VGI Global Media PCLvgi.listedcompany.com/misc/presentation/20181206-vgi...and business model of BTS...

Prepared by Investor Relations DepartmentVGI Global Media Plc

VGI Global Media PCL

VGI Group General PresentationNovember 2018

Prepared by Investor Relations DepartmentVGI Global Media Plc 2

Investment involves risk. Prospective should understand the characteristics of Securities and study information about VGI Global Media Public CompanyLimited (“VGI” or the “Company”) before making a decision to invest in Securities.

This Presentation is not intended to provide the basis for any investment decision, nor to substitute your own analysis and investigation, and should not beconsidered as a recommendation to any recipient of this Presentation. Some statements made in this presentation are forward-looking statements, whichare subject to various risks and uncertainties. These include statements with respect to the Company’s corporate plans, strategies and beliefs and otherstatement that are not historical facts. These statement can be identified by the use of forward-looking terminology such as “may”, “will”, “expect” ,“intend”, “estimate”, “continue”, “plan” or other similar words.

The statements are based on the assumptions and beliefs of the Company’s management in light of the information currently available to the Company.These assumptions involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from anyfuture results, performance or achievements expressed or implied by such forward-looking statements. Nothing in this Presentation is, or should be, reliedon as promise or representation of the Company as to the future.

Disclaimer


Agenda

3

Section 1 Company at a Glance 4

Section 2 Strategic Direction 8

Section 3 Focus on Fast-Growing Industry: Media and E-Commerce 12

Section 4 Business Profile by Segment and Potential Upsides

Section 4.1 Advertising 15

Section 4.2 Payment 25

Section 4.3 Logistics 27

Section 5 O2O Showcases 30

Section 6 2017/18 Financial Performance 35

Section 7 2Q 2018/19 Financial in More Detail & Business Update 37

Appendices


Company at a GlanceKey investment features

4Section 1: Company at a Glance

Leading in a strong industry with diversified world-class assets

• #1 share position in OOH advertising – with over THB 7,000mn inventory on hand

• #1 share position in micropayment (Rabbit Group) – with more than 4mn rewards members

• #1 share position in logistics (Kerry Express) - delivers more than 1,000,000 parcels daily

Exclusive market positions

• Partnership with leading players including BTS, LINE, Kerry Express, AIS and Rabbit Group, directly connecting to 18mn users

Solid growth prospects

• 4 – 5 times expected increase in transit media capacity by 2021/22through relationship with BTS

• Exposure to the fast-growing e-commerce industry through Kerry Express and Rabbit Group

Largest and most profitable media company

• No. 1 listed Media Company on SET by market capitalisation of THB 64,603m (USD 1,951m).

• Most profitable OOH media company in Thailand and is the top five most profitable OOH media companies in Asia, generating THB 3,936m in total sales revenue with a superior profit margin of 21.5%.


Company at a GlanceKey milestone

5Section 1: Company at a Glance

1BTS refers to Bangkok Mass Transit System Plc.2POV refers to Point of View Media Group Co. Ltd.3MACO refers to Master Ad Plc.4Aero Media refers to Aero Media Group Co. Ltd.5Demo Power refers to Demo Power (Thailand) Co. Ltd.6Bangkok Smartcard System Co. Ltd. and BSS Holdings Co. Ltd.

1990s: Keeree Kanjanapas founded the BTS1, operator of BTS SkyTrain

1998: His son as business successor, Kavin Kanjanapas then invented the new concept and business model of BTS SkyTrain financed by advertising, laying the foundations for the company’s future success. VGI Global Media (“VGI”) was born.

1999: The BTS Skytrain system was officially opened. VGI was granted the exclusive right from BTS to manage the advertising spaces and commercial areas on all BTS network which will be expired in December 2029.

1990s - 1999

BEGINNINGS

THE NO.1 OOH NATIONWIDE MEDIA REAL ESTATE AGENT

2012: Become a publicly traded company on the SET

2013 – 2014: Included as a constituent member of SET 100 and SET 50

2015:

• Exited the Modern Trade media business.

• Expanded its stake in MACO3 to 37% – the leading Outdoor media with nationwide network coverage and overseas expansion.

• Acquired 30% of Aero Media4 – the leading Aviation media across Thailand

• Acquired 40% stake in Demo Power5 – the leading demonstration services reaching to end-consumer nationwide.

2016:

• Now present in all provinces of Thailand, VGI becomes the #1 Out-of-Home Media Platform in Thailand

2012 – 2016

TRANSFORMING TO THE O2O SOLUTIONS

2017: Acquired 90% in Rabbit Group6 – the leading digital solutions.

