Meeting schedule of securities holders Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 13-Jun-2012 Meeting date : 26-Jul-2012 Beginning time of meeting (h:mm) : 15 : 00 Record date for the right to attend the : 28-Jun-2012 meeting Book closing date for collecting holders : 29-Jun-2012 names under Section 225 of the Securities and Exchange Act Ex-meeting date : 26-Jun-2012 Significant agenda item : - Dividend payment - Capital increase - The issuance of convertible securities - Change of par value Venue of the meeting : at Ballroom 1, 8th Floor, Eastin Hotel Makkasan Bangkok, No. 1091/343 New Petchburi Road, Makkasan, Rajthevee, Bangkok ______________________________________________________________________ Dividend consideration Subject : Cash dividend payment Date of Board resolution : 13-Jun-2012 Type of dividend payment : Cash dividend payment Record date for the right to receive : 28-Jun-2012 dividends Book closing date for collecting : 29-Jun-2012 shareholders names under Section 225 of the Securities and Exchange Act Ex-dividend date : 26-Jun-2012 Payment for : Common shareholders Par value (baht) : 0.64 Payment date : 09-Aug-2012 Paid from : Operating period from 01-Apr-2011 to 31-Mar-2012 Remark : As the Company will make the dividend payment for the results of the operation of the fiscal year ended 31 March 2012 in the remaining amount not exceeding Baht 1,379.8 million, dividend per share will be based on the following assumptions: (1) If none of the exercise of the conversion right of convertible bonds during June 13-22, 2012, the number of the Company's total issued shares would remain unchanged at 57,252,980,553 shares; (2) If Baht 9,945.0 million outstanding convertible bonds are converted into shares in full amount, the number of the Company's total issued shares will increase to 68,952,980,553 shares. From the above assumptions, the dividend per share will be in a range of Baht 0.02001 - 0.02410 per share (2.001 - 2.410 Satang per share). The Company will further announce, through the Stock Exchange of Thailand's information disclosure channel, the precise dividend per share by 9.00 a.m. on June 25, 2012 (XD sign will be posted on June 26, 2012). ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 13-Jun-2012 Details of allotment Allocated to : Reserved shares for the exercise of convertible securities Type of allocated securities : Common shares Number of allotted shares (shares) : 2 Number of additional common shares : 2 (shares) Total of additional shares (shares) : 2 Par value (baht per share) : 0.64 Remark (New) : To accommodate the exercise of the warrants to purchase the newly issued ordinary shares of the Company No. 2 (BTS-W2) For the purpose to ensure that the calculation of the change in the number of shares as a result of the change in par value of the Company's shares will not cause a fraction of shares . ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 13-Jun-2012 Details of allotment Allocated to : Private placement Type of allocated securities : Common shares Person(s) receiving allotment(s) : Miss Supavadee Sakulcheuncharoen Subscription price (baht per share) : 1.00 Allocated to : Reserved shares for the exercise of convertible securities Type of allocated securities : Common shares Number of allotted shares (shares) : 24 Number of additional common shares : 24 (shares) Total of additional shares (shares) : 24 Par value (baht per share) : 0.64 Remark : (1) To allocate up to 24 newly issued ordinary shares at a par value of Baht 0.64 per share to accommodate the exercise of the conversion right of the convertible bonds which were issued by the Company as approved by the Extraordinary General Meeting of Shareholders No. 2/2010, held on November 16, 2010. (2) If there are shares remaining from the allocation pursuant to (1) above, to allocate such remaining shares to Miss Supavadee Sakulcheuncharoen, who is an employee of the Company and is not a connected person of the Company, at an offering price of Baht 1 per share. The offering price is not lower than the par value of shares and not lower than the Market Price. For the purpose to ensure that the calculation of the change in the number of shares as a result of the change in par value of the Company's shares will not cause a fraction of shares. ______________________________________________________________________ Changing the Par Value Subject : Merging the par value Date of Board resolution : 13-Jun-2012 Old par value (baht per share) : 0.64 New par value (baht per share) : 4.00 Remark : In applying the calculation ratio for the change of the par value of shares of the Company (6.25 existing shares for 1 new share) with each shareholder, if there is a fraction of existing shares arising from the calculation and such fraction is not sufficient to change to a new share, such a fraction of existing shares shall be eliminated. Each shareholder whose a fraction of existing shares has been eliminated will be compensated pro rata at the share price equal to the weighted average of the Company's ordinary share price trading on the Stock Exchange of Thailand for 7 consecutive business days before the date of the 2012 Annual General Meeting of Shareholders. Such compensation will be made through the service of Thailand Securities Depository Co., Ltd. within 1 month from the date the change of par value of shares of the Company takes effect. ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 13-Jun-2012 Allocated to : Employee Stock Option Program (ESOP) Type of allocated securities : Warrants Number of allotted securities : 16,000,000 (units) Reserved shares for the exercise of : Common shares convertible securities Number of additional shares (shares) : 16,000,000 Offering price (baht per unit) : 0.00 Description of warrants Name of warrant : Warrants to purchase the ordinary shares of BTS Group Holdings Public Company Limited issued to the Employees of the Company and Subsidiaries No. 2 (BTS-WB) Exercise ratio (warrant : share) : 1 : 1 Term of warrants : 5 years Remark : The Company will issue and offer the warrants to purchase the ordinary shares of BTS Group Holdings Public Company Limited issued to the Employees of the Company and Subsidiaries No. 2 (BTS-WB) under the BTS Group ESOP 2012 Scheme in the amount not exceeding 16,000,000 units and to allocate to the employees of the Company and its subsidiaries who do not hold the director position at no cost. The exercise ratio of the warrants is 1 unit of warrant for 1 ordinary share of the Company at the exercise price of the higher of (a) and Baht 0.79, multiple by 6.25 and plus 1 Satang. Such exercise price is not lower than the par value of the shares and not lower than the Market Price. In this regard: (a) means the weighted average price of the Company's ordinary shares trading on the SET for 7 consecutive business days before the date of the 2012 Annual General Meeting of Shareholders of the Company for approving the issuance and offering of the warrants. Baht 0.79 was calculated by using the average closing price of the Company's ordinary shares trading on the SET for 30 consecutive business days prior to the date on which the Board of Directors passes the resolution to propose the agenda in relation to the issuance and offering of the warrants to the 2012 Annual General Meeting of Shareholders of the Company for approval, which is the period during April 27, 2012 and June 12, 2012. (Information from SETSMART in www.setsmart.com of the SET). "Market Price" means the weighted average of the Company's ordinary share price trading on the SET for 7 consecutive business days before the date of the 2012 Annual General Meeting of Shareholders of the Company for approving the issuance and offering of the warrants. In this regard, the Company shall notify, through the disclosure channel of SET, the exercise price pursuant to the calculation method specified above by 9.00 a.m. of the 2012 Annual General Meeting of Shareholders, to be held on July 26, 2012. ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 13-Jun-2012 Details of allotment (Update) Allocated to : Reserved shares for the exercise of convertible securities Type of allocated securities : Common shares Number of allotted shares (shares) : 16,000,000 (New) Number of additional common shares : 16,000,000 (shares) Total of additional shares (shares) : 16,000,000 Par value (baht per share) : 4.00 ______________________________________________________________________ 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. 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