this document is not an offer of securities for sale into...

This document is not an offer of securities for sale into the United States or elsewhere. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. In addition, the Fund has not been, and will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). No public offering is being made in the United States.

We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to the transaction or otherwise.

We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from BTS Group Holdings Public Company Limited ("BTSG") or Bangkok Mass Transit System Public Company Limited ("BTSC"), their directors, officers, employees, agents, affiliates and/or from other sources. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, as to the achievement or reasonableness of unaudited pro forma financial data, statistical data and analyses, future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. Any purchases of securities should be made solely on the basis of information contained in the offering memorandum and any supplement thereto published in respect of the offering. This document and the information contained herein do not constitute a prospectus or an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates.

Investing in the investment units involves certain risks. Investors shall obtain and review the relevant information carefully before investing. This presentation should not be treated as advice relating to legal, taxation, financial, accounting or investment matters. The recipient of this document must conduct its own investigation and analysis of the transaction and the information and data contained in this document and in connection with the Fund should you proceed. No information set out in this document will form the basis of any contract.

For more information relating to the Fund, please visit www.btsgif.com or www.bblam.co.th

Disclaimer

2

3

■ Infrastructure Fund

■ Transaction Structure

■ Investment Highlights

■ Strategies

■ Financials

Agenda

Infrastructure Fund in Thailand

Infrastructure Fund Structure

IFF is a mutual fund which is exempted from corporate income tax in Thailand

Dividends received by individuals (Thailand and non-Thai) from IFFs will be exempt from income tax for 10 years

Payout of not less than 90% of adjusted net income per annum

Ability to pay dividend more than earnings to avoid any cash trap

Resulting from Government and Capital Market Regulatory Bodies’ initiative to:

Develop the country's infrastructure

Allow access to infrastructure projects for a broader range of investors

New financing alternative

Purpose of Infrastructure Fund 1

Tax Efficient Nature 2

High Payout Vehicle 3

Infrastructure Fund is an entity that raises capital from the public to

invest in infrastructure assets, including: toll roads, airports, power

plants, water treatment plants, rail roads and transportation

infrastructure

Infrastructure Assets

Infrastructure Fund

Public Investors

Assets Owner

Infrastructure Fund

Investor

What is an Infrastructure Fund (IFF)?

4

Fund Summary

Issuer • BTS Rail Mass Transit Growth Infrastructure Fund (“BTSGIF”)

Sponsors • BTS Group Holdings PCL (“BTSG”) and Bangkok Mass Transit System PCL (“BTSC”)

Fund Management Company • BBL Asset Management Co., Ltd. (“BBLAM”)

Fund Supervisor • Standard Chartered Bank (Thai) Pcl. (“SCBT”)

Initial Asset • Future net farebox revenue (Farebox revenue less related operating cost and CAPEX) from the Core BTS SkyTrain system (23.5km)

• Concession period ending 4 December 2029 (approximately 17 years) • Investment cost : THB 61,399 million • American Appraisal appraisal value: THB 61,000 million (Discount rate 9.0%) • fnAsia appraisal value: THB 59,400 million (Discount rate 8.8%)(1)

Total Investment Units • 5,788 million investment units

Final Price • THB 10.8 per investment unit

Fund Size • THB 62,510.4 million

Use of Proceeds • To fund the acquisition of the future net farebox revenues for the Core BTS SkyTrain system

• Payment of expenses relating to the establishment of BTSGIF

Lock-up Arrangement • Lock-up of BTSG’s 33.3% holding of BTSGIF units: 10 years

5

(1) Discount cashflow without adjusting Mid-Year Convention

BTS Mass Transit Business Overview

O&M Business (Call Option)

6

Core BTS SkyTrain System (Initial Asset)

30-year concession (ending 4 Dec 2029) to exclusively collect ridership fare (and bear related expenses and capital expenditure)

23 stations over 23.5 km in CBD: Connecting Bangkok’s most important business and tourist destinations

All investments made by BTSC: Including civil works, E&M and trains (except land acquisition) from private sector sources