2018: Successfully acquired 23% in Kerry Express (Thailand) – the leading parcel delivery services in Thailand.

2017 - Present

EXPANSION

2003-2010: Entered into the Modern Trade media business at Tesco Lotus and Big C.

2009: Acquired 100% of POV2, the leading Office media in Bangkok CBD.

2010: Acquired the right to manage advertising on the BRT bus system

2003 – 2010


Company at a GlanceShareholding structure, historical dividend payment and share price movement

6

1,0

33

75

5 41

2

74

1

2.7% 2.7%1.2% 1.2%

2014/15 2015/16 2016/17 2017/18

Dividend (THB mn) Dividend Yield (%)

(THB) (THB mn)

SHAREHOLDING STRUCTURE (as of November 2018) DIVIDEND INFORMATION

Note:• Dividend yield is calculated using VGI closing share price one day before the date of BOD meeting approving

the relevant dividend.• 2014/15 interim dividend included stock dividend (at par value) of 1:1

SHARE PRICE MOVEMENT (as of 16 November 2018)SHARE INFORMATION (as of 31 October 2018)

Section 1: Company at a Glance

Stock code VGI

Outstanding shares (mn shares) 8,556.7

Market capitalisation (THB mn) 64,602.9

Market capitalisation (USD mn) 1,951.2

Average daily traded value (THB mn)* 84.7

Average daily traded value (USD mn)* 2.6

*Last 12 months average daily traded value

Kanjanapas Family

BTSG’s Minorities

45.0%

0.5%

28.7%25.7%

0.1%

41.0% 59.0%

97.5% BTSG

PublicBTSCKanjanapas

Family

VGI

0.6%

7.85

0

200

400

600

800

1,000

1,200

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

VGI TURNOVER (RHS) SET Index (rebased) VGI TB

ADTV = THB 128mn

Payout Ratio:

2014/15 123%

2015/16 85%

2016/17 62%

2017/18 87%

Dividend Policy: Not less than 50% of net profit


Agenda

7











Appendices


ADVERTISING PAYMENT LOGISTICS

Transit & Office Outdoor Airport ActivationOffline & Online

PaymentMarket Place Micro Loan Smart Delivery

Strategic DirectionDiversified world class platforms

8

THB 7,000mn media capacity 4mn rewards members 1,000,000+ parcels/ day

O2O SOLUTIONS

ConversionEngagementAwareness

18MUSERBASE DATA

Section 2: Strategic Direction


Strategic DirectionCombine advertising, payment and logistics platforms to create data driven solution

9

FUNDAMENTAL

PLATFORM

SOLUTIONS

VALUES GROWTH INNOVATION

ADVERTISING PAYMENT LOGISTICS

DATA

OFFLINETO

ONLINE

ADVERTISING

Apart from the organic growth, we will increase our digital inventories by 40% in order to link the offline content to online by applying our programmatic technology

LOGISTICS

Triple the delivery and activation capacity, it will allow us to have 2mn daily interaction with consumers.

PAYMENT

We aim to expand our rewards members from 4mn to 10mn members and expand our payment touch points nationwide within the next 3 years.

CONNECTOR



Strategic Direction3-Year revenue target at THB 10bn and net profit at THB 2bn

10

Revenue of THB 10bn in 2020/21+35% 3-year CAGR

Net profit of THB 2bn in 2020/21 +30% 3-year CAGR

AD Advertising+40% digital screens

Payment10mn rewards members

User base data40mn data points with depth and more dimension for targeting and media planning

Logistics2mn daily interaction


OPERATION TARGETFINANCIAL TARGET


Agenda

11











Appendices


Section 3: Focus on Fast-Growing Industry: Media and E-Commerce

Focus on Fast-Growing IndustryOut-of-Home industry

12

Rising in infrastructure, urbanisation and increasing number of people who spend time outdoor were driven the growth of Thailand OOH Media.

VGI GROUP’S FOCUS

• Our focus has proven to be the fastest growth media sector OOH

• Thailand’s No.1 Transit media in Bangkok

• The sole player in Office media with 177 Grade A&B buildings under management

• The leading Outdoor media with nationwide network coverage and overseas expansion

• Thailand’s No.2 Aviation media at 14 airports in Thailand and Yangon airport in Myanmar

• The first mover in Thailand who established the integrated online and offline media platform

• We are also the first mover in making advertising become more data-driven, hence, creating O2O Solutions.

