Notice of Allocation of Newly Issued Ordinary Shares BTS Group Holdings Public Company Limited

Enclosure 1

Section 1 The Information of the Allocation of Newly Issued Ordinary Shares

1. Date, Month, Year and Number of the Board of Directors' Meeting and the Shareholders' Meeting that approved the issuance and offering of newly issued ordinary shares of the Company to the existing shareholders proportionate to their respective shareholdings (Rights Offering)

This issuance and offering of newly issued ordinary shares of the Company to the existing shareholders proportionate to their respective shareholdings (Rights Offering) in the amount of 2,9 26,141,881 shares was approved by the Board of Directors' Meeting No. 6/2024 held on August 1, 2024 and the Extraordinary General Meeting of Shareholders No. 1/2024 held on September 30, 2024.

2. Details of the issuance and offering of newly issued ordinary shares of the Company to the existing shareholders proportionate to their respective shareholdings (Rights Offering)

The Board of Directors' Meeting No. 6/2024 held on August 1, 2024 and the Extraordinary General Meeting of Shareholders No. 1/2024 held on September 30, 2024 approved the issuance and offering of newly issued ordinary shares of the Company to the existing shareholders proportionate to their respective shareholdings (Rights Offering) as follows:

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only if there are remaining shares after the initial allocation to the existing shareholders proportionate to their respective shareholdings. The Company will allocate such remaining shares to those existing shareholders who wish to oversubscribe, in proportion to their existing shareholdings, and at the same offering price, until all shares are allocated or no shares remain, whichever occurs first.

3. Details of the allocation method for newly issued ordinary shares

The Company will allocate the newly issued ordinary shares with the following details.

1. Existing shareholders who express their intention to subscribe for newly issued ordinary shares, either in full or in part, will be allocated the entire amount they subscribed for;
2. In case there are remaining shares from the allocation to the existing shareholders of the Company proportionate to their respective shareholdings (Rights Offering) in the first round, which exceed or equal to the shares that the existing shareholders subscribe for in excess of their right, the Company will allocate the remaining shares to those who have subscribed for oversubscription shares and have paid all subscription fees for such oversubscription shares;
3. In case there are remaining shares from the allocation to the existing shareholders of the Company proportionate to their respective shareholdings (Rights Offering) in the first round which are fewer than the shares that the existing shareholders subscribe for in excess of their right, the Company will allocate the remaining shares to those who have subscribed for oversubscription shares according to the following steps:
4. 1. Allocate based on the proportion of existing shareholders for each subscriber of oversubscription shares by multiplying the existing shareholding proportion of each subscriber by the number of remaining shares. The result is the number of shares allocated to each oversubscription subscriber. (Any fractions resulting from the calculation shall be discarded.) However, the number of shares to be allocated shall not exceed the number of shares subscribed and paid for by each shareholder;
   2. In the event that there are still shares remaining after the allocation under Clause c) (1), the allocation shall be made to each subscriber of oversubscription share and has not been fully allocated by multiplying the existing shareholding proportion of each subscriber by the number of remaining shares. The result is the number of shares allocated to each oversubscription subscriber.( Any fractions resulting from the calculation shall be discarded.) However, the number of shares to be allocated shall not exceed the number of shares subscribed and paid for by each shareholder. In this regard, the allocation of oversubscription shares to each oversubscription subscriber pursuant to the procedures under this clause shall be repeated until there are no shares left from the allocation.

In this regard, the allocation of shares to existing shareholders of the Company who wish to oversubscribe, in any case, shall not result in any shareholders (including persons under Section 258 of the Securities and Exchange Act B.E. 2535 (as amended) of the aforementioned shareholders) holding the Company's shares in the following manner:

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1. In a manner that would increase to or surpass the trigger point for a tender offer as specified in the Notification of the Capital Market Supervisory Board No. TorJor. 12/2554 Re: Rules, Conditions, and Procedures for the Acquisition of Securities for Business Takeovers (as amended) ("Notification No. TorJor. 12/2554"), except that such shareholder has been exempted from making a tender offer for all securities of the business as specified in the Notification No. TorJor. 12/2554; or
2. In a manner that violates the foreign shareholding restrictions specified in the Company's Articles of Association, which currently permit foreign shareholders to hold no more than 49 percent of the total issued shares of the Company.