No revenue sharing or concession fees for BMA

Mo Chit

Saphan Khwai

Ari

Sanam Pao

Victory Monument

Phaya Thai

Ratchathewi National Stadium Siam

Chit Lom

Phloen Chit

Nana Ratchadamri

Asok

Phrom Phong

Thong Lo Ekkamai

Phra Khanong On Nut

Bangchak

Udom Suk

Bang Na

Bearing

Bang Wa

Wutthakat

Ratchadapisek

Wongwian Yai Phothinimit

Krung Thon Buri

Saphan Taksin

Surasak

Chong Nonsi

Sala Daeng

BTSC to receive pre-determined annual O&M fee for the operation and maintenance of the system

Scope includes train and station management for:

Core SkyTrain System after concession expires (12 years from 5 Dec 2029 to 2 May 2042)

Green line extension (30 years to 2 May 2042)

o Sukhumvit Extension (On Nut – Bearing)

o Silom Extension (Saphan Taksin – Bang Wa)

Mo Chit

Saphan Khwai

Ari

Sanam Pao

Victory Monument

Phaya Thai

Ratchathewi

National Stadium

Chitlom

Phloenchit

Nana Ratchadamri

Asok Phrom Phong

Thong Lo Ekkamai

Phra Khanong On Nut

Chong Nonsi

Sala Daeng

Saphan Taksin

Siam

Surasak Punnawithi

7




■ Strategies

■ Financials

Agenda

Management Structure

BTSGIF

Fund Supervisor (Standard Chartered Bank (Thai))

Fund Management Company (BBL Asset Management Co. Ltd)

BTSC

33.3%

Public Unitholders

66.7%

BTSG

Infrastructure Fund Manager

Ongoing management of BTSGIF

Evaluate new investment opportunities

Appointed by BBLAM

Committees must include experts in Sky Train business

Give investment advice on investment to fund manager

BTSC Board Controls

Comprise of 1/3 from BTSG, 1/3 from BBLAM and 1/3 as independent directors

Resolution on Reserved Matters requires at least 2 votes from BBLAM

Nominate Board Representatives at BTSC

Monitor BTSC’s operation and compliance under NRTA

Exercise veto vote on Reserved Matters 97.5%

Investment Advisory Committee

Fund Management

NRTA between BTSC and BTSGIF

Fund Supervisor Agreement

Supervise Fund Management Company Make payment for fund expenses Keep fund’s assets

8

NRTA: Net Revenue Purchase

and Transfer Agreement

The budgeting process is prepared by BTSC, but requires explicit sign-off by BTSGIF, thereby avoiding any conflict of interest as it pertains to achieving targets for the incentive fee:

BTSC shall prepare the O&M Costs Budget, setting out the projected O&M Costs and Annual Net Farebox Revenues Target for each financial year

The O&M Costs Budget and the Annual Net Farebox Revenues Target to then be submitted to BTSGIF for approval

If either the draft O&M Costs Budget or Annual Net Farebox Revenues Target is not approved, a third party expert to be jointly engaged by BTSGIF and BTSC to determine the appropriate value

Pending such determination, the previous financial year’s Budget / Target shall apply

Corporate Governance Overview

9

SCBT

BBLAM

BTSC Board

1/3 appointed by BBLAM / BTSGIF

1/3 appointed by BTSG

1/3 independent

BTSC

Selected Reserved Matters

BTSC shall obtain at least 2 of 3 votes from BTSC’s directors nominated by the Fund prior to undertaking any of the following Reserved Matters, among others:

Change senior management of BTSC and fixing their remuneration

Amend Memorandum of Association or the Articles of Association of BTSC

Engage in business activities other than related to the Core BTS SkyTrain System, Long Term O&M Agreement, and any other new business approved by BTSGIF or allowed under the NRTA

Modify Concession Agreement or any material terms of other Project Agreements; terminate Concession Agreement, O&M Agreement or the Project Agreements

Assign rights or transfer obligations under the Project Agreements

Securitize any of its assets to third parties or dispose of any of its assets or its revenues unless an exemption applies

Incur any financial indebtedness unless an exemption applies

Enter into any amalgamation, demerger, or merger

Capital reduction or buyback for purposes other than distributions to BTSC’s shareholders provided that BTSG’s shareholding percentage is not reduced and BTSC’s paid up capital is not less than THB 3 billion

O&M Costs Budgeting

Fund Supervisor

Custody, monitoring and supervision

Fund Manager

Ongoing management of BTSGIF

Initiate/evaluate new investment opportunities

Nominate 1/3 Board Representatives at BTSC

Net Farebox Revenue Paid to BTSGIF

10

All farebox revenue from passengers in the Core BTS SkyTrain system

Other revenue and compensation from any person under, arising out of or relating to concession or the farebox revenue of the Core BTS SkyTrain system

Excluding revenue from O&M business extension, media business and revenue from BTSC’s other business

Net Farebox Revenue

Farebox Revenue Net of…

Cost relevant to the Core BTS SkyTrain system such as maintenance capital expenditure, labor, electricity, etc.