-19.7%

-13.1%

-10.8%

-2.7%

-0.7%

9.9%

18.3%

34.8%

In-store

Traditional media**

Analogue TV

Total industry

Cinema

OOH

Online

Digital*

ADVERTISING MARKET 5 YRS CAGR (2012/13 – 2017/18)

The accelerated growth of online, digital and OOH media fueled by migration to mobile devices and increased consumer media exposure as people spend more time out of home.

* Digital adspend based on December year-end reported by DAAT** traditional media includes Radio, Newspapers, Magazines

VGI’s Focus

* Online adspend includes banner ad on 50 websites and 10 mobile sites ** based on December year-endSource: The Nielsen (Thailand) Co., Ltd. and Digital Advertising Association Thailand (DAAT)

5 YRS HISTORICAL ADVERTISING SPENDING (THB bn)

2013/14 2014/15 2015/16 2016/17 2017/18

TV Traditional media OOH media Cinema Online* Digital adspend (DAAT)**

Coupd’etat

ShutdownBKK

113bn

62.3%

23.3%

9.0%4.7%0.8%

107bn

65.7%

16.0%

11.3%5.5%1.6%

120bn

1.0%

68.5%

18.0%8.0%4.4%

121bn0.8%

68.0%

19.4%

3.7%8.1%

Mourning effect

4bn 6bn8bn 9bn

100bn

64.8%

13.4%

13.3%7.0%1.5%

12bn

56.0%

44.0% 43.6%

28.4%24.7% 22.9%

15.4%

Focus Media VGI Lamar Outfrontmedia

APG Stroeer JCDecaux

ONE OF THE MOST HIGHEST EBITDA MARGIN MEDIA COMPANY

The top 3 profitable OOH media company globally.

Source: BloombergRemark: • EBITDA margin as of 2017.• VGI EBITDA margin as of 2017/18.


THAILAND E-COMMERCE MARKET SIZE (THB tn) E-COMMERCE PENETRATION

Thailand’s e-Commerce market is still immature, hence fast growth in e-Commerce and demand for logistics are expected.

THAILAND HAS A LOW E-PAYMENT USAGE PER CAPITA 150 E-PAYMENT TRANSACTIONS PER CAPITA IN 2020

E-commerce’s penetration to retail sales in Thailand is still relatively immature, exponential room to grow

17 21 26 31 35 3949

150

2010 2011 2012 2013 2014 2015 2016 2020E

9x increased

United Kingdom314

Singapore716

Malaysia82

South Korea413Thailand

49

Source: Payment Systems Report (2016), Bank of Thailand

Source: Electronic Transaction Development Agency

Source: Payment Systems Report (2016), Bank of Thailand

Source: Statista

Sweden420

Focus on Fast-Growing IndustryE-Commerce industry

13Section 3: Focus on Fast-Growing Industry: Media and E-Commerce

0.31

2.81

2007 2017

+900%

3.1%

7.4%

9.0%

16.0%

19.1%

23.1%

Thailand

Japan

US

South Korea

UK

China


Agenda

14











Appendices


Advertising: Transit MediaNo.1 in Transit Media

15

No. of location 30 stations/208 carriages

Static Media > 4,000 displays

Digital Media >2,000 screens

Viewer reach >740,000 people/day

Merchandising space > 8,000sqm.

I. TRAIN

II. STATION

III. MERCHANDISING & OTHER

TRANSIT MEDIA PROFILE OUR PRODUCTS

• Exclusive rights to manage advertising space on BTS Sky Train network:

RIGHTS & NETWORK

• 23 core network: 18 May 2012 – 4 Dec 2029• 7 extensions: 6 May 2015 – 4 Dec 2029

EFFECTIVE PERIOD

• 23 core network: 5% - 20% of BTS revenues/year (an increase of 5% every 5 years)

• 7 extension's: fixed rate

CONCESSION FEE (PAYABLE TO BTSC & BMA)

• First right of refusal for Core Network and new extension lines that BTS secures post 2029

8 YRS CAGR: +12.4%

KEY FINANCIAL HIGHLIGHTSDespite frequent interruptions, ridership growth drives continuous revenue growth of BTS-related media.