In addition, if there are remaining shares from the allocation to the existing shareholders of the Company proportionate to their respective shareholdings (Rights Offering), as well as shares allocated to those who subscribe for oversubscription shares, the Company will proceed to reduce its registered capital by removing the unallocated shares.

1. Date for determining the name of shareholders who shall be allocated the newly issued ordinary shares proportionate to their respective shareholdings (Record Date)
   August 16, 2024 (the "Record Date")
2. Subscription and payment period of the newly issued shares

1. Period for subscription of the newly issued ordinary shares
2. 1. Subscription through a subscription agent using the subscription form (Hard Copy)
      From 8.30 to 16.00 hours on October 17 - 18, 2024, October 21 - 22, 2024 and October 24, 2024 (totaling 5 business days), or during the operating hours of the Subscription Agent, which are only on the business days of the Stock Exchange of Thailand (the "SET")
   2. Subscription via the Electronic Rights Offering (E-RO) (for individuals of Thai nationality only) From 8.30 hours on October 17, 2024 to 16.00 hours on October 24, 2024
3. Place for subscription and payment of the newly issued ordinary shares
   The Company has appointed UOB Kay Hian Securities (Thailand) Public Company Limited as its subscription agent for the newly issued ordinary shares (the "Subscription Agent"). Existing shareholders may subscribe to the newly issued ordinary shares of the Company through the following two methods:

5.2.1 Subscription through the Subscription Agent (Hard Copy) at the venue below.

Name:UOB Kay Hian Securities (Thailand) Public Company Limited

Address: 130-132 Sindhorn Tower 1, 3rd Floor, Wireless Road, Lumpini, Pathumwan, Bangkok, 10330

Tel.:02-6598 000 Ext. 8226, 8085, or 8264

Contact: Charun Suksakol, Montha Bunlapwongsakun, or Chainarong Boonchusanong

The Company, through the Subscription Agent, does not accept subscriptions for newly issued ordinary shares by mail or at any branches of the Company in all cases.

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For shareholders holding shares in the scripless system, please contact the securities company where you have a trading account and where your ordinary shares of the Company are deposited. This securities company will collect the necessary documents and submit them to the Subscription Agent at the subscription location specified above.

5.2.2 Subscription for newly issued ordinary shares via Electronic Rights Offering (E-RO) System

On website www.utrade.co.thor https://ro.utrade.co.th(for individuals of Thai nationality only) as specified in E-RO Subscription in Clause 6.2 of this document.

6. Method of subscription and payment for the newly issued ordinary shares

6.1 In case of subscription through the Subscription Agent (Hard Copy)

Shareholders wishing to subscribe for newly issued ordinary shares must submit (1) the Subscription Form as per Enclosure 2; (2) proof of subscription payment; and (3) supporting documentsat the Subscription Agent's office. All documents must be filled in accurately, completely and clearly. Shareholders must specify the number of shares they wish to subscribe for in accordance with the rights indicated in the Certificate of Subscription Rights issued by Thailand Securities Depository Co., Ltd. ("TSD"), as well as indicate any intention to subscribe for shares in excess of the allocated rights (if any) in the Subscription Form (Enclosure 2). Only one subscription form is allowed per 1 Certificate of Subscription Rights, accompanied by the subscriber's signature and the full subscription payment transferred for the newly issued ordinary shares. Subscription documents must be submitted to the designated subscription location on the specified date and time (as specified in Clause 5.2.1). The details are as follows:

6.1.1 Subscription payment for shares via the bill payment system of United Overseas Bank (Thai) Public Company Limited

Shareholders who wish to make the payment via the bill payment system at any branch of United Overseas Bank (Thai) Public Company Limited should complete the information on the Bill Payment Pay-in Slip (Enclosure 4) and transfer the payment to "UOB Kay Hian Securities (Thailand) Company Limited for Securities subscriptions". Payment can be made from 8.30 hours on October 17, 2024 to 16.00 hours on October 24, 2024. The payment must be made in full for all subscribed shares.

If shareholders wish to make the subscription payment by personal cheque, draft, or cashier's cheque, it must be crossed and made payable to "UOB Kay Hian Securities (Thailand) Company

Limited for Securities subscriptions". The personal cheque, draft, or cashier's cheque must be dated between October 17 - 21, 2024, and scription payment must be made at any branch of United Overseas Bank (Thai) Public Company Limited using the Bill Payment Pay-in Slip (Enclosure 4) before 11.00 hours on October 21, 2024.