New rolling stock for the Core BTS SkyTrain system to serve future ridership

Revenue to BTSC

Incentive Fee

Actual as % of Budget

No incentive fee

10% of the incremental amount exceeding 100% but not exceeding 125%

Fee from item 2 plus 15% of the incremental amount exceeding 125%

>125%

Operating Expenses

Capital Expenditure

Incentive Fee (to BTSC)

1

2

3

Agenda

11




■ Strategies

■ Financials

Investment Highlights

2 Exclusive concession with flexibility to adjust fares

3 Backbone of Bangkok’s public transport system

4 Resilient business with proven track record

5 Efficient operations with significant operating leverage

Scope for accretive portfolio expansion 7

12

1 Attractive industry dynamics and strong government support

Strong operator management expertise 8

6 Ample capacity with limited capex for remainder of concession

13

The Thai government has made explicit its policy to develop Bangkok’s infrastructure by investing in mass transit infrastructure projects

Aggressive “M-MAP” development plan

(2010) to transform Bangkok’s rail system

into a mature network

Planned expansion of rail coverage

from 79.0km currently to 390.0km

by 2019 and 508.0km by 2029

Expedite construction of 10 mass

rapid transit lines within Bangkok

for completion within 4 years

One of New Government’s ten urgent projects

508 km by 2029 1

Source: Office of Transportation and Traffic Policy and Planning

Note: 1. The OTP’s M-MAP programme aims to expand rail-line coverage to 390.0 km by 2019 and 508.0 km by 2029

1

2

1

Attractive industry dynamics and strong government support

Source: BMA, OTP, Tokyo Metropolitan Government, Singapore's Land Transport Authority, Hong Kong's Census and Statistics Department, Tokyo Metro, Hong Kong's Transport Department

5.5% 5.8%

19.2%

31.4% 34.8%

42.4%

2010A 2011A 2017E 2022E 2027E 2032EMass rail transit market share Rail length (km)

14

Urban rail mass transit penetration Forecast length and market share of Bangkok’s mass rail transit system

Source: BTS and OTP’s rail mass transit master plan for Bangkok Metropolitan and surrounding areas. OTP’s transport data and model integrated with multimodal transport and logistics (TDML II)

Note: 1 Rail mass transit length per million population.

Region/ City

Population

(mn)

Rail mass

transit length

(km)

Urban mass

transit

pervasion1

Tokyo 13.2 320.0 24.2

Singapore

7.1 246.4 34.7 Hong Kong

5.2 178.0 34.2

Bangkok 10.4

79.5

7.6

1 Attractive industry dynamics and strong government support (cont’d)

Bangkok has a low penetration rate compared to other cities

74.2 79.5

236.0

390.0

508.0

Exclusive Concession with Flexibility to Adjust Fares

BTSGIF represents a rare opportunity to invest in the 1st pure-play publicly-traded infrastructure fund in Thailand, supported by Core BTS SkyTrain’s significant and stable cash generation

Exclusive concession to operate Bangkok’s central and only elevated electric railway

BTS SkyTrain

BTSC BMA

Exclusive operation right

Concession agreement

Ministry of

the Interior

Authorisation

• No revenue sharing or concession fees for BMA

• 30-year concession, ending December 2029

2

Flexibility to adjust fare

15

Stations

Fare price (THB) 23 stations, 23.5 km in CBD

Connecting Bangkok’s most important business and tourist destinations, serving as the backbone to all Bangkok’s mass transit systems

All investments made by BTSC Including civil works, E&M and trains (except land acquisition) from private sector sources. BTO for civil works, BOT for electrical and mechanical works, including trains