889 934 1,143

1,422 1,679 1,805 1,793 1,865

2,262

2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16 2016/17 2017/18

coupd’etat

ShutdownBKK

floodsRedshirt

Yellowshirt

Section 4.1: Advertising

2017/18Revenue Contribution

Transit media revenue (THB mn)

57.5%

MorningPeriod

Royal cremation


ROUTE DISTANCE NO. OF

STATIONOPERATING

DARK GREEN MO CHIT 17.0 17 DEC-99

(CORE) – ON NUT

LIGHT GREEN NATIONAL STADIUM 6.5 6 DEC-99

(CORE) – SAPHAN TAKSIN

LIGHT GREEN SAPHAN TAKSIN 2.2 2 MAY-09

(EXTENSION) – WONGWIAN YAI

DARK GREEN ON NUT – BEARING 5.3 5 AUG-11

(EXTENSION)

LIGHT GREEN WONGWIAN YAI 5.3 3 DEC-13

(EXTENSION) – BANG WA

DARK GREEN(EXTENSION)

BEARING – SAMRONG 1.8 1 APR-17

EXISTING LINES AS OF 2017/18 EXISTING LINES BY OPERATOR

BANG YAI – TAO POON23.0km

NATION. STADIUM – BANG WA14.0km

MO CHIT – SAM RONG24.1km

PHAYATHAI – SVB28.5km

TAO POON– HUA LAMPHONG21.2km


STATIONOPERATING

BLUE BANG SUE – TAO POON 21.2 19 JUL-04

PURPLE BANG YAI – TAO POON 23.0 16 AUG-16


STATIONOPERATING

AIRPORT LINK (RED LINE)

PHAYATHAI –SUVARNABHUMI

28.5 8 AUG-10

Advertising: Transit MediaAt 110.8km Bangkok’s Mass Transit Network is immature

16

35 35 8

38.1 44.2 28.5

TOTAL DISTANCE: 110.8KM

743,223 378,167 70,000

BTS BEM SRT

TOTAL AVG. WEEKDAY RIDERSHIP: 1,191,390

TOTAL STATION: 78

Source: BTSC, BEM and State Railway of Thailand (SRT)



137.3 125.4

113 67

ADDITIONAL LINES IN 2021/22 FUTURE LINES IN 2021/22

BTS’SFOCUS


STATIONOPERATING

GREEN (SOUTHERN)

BEARING- SAMUT PRAKARN

12.6 9 2018

GREEN (NORTHERN)

MO CHIT – SAPHAN MAI – KHU KHOT

18.2 16 2020

PINKKHAE RAI – PAK GRED

– MIN BURI34.5 30 2021

YELLOWLAD PRAO

– SAM RONG30.4 23 2021

GREEN (WESTERN)

BANG WA - TALING CHAN

7.0 6 2022

LRT BANG NA - SUVARNABHUMI 18.3 14 2022

GREY (I) WATCHARAPHON – THONG LO 16.3 15 2022

OTHER ROUTE DISTANCE NO. OF

STATIONOPERATING

BLUEHUA LAMPHONG

- BANG KHAE14.0 11 2020

BLUE BANG SUE - THA PRA 13.0 9 2020

BLUEBANG KHAE –

BHUDHAMONTHON 48.0 4 2021

DARK RED BANG SUE - RANGSIT 26.3 8 2021

DARK RED BANG SUE – HUA LUM HONG 6.5 5 2020

LIGHT REDBANG SUE – PHAYATHAI – MAKKASAN – HUAMAK

19.0 9 2020

LIGHT RED BANG SUE – TALING CHAN 15.0 4 2021

PURPLE(SOUTHERN)

TAO POON – RAT BURANA 23.6 17 2022

Advertising: Transit MediaBTS is well positioned to secure additional 133.7km.

17

TOTAL DISTANCE: 262.7KM

TOTAL STATION: 180

BEARING – SAMUT PRAKARN12.6km

MO CHIT – SAPHAN MAI – KHU KHOT18.2km

WATCHARAPHON – THONG LO16.3km

LAD PRAO – SAM RONG30.4km

BANG NA – SUVARNABHUMI18.3Km

KHAE RAI – MIN BURI34.5km

BANG WA - BOROMMARATCHACHONNANI7.0km

Source: MRTA & Systra MVA (Thailand)Note: Pink, Yellow, Grey and LRT’s ridership is based on Systra MVA

Secured by BTSC Under negotiation

BTS Other



Advertising: Transit Media Solid growth opportunities from BTS Rail Mass Transit Expansion