Such personal cheque, draft, or cashier's cheque must be collectible through the clearing house in Bangkok by the next business day. Payment by personal cheque, draft, or cashier's cheque will be considered complete once the Subscription Agent receives proof of payment and collects the payment within subscription period. Otherwise, it shall be deemed that the subscriber waives their rights.

Subscribers must submit proof of payment to the Subscription Agent along with the Subscription Form. In this regard, please ensure that the shareholder register number (as specified in the Certificate of Subscription Right), name, and mobile number are clearly filled in on the proof of payment.

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Shareholders who subscribe for newly issued ordinary shares will be responsible for any bank expenses and fees (if any), in addition to the scription amount for the newly issued ordinary shares.

The Company, through the Subscription Agent, refrains from accepting cash payments for the subscription of newly issued ordinary shares and reserves the right to permit subscriptions and payments through other methods as deemed appropriate.

6.1.2 Subscription payment for shares via the electronic bill payment system of United Overseas Bank (Thai) Public Company Limited

Subscribers wishing to pay for the subscription via electronic bill payment of United Overseas Bank (Thai) Public Company Limited through internet banking or on the website of other banks (excluding KASIKORNBANK or KBANK) should search for Biller ID: 010754800005698 and specify the correct subscription payment amount (1 shareholder register number per transaction).

Payment could be made from 8.30 hours on October 17, 2024 to 16.00 hours on October 24, 2024 using shareholders' internet banking user ID. Payments via other individuals' internet banking account are prohibited. The details are as follows:

6.1.3 Subscription payment for shares via Mobile Banking

Subscribers wishing to pay for the subscription via a mobile banking application can make payments from 8.30 hours on October 17, 2024 to 16.00 hours on October 24, 2024, by selecting "bill payment" in the mobile banking application (excluding KASIKORNBANK or KBANK). Please search for Biller ID: 010754800005698 and specify the correct subscription payment amount (1 shareholder register number per transaction). The details are as follows:

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6.1.4 Documents required for subscription to newly issued ordinary shares

1. Subscription form for newly issued ordinary shares (Enclosure 2)
   Shareholders must accurately, completely, and clearly fill out the Subscription Form for newly issued ordinary shares as per Enclosure 2, specifying the number of shares that the shareholder wishes to subscribe for in accordance with the rights, as well as any intention to over-subscription for shares beyond the allocated rights (if any) or to subscribe for fewer shares than of the rights, in the subscription form. The Subscription form must be signed by the subscriber. If the subscriber is a juristic person, the signature must be provided by an authorized signatory of that juristic person, and the company seal (if applicable) must be affixed.
   All existing shareholders may oversubscribe for newly issued ordinary shares by making a total payment in full for the number of shares subscribed.
2. Certificate of Subscription Rights issued by Thailand Securities Depository Co., Ltd. (Enclosure 5)
   The Certificate of Subscription Rights issued by Thailand Securities Depository Co., Ltd. as the registrar of the Company has been delivered by registered mail to existing shareholders, specifying the number of shares each shareholder is entitled to allocate proportionate to their respective shareholdings.
3. Proof of payment
   The proof of payment must be provided along with a certified true copy.
   Subscribers must submit proof of payment for the full amount of shares they have subscribed for, regardless of whether the subscription is within, less than, or greater than the allocated rights, according to the payment methods chosen by the subscribers. The payment should be done in accordance with the details and procedures specified in Clauses 6.1.1 - 6.1.3 above.
   In case of over-subscription, a copy of the first page of a savings account passbook or a copy of a bank statement for a current or savings account showing the bank account number (all 10 digits) must be provided along with a certified true copy. The bank account name must match the subscriber's name, and the account must be a savings or current account opened with a commercial bank in Thailand.
4. Documents supporting identification according to individual type Individuals of Thai nationality
   A copy of a valid ID card, bearing the same signature as shown in the Subscription Form and certifying as a true copy, must be provided. If there is a name or surname mismatch with the name displayed in the Certificate of Subscription Right issued by Thailand Securities Depository Co., Ltd. (Enclosure 5), please attach a copy of the relevant government-issued document along with a certified true copy.

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