No revenue sharing or concession fees for BMA Exclusive right to operate and retain all farebox revenues from BTS SkyTrain System during the period of the concession

30 years concession 30 years of concession period ending 4 Dec 2029, approximately 17 years remaining. Effective fare can be adjusted once every 18 months by

making announcement to BMA and public 30 days in advance

Must not exceed the Authorized Fare

22.0

25.0

28.0

31.0

34.0

42.0

37.0

18.8

25.1

31.3

37.6

43.8

50.1

56.4

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

16

Backbone of Bangkok’s Public Transport 3

Traffic flow Traffic flow

Resilient business with proven track record

17

BTS SkyTrain has exhibited strong and resilient growth as an essential infrastructure for the city of Bangkok and benefits from favourable government policy

4

12 years of uninterrupted revenue growth1； Return to double-digit growth phase

Source: Company reports Note: 1. Excludes revenue from the extension lines under the Long Term O&M Agreement

Initial Growth Stable Growth Faster Growth

Aug 2011: opening of the Sukhumvit Line extension (On Nut –

Bearing)

July 2004: opening of Bangkok MRT System Blue Line

May 2009: opening of the

Silom Line extension

Aug 2010: opening of the Suvarnabhumi

Airport Link

May 2010: opening of

the Bangkok BRT

59

79

96 105

118 132

139 133 136 144 145

176

197

Ridership (mn)

1,419 1,780

2,122 2,294 2,573 2,817 3,066 3,224 3,292 3,485 3,545 4,297

4,897

2000/01 2001/02 2002/03 2003/04 2004/05 2005/06 2006/07 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13

Farebox Revenue (THBmm)

Efficient Operation With Significant Operating Leverage

18

Ridership and EBITDA margin of BTS SkyTrain business1

Efficient operations with significant operating leverage

5

Designed for efficiency

Strong ridership

growth along with

sustained margin

expansion

Opportunities for further

improvement

Note: 1. Ridership and EBITDA margin are for core network business only 2. FY ending 31st March 2011, and 2012 3. FY ending 31st December 2010, and 2011

EBITDA margin comparison (train business only)

2

Source: Company filings

2

The BTS elevated system is designed for efficiency

3


• Economies of scale from increased ridership

• Network efficiency from new line extensions

• Operational initiatives (e.g. increase in-house maintenance)

144.5 145.2 176.0 197.0

FY2010 FY2011 FY2012 FY2013

19

Ample Capacity with Limited Capex for Remainder of Concession

6


* It is estimated that BTSC will add 7 new four-carriage trains (totaling 28 carriages) between FY2018-2021. The cost to be allocated to BTSGIF is estimated at THB 800 million.

ESTIMATED FLEET

X 7 28 +54.3% *

TOTAL ESTIMATED FLEET X59 236

CURRENT FLEET NO. OF TRAINS TOTAL CARRIAGES CAPACITY INCREASE (CUMULATIVE)

INDICATIVE CAPEX (THB mn)

X35 105 FULLY PAID (BTSC)

X 12 48 FULLY PAID (BTSC)

TOTAL CURRENT FLEET X47 153 FULLY PAID (BTSC)

ON ORDER FLEET

x35 35 +22.9% ~THB 2.0bn (BTSC) (paid ~THB 1.9bn)

X 5 20 +35.9% ~THB 1.2bn (BTSC) (paid ~THB500 mn)

TOTAL CURRENT FLEET X52 208

20

BTSGIF has significant scope for portfolio expansion secured under its right to purchase and right of first refusal

Line Route Distance

(km)

Core BTS SkyTrain Network (12 years from Dec 2029 to May 2042) 23.5

Green On Nut – Bearing (30 years to May 2042) 5.3

Green Saphan Taksin – Bang Wa (30 years to May 2042) 7.5

Light Green Bearing – Samut Prakarn (expected: 2017) 12.8

Dark Green Mochit – Kukod (expected: 2017) 18.4

Dark Green Samutprakarn – Bangpu (expected: 2017) 7.0

Light Green National Stadium –Yodse (expected: 2019) 1.0

Dark Green Kukod – Lamlukka (expected: 2019) 6.5

Purple Bang Yai - Bang Sue (expected: 2015) 23.0

Blue Hua Lamphong - Bang Khae (expected: 2016)