18

TOTAL OF 836 TRAINS CAPACITY TOTAL OF 147 STATIONS CAPACITY

2017/18 2022/23 E

CORE + EXTENSION 208 236

GREEN (SOUTHERN) NONE 60

GREEN (NORTHERN) NONE 84

PINK NONE 168

YELLOW NONE 120

GREEN (WESTERN) NONE 32

LRT NONE 64

GREY (PHASE I) NONE 72

TOTAL 208 836

2017/18 2022/23 E

CORE + EXTENSION 30 34

GREEN (SOUTHERN) NONE 9

GREEN (NORTHERN) NONE 16

PINK NONE 30

YELLOW NONE 23

GREEN (WESTERN) NONE 6

LRT NONE 14

GREY (PHASE I) NONE 15

TOTAL 30 147

4.0X EXPECTED INCREASE IN BTS TRAIN CAPACITY 4.9X EXPECTED INCREASE IN BTS STATION CAPACITY

208 236296

380

668

836

0

100

200

300

400

500

600

700

800

900

17/18 (A) 18/19 (E) 19/20 (E) 20/21 (E) 21/22 (E) 22/23 (E)

Secured668 carriages

UnderNegotiation168 carriages

+4.0x

30 3043

59

112

147

0

20

40

60

80

100

120

140

160

17/18 (A) 18/19 (E) 19/20 (E) 20/21 (E) 21/22 (E) 22/23 (E)

Secured108 stations

UnderNegotiation39 stations

+4.9x

Current Green South Green North Pink Yellow LRT Grey (Phase I) Green West



636 732 725

622 694 735

932

2011 2012 2013 2014 2015 2016 2017

Advertising: Outdoor MediaNo.2 in Outdoor Media

19

MACO’S PRODUCTS

I. BILLBOARD

II. STREET FURNITURE

III. SYSTEM INTEGRATION AND DIGITAL SERVICES

INTERNATIONAL NETWORK

INVESTMENT & ACCOUNTING METHOD

OUTDOOR MEDIA PROFILE

KEY FINANCIAL HIGHLIGHT

Investment: 31.7% in Master Ad Plc (MACO; a listed in SET)Accounting Method: Consolidation

MACO’s revenue (THB mn)

DOMESTIC NETWORK


24.3%

BKK & Vicinities 250 panelsNationwide 975 panelsCBD LED 35 screensLCD screen 250 screensStreet furniture 494 panels under 23 BTS Sky Train stations,

19 major flyovers bridges

• Billboard and street furniture covering all provinces in Thailand

• Exclusive rights on media and advertising management MRT SBK line 10 years in MalaysiaKLIA terminal 1&2 10 years in MalaysiaMRT North-South line 20 years in Indonesia

• System integrator and digital services provider in Hongkong

• System integrator and digital services provider in Thailand



Advertising: Outdoor Media Growth drivers from existing media and acquisition opportunity

20

Existing Network Target 2018

LED SCREEN IN UPCOUNTRY (HATYAI PROVINCE) MEDIA IN MALAYSIA

KEY GROWTH AND DEVELOPMENT

2.INTERNATIONAL MARKET EXPANSION

Invest in additional potential companies in Malaysia within 2018 by establishing a strategic alliance with a strong local partners.

Outdoor : 10 panelsTransit : 2 MRT lineAirport : 3 terminals

Expand media coverage in Malaysia and Indonesia

3.STRATEGIC PARTNERSHIP

Strengthen alliance and partnership network to

build our competitive advantage 1-2 additional M&A

After combined with Multi Sign & Comass, MACO now have 30% market share in

outdoor media

1.DIGITISATIONTo convert static media to digital media in potential areas in order to reach customers’ need and gain more interaction with audiences.

100%static

To have 50 digital screens in our portfolio

21 screensIn 2017

50 screensIn 2018

4.ADAPTIVE MEDIA CAMPAIGN

Create value added media through Rabbit’s data driven

Multi-platform Big Data

MACO VGIMulti SignCo-Mass

RABBITTransadRoctec



No. of location 177 office buildings

Digital Media 1,374 screens


Advertising: Office Building & Residential MediaNo.1 in Office Building and Residential Media

21

OFFICE BUILDING AND RESIDENTIAL MEDIA PROFILE OUR PRODUCTS

• Exclusive rights to manage advertising space in office buildings throughout Bangkok CBD:-

RIGHTS & NETWORK

• Office buildings: 3-5 years• Residential buildings: 3 years

LENGTH OF CONTRACT

• Office buildings: Revenue sharing & fixed rates• Residential buildings: Revenue sharing

CONCESSION FEE

KEY FINANCIAL HIGHLIGHTS

• Exclusive sale agent for ARTISTA media:-No. of location 314 residential buildingsDigital Media 754 screens


19

76 79

145 149 163201

227 238

2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16 2016/17 2017/18

I. MEDIA INSIDE ELEVATORS AND OFFICE BUILDING AREAS

II. MEDIA INSIDE ELEVATORS AND RESIDENTIAL BUILDING AREAS

REVENUE CAGR (8 YRS) : 37.2%

VGI bundled office building networks and sold in package. The sale strategy has proven to be successful as evidence in historical revenue record.


