued to accommodate the exercise of conversion right of the convertible debentures in the aggregate amount of up to Baht 10,000,000,000 or the calculation of newly issued ordinary shares issued and allocated to the group of specific investors who are BTSC shareholders (excluding the Company) whose name are in the list of shareholders as of the date the Company issues the new ordinary shares leave a remainder, the Company shall disregard such remainder. 2.3 Remaining shares not yet allocated - None - 3. Schedule for shareholders meeting to approve the capital increase and the allocation of shares The Extraordinary General Meeting of Shareholders No. 2/2010 will 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 and the date of determining the names of shareholders who shall be entitled to attend the Extraordinary General Meeting of Shareholders No. 2/2010 (Record Date) will be on October 6, 2010, and the date 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 will be on October 7, 2010. 4. Approval of the capital increase/share allotment by relevant governmental agency and related conditions 4.1 The Ministry of Commerce: To register the increase of registered capital and paid- up capital. 4.2 The Office of the Securities and Exchange Commission: To apply for the permission for the issuance of convertible debentures and accommodated shares and to apply for the permission for the issuance of new shares. 4.3 The Stock Exchange of Thailand: To request approval for the newly issued ordinary shares to be listed on the Stock Exchange of Thailand. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 5.1 To accommodate the exercise of conversion right of convertible debentures at the aggregate amount of up to Baht 10,000,000,000. 5.2 To issue and offer up to 3,802,867,837 newly issued ordinary shares at the par value of Baht 0.64 per share to the group of specific investors who are BTSC shareholders (excluding the Company). As a result of Items 5.1 and 5.2, the Company shall increase its registered capital 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 in order to issue and offer to these persons. Page 3 6. Benefits which the company will receive from the capital increase/share allotment: 6.1 Being an alternative for funding which could reduce the Company's interest expense from loan facilities with the commercial bank incurred from the acquisition of BTSC. At present, the Company still has approximately 8,753.7 MB outstanding loan and carries rather high floating interest rate. The reduced interest expense shall result in high liquidity, more stable financial status of the Company, more flexible manner in managing cash flow and higher generation of operating result. In addition, such can be used for other purposes of the Company, including the investment in the Company's projects and working capital. The issuance of convertible debentures is the financial instrument which carries low coupon rate and the principal amount might not have to be repaid if the investors exercise their conversion right, which will enhance the Company's liquidity and strengthen in the Company's equity capital base while its debt being reduced simultaneously. This will result in the Company having a higher liquidity, an increased financial stability, more flexibility in cash management and better performance. 2. The allocation of up to 3,802,867,837 newly issued ordinary shares at the par value of Baht 0.64 per share at the price of not less than Baht 0.80 to the group of specific investors who are BTSC shareholders (excluding the Company) whose name are in the list of shareholders as of the date the Company issues the new ordinary shares, provided that such persons are not the connected persons of the Company, as a consideration for such BTSC shareholders using their ordinary shares held in BTSC as the substitute of cash payment for subscription price for the newly issued ordinary shares of the Company is a part of the BTSC share acquisition plan as approved by the Extraordinary General Meeting of Shareholders No. 1/2010 held on April 29, 2010. (Please see details of benefits which the Company will receive from the capital increase/share allotment in the Information Memorandum Concerning the Acquisition of Assets and Connected Transactions of the Company as reported to the Stock Exchange of Thailand on March 22, 2010.) 7. Benefits which the shareholders will receive from the capital increase/share allotment: 7.1 Dividend policy: The Company has the policy to pay dividend at the rate of no less than 50 percent of net profit after tax in accordance with the Company's separated financial statements. The Company shall pay dividend in the following fiscal year taking into consideration the cash flow from the operation. The annual dividend payment announcement must be approved at the Annual General Meeting of Shareholders. As for the interim dividend payment, the Company's Board of Directors may deem it appropriate to pay interim dividend if the Company has sufficient profits and working capital for business operation after the interim dividend payment. The Board of Directors has the responsibility to inform shareholders of the payment in the subsequent shareholders' meeting. The Board of Directors shall take the following factors into account when considering dividend payment to the shareholders. - The Company's performance, liquidity, current cash flow and financial status Page 4 - Articles of Association and conditions regarding dividend payment as stated in the loan agreements, debentures, any contracts incurred the Company's liabilities, 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 7.2 The subscribers will receive the dividends from the business operations from the period: Subscribers of the newly issued shares shall be entitled to receive dividends from the Company's business operations after such subscribers are registered as the shareholders of the Company. 7.3 Others: -None- 8. Other details necessary for shareholders to approve the capital increase/share allotment: - None - 9. Schedule of action where the Board of Directors of the Company passes a resolution approving the capital increase or allotment of new shares: Procedure Date/Month/Year Board of Directors' Meeting No. 8/2010 September 3, 2010 Record Date October 6, 2010 Collecting names of entitled shareholders October 7, 2010 under Section 225 Date of Extraordinary General Meeting of November 1, 2010 Shareholders No. 1/2010 Registration of capital increase with the Within 14 days from the day of Ministry of Commerce shareholders meeting's resolution The Company hereby certifies that the information contained in this report form is true and complete in all respects. Please be informed accordingly. Yours faithfully, -Signed- (Mr. Kavin Kanjanapas) Position: Director -Signed- (Mr. Rangsin Kritalug ) Position: Director Page 5