14.0

Blue Bang Sue - Tha Pra (expected: 2016) 13.0

Light Red Bang Sue - Phayathai – Makkasan (expected: 2017) 9.0

Light Red Makkasan - Hua Mak (expected: 2017) 10.0

Dark Red Bang Sue - Rangsit -Thammasart University (expected: 2017)

36.3

Dark Red Bang Sue - Hua Lamphong (expected: 2017) 6.5

LRT Bang Na - Suvarnabhumi (expected: 2017) 18.6

Pink Line Kaerai – Parkgred – Meenburi (expected: 2017) 34.5

Airport Link Bang Sue - Phayathai (expected: 2019) 7.9

Note: means the project is under construction 1. Including the 23.5km Core BTS SkyTrain Network for 2029 to 2042

Existing BTSC O&M

contract

Future BTS Green Line extensions

up for bidding

Other planned

mass transit projects

BTSGIF call option and ROFR apply (Total of 82km)1

BTSGIF ROFR applies (Total of 172.8km)

Source: Office of Transport and Traffic Policy and Planning (OTCP), Company website, MRTA website, State Railway website and other public sources

7 Scope for accretive portfolio expansion

Dark Green

Mo Chit – Kukod

16 stations, 18.4km

Completion by 2017

Dark Green

Samut Prakarn – Bang Pu

7km; Completion by 2017

Airport Link

Bang Sue – Phayathai

7.9km; Completion by 2019

Light Red

Bang Sue – Makkasan

5 stations, 9km

Completion by 2017

Light rail

Bang Na – Suvarnabhumi


Light Green

National Stadium - Yodse

1km; Completion by 2019

Pink Line

Khae Rai – Min Buri


Call option yet to be

constructed

Right of First Refusal

Light Green

Bearing – Samut Prakarn

9 stations, 12.8km

Completion by 2017

Dark Green

Kukod – Lamlukka

6.5km, Completion by 2019

Call option under

construction

21

The BTSC team is composed of personnel with extensive experience in the mass transit business

Strong operator management expertise 8

Reliable operations team

• 13-year track record

• All operations conducted in-house

• Service reliability recognised globally to be of a high standard

• Maintained full service operation and suffered no major asset damage during natural disasters

Impeccable safety record

• Lloyd’s Register: Certificate of Safety Management Systems

• OHSAS 18001:2007: Certificate of Health and Safety

• ISO9000:2008

• No major system accidents in the past 13-year operation

Strong management

expertise

Mr. Keeree Kanjanapas

Executive Chairman and Chief Executive Officer

Mr. Surapong Laoha-Unya

Chief Operating Officer / Chief Administrative Officer

Dr. Anat Arbhabhirama

Chairman of the Management Committe

Mr. Kong Chi Keung

Chief Financial Officer

Agenda

22




■ Strategies

■ Financials

Strategies

23

Further Enhance BTSC’s Capability to Serve Expected Ridership Growth

Farebox Adjustments

(Ability to make adjustments to fares up to authorised limit without regulatory approval)

Increase Operating Efficiency

Act as Cash Flow Generation Vehicle

to Maximise Stable Distributions

to Unitholders

Rights of First Refusal / Call Option to Buy

New Value Enhancing Assets from BTSC / BTSG

/ BTSG Affiliates

Independently Seek Out Value Accretive

Acquisition Opportunities

BTSGIF BTSC

Harmonious strategy between BTSGIF and BTSC

with clear delineation of focus

Seek to Invest in New Cash Flow Enhancing Mass Transit Assets

Agenda

24




■ Strategies

■ Financials

25

Farebox revenue EBITDA 1

Solid Financial Performance (Carve-out Statements)

THB mm

Notes: 1 Represents earnings before interest and taxation after adding depreciation and amortization and provision for long-term employee benefits, and deducting gain on restructuring under rehabilitation plan.