8.6%



-

50

100

150

200

250

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018F 2019F 2020F

CBD ('000 sq.m.) Non CBD ('000 sq.m.)

• Working people and Family• Middle Income• Grade B residential buildings in Bangkok

• White collar workers• Middle – High Income• Grade A& B office buildings in Bangkok

• Grade C office and residential buildings• Middle Income• Upcountry market

Advertising: Office Building & Residential MediaUpside from our existing office assets base and new office & residential supply

22

NEW OFFICE SUPPLY IN BANGKOK

Expected of 583,700 sq.m. new office supply during 2018 – 2020

TO DOMINATE OFFICE BUILDING MARKET IN BANGKOK

Our network is currently concentrated in CBD

WELL-POSITIONED TO SECURE PARTNER’S REMAINING CONDO.

Expand the media coverage through all partner’s condominiums comprising of LPN, AP and Grand U as well as new partners

CAPTURING ALL CONSUMER PROFILE INCOME AND GEOGRAPHIC

Expand our viewer based by tapping into Grade C and upcountry market

Office Building

Residential

TO BE CAPTURED

VGI’s office building network

Bangkok CBD

Potential buildings

50%

50%

Total 439 Buildings

ARTISTA’s network

Source: Artista Media

583,700 sq.m.

Source: CB Richard Ellis (Thailand) Co., Ltd.



39 42 45 49 50 43 49 57 61 7598

122137 148

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Strong growth is expected mainly driven by an increasing in air traffic which will directly facilitating Aero Media’s performance.

HISTORICAL NUMBER OF PASSGENGERS

Source: Airport of Thailand PLC and Department of Airport, Thailand

AERO MEDIA’S PRODUCTSAVIATION MEDIA PROFILE

No. of location 15 airportsDigital Media 361 LEDs screensStatic Media 57 jet bridges

2,500 trolleys77 billboards

Media on plane 31 planes of Thai Lion Air15 planes of Air Asia20 planes of Nok Air4 planes of Nok Scoot Air

Website management All websites of AOT airports

RIGHTS & NETWORK

• Rights to manage advertising space across 14 airports in Thailand, and 1 airport in Myanmar


Investment: 30.0% in Aero Media Group Co., LtdAccounting Method: Equity sharing

• 3 – 5 years on average

LENGTH OF CONTRACT

13YRS CAGR: 10.7%

I. LEDS SCREEN

III. JET BRIDGES

IV. TROLLEYS V. WEBSITE MANAGEMENT

Advertising: Aviation MediaNo. 2 in Aviation Media

23

II. MEDIA ON PLANE



Advertising: Activation MediaNo. 1 in Thailand

24

ACTIVATION MEDIA PROFILE

RIGHT AND NETWORK

• Right to manage the entire process of demonstration service in a thousands of locations nationwide.


Investment: 40.0% in Demo Power (Thailand)Accounting Method: Equity sharing

DEMO POWER SERVICES, PARTNERS AND BRANDS

Non-exclusivity location: > 650 stores

Exclusivity locations: > 360 stores

I. SERVICES

II. BUSINESS PARTNERS

III. BRANDS

No. of location >1,000 stores

Audience interaction >40mn people/ year

Consumer journey Retail (Supermarkets & Hypermarkets)

Transit (BTS & MRT)

Work (Offices, Factories and Exhibitions)

Leisure (Malls & Cinemas)

Demo Power is the largest trial and demonstration service company in Thailand, covering a nationwide network with more than 10 years experience in demonstration business.

UPSIDE: ADDITIONAL CONSUMER INTERACTION (PEOPLE/DAY)

Potential expansion on VGI’s existing network both commercial space on BTS stations and office buildings

>110,000 >100,000

>740,000

>800,000

Demo Power Demo Power + Upside from VGI

15.0X increased

BTS

Office Building

Demo Power

>1,600,000



PaymentOffline and Online Payment

25

OFFLINE PAYMENT: RABBIT CARD


Investment: 90.0% in Bangkok Smart Card System (BSS)Accounting Method: Consolidation

PAYMENT PRODUCTS

I. RABBIT CARD

II. RABBIT LINE PAY

A contactless smart card to make electronic payments across Bangkok’s mass transit network and participating brick-and-mortar merchants.

A mobile e-wallet solution embedded in the leading chat messenger application.

Current 2020

Rabbit Cards 9.8mn >15.0mn

Retailer Points > 6,400 >10,000

Current 2020Line Users 45.0mn >55.0mn

Rabbit Line Pay Users 4.5mn >10.0mn

Online Merchants > 1,000 >1,500

CURRENT VS FUTURE’S RIGHT AND NETWORK

ONLINE PAYMENT: RABBIT LINE PAY


Investment: 24.0% in Rabbit Line Pay1

Accounting Method: Equity sharing

CURRENT VS FUTURE’S RIGHT AND NETWORK

1 The JV between Rabbit Pay System 50% and other 50% held by 1) 24.99% held by LINE Biz+ Pte. Ltd. 2) 25.01% held by LINE Company (Thailand)

Section 4.2: Payment


PaymentDigital Services Business

26

ONLINE INSURANCE BROKER SERVICE PRODUCTS

I. ONLINE INSURANCE BROKERInsurance aggregator services on Rabbit Finance website and also a licensed broker for insurance products.


Investment: 27% in Rabbit Internet (RI)Accounting Method: Consolidation1

1 BSSH can consolidate RI financial performance as they invested 25% in equity and 30% in convertible loan.

CURRENT VS FUTURE’S SERVICE AND NETWORK

• Rabbit offers personal insurance comprised of Car, Life, Health and Travel insurance

MICRO LOAN THROUGH THE JOINT VENTURE WITH AEON


Investment: 46% in ATSAccounting Method: Equity sharing

CURRENT VS FUTURE’S SERVICE AND NETWORK

• Rabbit offers micro loans through its partnership with AEON

II. AEON RABBIT MEMBER CARD

Insurance companies in-services

Current 2020

Outstanding Loan >THB 1,529mn >THB 4,000mn

Section 4.2: Payment


LogisticsParcel Delivery Services

DELIVERY SERVICES PORTFOLIO SERVICES PRODUCTS


Investment: 23% in Kerry ExpressAccounting Method: Equity Sharing

SERVICES CHANNEL

Kerry is the No. 1 parcel delivery services in Thailand, delivering more than 1,000,000 parcels per day and has more than 4,000 retail service points nationwide.

B2B delivering parcels from company to various places such as financial institutions, law firm, retail shops and etc.

B2C delivering parcels from e-market place to the individual

shoppers

C2C delivering letters and parcels from online retailers to individual consumers

• Deliver more than 1,000,000 parcels per day

• 900 distribution centers

• 700 parcel shops in Bangkok, Central and East

• 4,000 retail service points at alliance shops such as

NETWORK

Section 4.3: Logistics 27


LogisticsKerry Express’s six-year milestones

28

20128,000 packages shipped per day

30DCs in ThailandEmployed 200 people



First parcel shop in Asok



10 parcel shops in Bangkok


230DCs in ThailandEmployed 2,500 people

90 parcel shops in Bangkok, Central and East

20181,000,000 packages shipped per day


700 parcel shops in Bangkok, Central and East4,000 retail service points nationwide

Section 4.3: Logistics



35 parcel shops in Bangkok


Agenda

29











Appendices


O2O ShowcasesRight audience, at the right time, at every touchpoint of their journey

30

Walking pass by McDonald’s Advertising

Out-of-Home and Online media syncronisation

McDonald's Promotion on BillboardBesides BTS, we have other OOH media to reach wider audience

McDonald’s Promotion on FacebookOur big data enables the target

audiences to see the same advertisement both OOH and Online

Being notified McDonald's Promotion via LINEDirectly push to LINE Official Account users nearby the brand’s beacon.

Grabbing Meal at the shop on BTS station, Paying by Rabbit LINE Pay.

Payment made easy by Rabbit LINE Pay.

Going to work via BTSGet behavioral data from Rabbit Card.