Because there are various EBITDA calculation methods, the presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

THB mm

3,485 3,545

4,297

4,897

FY2010 FY2011 FY2012 FY2013

Full year

144 145

176

197

Ridership (mn)

1,912 2,025

2,905

3,268

FY2010 FY2011 FY2012 FY2013

Full year

54.9%

57.1%

67.6% 66.7%

EBITDA margin

2,809

2,376

3,699

776

FY 2012 (pro-forma) FY 2013 (projected) FY 2014 (projected)

3,152

2,721

2,313

3,614

754

FY 2012 (pro-forma) FY 2013 (projected) FY 2014 (projected)

3,067

Strong growth in projected distributions to BTSGIF unitholders

26

Income from investment 1 Total distribution to unitholders

3M ended 31-Mar-13 projected

9M ended 31-Dec-12 pro-forma

THB mm THB mm

Notes: 1 Farebox revenues – Direct attributable operating expenses – capex

Disclaimer: Historical performance of BTSGIF as shown in BTSGIF historical pro-forma statements does not guarantee its future performance. BTSGIF historical pro-forma statement has not been audited and has been prepared for illustrative purposes only as if the establishment of BTSGIF and the execution of the net revenue purchase and transfer agreement had taken place on April 1, 2011 and therefore, is not necessarily indicative of the actual financial position that would have been attained by BTSGIF and may not give a true picture of BTSGIF’s actual results of operations, financial position and cash flows

3M ended 31-Mar-13 projected

9M ended 31-Dec-12 pro-forma

The FY 2013 and FY 2014 income from investment and total distribution to unitholders are projections and not guaranteed.

Today’s Agenda

27

Appendix Appendix

BTSG at a Glance

Mass Transit

Property

Media

Services

(1) Figures are calculated by combining revenues of each business without consideration of eliminating transactions of related parties in order to present performance of particular business unit

Historical revenues (1)

Developer of Bangkok’s inaugural mass transit system, now managing over 31 km (31 stations) of mass transit network

Core BTS SkyTrain System

• Exclusive concessionaire for the system of 23.5 km (23 stations) since Dec 1999

• Operator under the Long-term O&M Contract awarded by the BMA (after concession ends in December 2029 until May 2042)

Green Line Extensions

• Operator of all existing Green Line extensions since May 2009

• Currently operating under Long-term O&M Contract covering 12.8km (11 stations) starting in May 2012 until May 2042

Bus Rapid Transit

• Operator of rapid bus service in central of Bangkok, covering 15 km (12 stations) for 7 years

Extensive Experience in Mass Transit Business

BTSG primary business

Continued growth in annual farebox revenue since first full year of operation in 2000

Dominant out-of-home media player with 42.9% revenue growth in FY 2012

Channels include BTS train wrapping, SkyTrain stations, and modern trade

Commercial and residential projects along mass transit routes

Existing land bank

Smart card business providing common ticketing services across network

Other services include construction services and golf course

28

Media Revenue (THB mn)

1124 1,371 1959

2,795

09/10 10/11 11/12 12/13

Property Revenue (THB mn)

1,062 661 728

1,523

09/10 10/11 11/12 12/13

Services Revenue (THB mn)

36

- 1

43

09/10 10/11 11/12 12/13

3,680 3,861 5,032

6,016

09/10 10/11 11/12 12/13

Mass Transit Revenue(THB mn)

Line Route Distance

(km) Expected

operating year

LRT Bang Na - Suvarnabhumi 18.6 2017

Pink Line Kaerai – Parkgred - Meenburi 34.5 2017

Airport Link Bang Sue - Phayathai 7.9 2019

Dark Green Samutprakarn - Bangpu 7.0 2017

Light Green National Stadium -Yodse 1.0 2019

Dark Green Kukod - Lamlukka 6.5 2019

Line Route Distance

(km) Stations

Operating since

Dark Green Mo Chit - Onnut 16.5 17 Dec 99

Light Green National Stadium - Sapan

Taksin 7.0 7 Dec 99

Blue Bang Sue - Hua Lumpong 20.0 18 Jul 04

Light Green Saphan Taksin - Wongwian Yai

2.2 2 May 09

Airport Link Phayathai - Suvarnabhumi 28.5 8 Aug 10

Dark Green Onnut - Bearing 5.3 5 Aug 11

29

Future projects - direct feeders to BTS System

Ongoing projects to be completed by 2017

163.3km 97 stations

Line Route Operate year

Distance (km)

Stations

Light Green

Wongwian Yai - Bang Wa

2012-13 5.3 4

Light Red Bang Sue - Talingchan 2012 15.0 5

Purple Bang Yai - Bang Sue 2015 23.0 16

Blue Hua Lamphong -

Bang Khae 2016 14.0 11

Blue Bang Sue - Tha Pra 2016 13.0 9

Light Green Bearing - Samut Prakarn 2017 12.8 9

Dark Green Mochit - Kukod 2017 18.4 16

Light Red Bang Sue - Phayathai -

Makkasan 2017 9.0 5

Light Red Makkasan - Hua Mak 2017 10.0 3

Dark Red Bang Sue - Rangsit -

Thammasart University 2017 36.3 13

Dark Red Bang Sue - Hua Lamphong 2017 6.5 6

Sources: Office of Transport and Traffic Policy and Planning (OTCP) Company website, MRTA website, State Railway website, and other public sources

79.5km Already operating

83.1km Under Construction

345.4km To be completed by 2029

Lines that connect with our lines Extensions to our current lines

2

3

Mass Transit System Extension

Existing lines 79.5km 57 stations

1

30

BTS SkyTrain1

• Thailand’s first elevated electric railway system at the heart of Bangkok

MRT Subway1

• Thailand’s first underground mass transit railway system

Suvarnabhumi Airport Link

• Rapid transit line that connects the Suvarnabhumi Airport to BTS Skytrain’s Phaya Thai station in central Bangkok

Competitors are complementary and feed into each other’s networks

Note: 1. While BTS Skytrain passes through the CBD, MRT Subway runs around through the town and feeds passengers into the BTS SkyTrain lines

Description

Existing Ridership

Capacity

Network

Operator BTSC is the exclusive operator of Green line extensions under the preview of BMA until May 2042

• Exclusive concessionaire for the Core Network until December 2029

BTSC is the exclusive operator of the Core Network from December 2029 – May 2042

• Solely operated by Bangkok Metro Public Company Limited under a concession to exclusively operate the network until July 2029

Owned and operated by State Railway of Thailand

• 35 three-car trains (with capacity of 1,106 passengers) and 12 four-car trains (with capacity of 1,490 passengers)

• 19 three-car trains (with capacity of 900 passengers)

28.5km track, running above existing eastern railway, with an underground terminal at the airport

Makkasan Express Line: 15-minute non-stop service between the Makkasan city air terminal and the airport

• Phaya Express Line: 17-minute non-stop service between Phaya Thai terminal and the airport

City Line: 30-minute commuter rail service with stops at 8 stations from the airport to Phaya Thai station

31 stations, 2 separate lines, 31.0km track

• Sukhumvit Line: 22 stations, 22.3km and runs northwards and eastwards from central Bangkok, connecting Mo Chit and Bearing

Silom Line: 9 stations, 8.7km and runs through one of Bangkok’s central business areas, connecting National Stadium and Wongwian Yai

• 18 stations, 20.0km track, from Hua Lamphong Railway Station to Bang Sue

• MRT runs throughout Bangkok and feeds passengers to BTS line at connecting stations

• 5 three –car trains for city line

4 four –car train for express

Overview of Bangkok’s Public Transport

31

Although BTSC already enjoys a high degree of operating efficiency, it continues to seek ways to make improvement

Increase Operating Efficiency

• Has taken over the maintenance of the automatic fare

collection system

• Opportunity to take over maintenance of 35 3-car

trains, following the expiry of service contract with

third party in Dec 2014

• Will further take over maintenance of 12 4-car trains

following expiry of the warranty period in Oct 2013

Take over O&M from third party service providers Upgrade signaling system

• Changed the BTS SkyTrain signaling system from Siemens’

to Bombardier’s for the existing 23.5 km BTS SkyTrain

system

• Bombardier is required to provide training to BTSC’s

personnel to maintain the new signaling system and BTSC

intends to maintain the signaling system itself

• Advantages of new signaling system

– Require low maintenance cost

– Allow more flexible expansion of the system via a

reduced headway

Overview of BTSGIF historical pro-forma statements of income

32

(Unit: THB mm) FY 2012

(pro-forma) 9M ended 31-Dec-12

(pro-forma)

Investment income

Income from the investment in the net revenue purchase and transfer agreement

2,809 2,376

Interest income 3 5

Total income 2,812 2,381

Expenses

Fund management fee 50 37

Trustee's fee 13 10

Registrar's fee 5 4

Professional fees 13 10

Audit fee 2 1

Other expenses 8 6

Amortisation of issuance costs 391 294

Total expenses 482 362

Net income 2,330 2,019

Net income available to the unitholders (100% payout)

2,330 2,019

Add back: excess liquidity due to amortisation of issuance cost

391 294

Total distribution available to unitholders 2,721 2,313

Disclaimer: Historical performance of BTSGIF as shown in BTSGIF historical pro-forma statements does not guarantee its future performance. BTSGIF historical pro-forma statements has not been audited and has been prepared for illustrative purposes only as if the establishment of BTSGIF and the execution of the net revenue purchase and transfer agreement had taken place on April 1, 2011 and therefore, is not necessarily indicative of the actual financial position that would have been attained by BTSGIF and may not give a true picture of BTSGIF’s actual results of operations, financial position and cash flows

Overview of BTSGIF projected statements of income

33

(Unit: THB mm) 3M ended 31-Mar-13

(projected) FY 2014

(projected)

Investment income

Income from the investment in the net revenue purchase and transfer agreement

776 3,699

Interest income 1 6

Total income 777 3,705

Expenses

Fund management fee 13 50

Trustee's fee 3 13

Registrar's fee 1 5

Professional fees 3 13

Audit fee 1 2

Other expenses 2 8

Amortisation of issuance costs 98 391

Total expenses 121 482

Net income 656 3,223

Net income available to the unitholders (100% payout)

656 3,223

Add back: excess liquidity due to amortisation of issuance cost

98 391

Total distribution available to unitholders 754 3,614

Total distribution per unit (THB)1 0.13 0.63

Implied distribution yield (%)2 1.21 5.78

The implied distribution yield is calculated based on maximum offering price of THB10.80 per unit, and is a projection and not guaranteed Notes: 1. Based on total units offered of 5,788 mm 2. Total distribution per unit of THB 0.63 and implied distribution yield of 5.78% comprise of dividend payment and capital reduction

Bridge between BTS SkyTrain Business carve-out and BTSGIF pro-forma and projected financials

(Unit: THB mm) 9M ended 31-Dec-11 9M ended 31-Dec-12

Revenues

Farebox revenues 3,120 3,633

Other income 0 4

Total revenues 3,120 3,637

Expenses

Cost of farebox 1,642 1,859

Selling expenses 48 55

Administrative expenses 264 317

Total expenses 1,954 2,231

BTS SkyTrain Business carve-out historical revenue and expenses

BTSGIF pro-forma and projected total income from investment

(Unit: THB mm) FY 2012

(pro-forma)

9M ended 31-Dec-12

(pro-forma)

3M ended 31-Mar-13

(projected) FY 2014

(projected)

Fare box revenues 4,297 3,633 1,208 5,563

Less: Direct attributable operating expenses:-

Cost of fare box revenues (2,232) (1,859)

Selling expenses (60) (55)

Administrative expenses (357) (317)

Net reserves for employees' post-employment benefits 37 19

Amortisation and depreciation charges 1,218 1,007

Total (1,394) (1,205) (432) (1,864)

Less: Capital expenditures (94) (52) — —

Total income from the investment 2,809 2,376 776 3,699

Disclaimer: Historical performance of BTSGIF as shown in BTSGIF historical pro-forma statements does not guarantee its future performance. BTSGIF historical pro-forma statements has not been audited and has been prepared for illustrative purposes only as if the establishment of BTSGIF and the execution of the net revenue purchase and transfer agreement had taken place on April 1, 2011 and therefore, is not necessarily indicative of the actual financial position that would have been attained by BTSGIF and may not give a true picture of BTSGIF’s actual results of operations, financial position and cash flows

Disclaimer: Historical performance of BTSGIF as shown in BTSGIF historical pro-forma statements does not guarantee its future performance. BTSGIF historical pro-forma statements has not been audited and has been prepared for illustrative purposes only as if the establishment of BTSGIF and the execution of the net revenue purchase and transfer agreement had taken place on April 1, 2011 and therefore, is not necessarily indicative of the actual financial position that would have been attained by BTSGIF and may not give a true picture of BTSGIF’s actual results of operations, financial position and cash flows 34

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