Section 5: O2O Showcases


O2O ShowcasesOver 1,000 registrations, targeted with our insurance and credit card data

31

Objective:• To promote new Citi bank’s credit card

Communication channels:• Offline: OOH advertising, activation booth and event• Online: Facebook, programmatic, email and SEM bridged by

Rabbit Data

Target audience:• Occupation: Office workers • Gender: Male and Female• Age: 25 – 55 years old• Income: Medium to high• Lifestyle: Travel oversea and shopping

Results:

STATION SPONSORSHIP CAMPAIGN

5,000 - 10,000 leads per month

1,100 Citi credit card registered in 2 months

Highest conversion rate among all lead gen providers



O2O ShowcasesCombining physical and digital channels drives higher conversion rate

32

Objective:• To encourage activity participation by targeting BTS passengers

Communication channels:• Offline: OOH advertising and activation booth • Online: Facebook and programmatic bridged by Rabbit Data

Target audience:• Gender: Male and Female• Age: 18 – 44 years old

Results after 21 days campaign:

OFFLINE-TO-ONLINE (O2O) CAMPAIGN

Delivered 1,500 leads

Achieved 12,000 clicks

O2O conversion rate 12.9%



O2O ShowcasesDelivering marketing solutions synergy through logistics platform

33

Retarget high prospect customers online

Locate the right target audience and drive product awareness with

100% viewability

Encourage trial at the perfect at home environment

Obtain product user feedback for actionable marketing insights(3-5% of conversion rate vs. 0.5% of market rate)

SMART SAMPLING THROUGH KERRY EXPRESS

Delivering more than 110,000 smart samplings since its soft launch in end of August 2018.



Agenda

34











Appendices


VGI Financial Performance

35

2014/15 2015/16(restated)

12016/17 2017/18 YoY (%)

INCOME STATEMENT (THB mn)

Operating Revenue 2,963 2,341 3,052 3,936 29.0%

Transit Media 1,805 1,793 1,865 2,262 21.3%

Outdoor Media - - 550 958 74.3%

Office Building & Other Media 189 240 266 338 27.3%

Modern Trade Media2 969 50 - - -

Digital Services - 258 371 378 1.9%

Cost of sales 1,325 881 1,269 1,535 21.0%

Gross profit 1,638 1,461 1,783 2,401 34.7%

EBITDA 1,225 1,391 1,356 1,691 24.6%

Net profit 838 941 826 846 2.4%BALANCE SHEET (THB mn)

Total assets 3,286 5,563 7,985 9,617

Total liabilities 1,457 1,728 4,880 3,699

Interest bearing debt 762 446 2,957 1,763

Total shareholders' equity 1,829 3,835 3,105 5,917CASH FLOW (THB mn)

Cash from operating activities 1,070 732 957 1,272

Capital expenditures (521) (207) (311) (549)PER SHARE DATA (THB/ share)

Earnings per share 0.1 0.1 0.1 0.1

Dividend per share 0.2 0.1 0.1 0.1

Book value per share 0.3 0.6 0.5KEY RATIOS

Gross profit margin (%) 55.3% 62.4% 58.4% 61.0%

EBITDA margin (%) 41.4% 59.4% 44.5% 43.0%

Net profit margin (%) 28.3% 40.2% 27.1% 21.5%

Debt to equity (times) 0.3x 0.1x 1.0x 0.3x

ROA (%) 27.8% 19.1% 12.2% 9.6%

ROE (%) 44.3% 31.6% 23.8% 26.9%

Section 6: 2017/18 Financial Performance

1The Company restated 2015/16 financial performance after the consolidation of Rabbit Group under the common control basis.2The Company terminated the Modern Trade Media business in 4Q 14/15. Therefore, this business unit will no longer generate revenue from 2Q 15/16 onwards.

TRANSITTHB 2,262mn

57.5%

9.6%

DIGITAL SERVICESTHB 378mn

8.6%

OFFICE & OTHERTHB 338mn

24.3%

OUTDOORTHB 958mn

THB 3,936mn

• Revenue expansion by 29.0% YoY driven by all business segments and synergies from Offline-to-Online (O2O) solutions.

• Better Gross profit margin from operational efficiency and cost management especially in Outdoor media and Digital services segment. (Cost-to-sales ratio decreased to 39.0% from 41.6%).

• EBITDA rose as a result of the substantial improved revenue.

• Adjusted net profit increased by 27.7% YoY mainly due to higher revenue despite 1) an increase in concession fee of Transit media from 5% to 10% and 2) higher interest expenses.


Agenda

36











Appendices


2Q 2018/19 Highlights

37

Revenue of THB 1,208mn

+23.5% YoY

Offline Payment

9.8mn cards

Online Payment

4.5mn Rabbit LinePay users

Micro Loan Services

THB 1,529mn

Logistics

>70,000 smart samplings

Profitability

55.5% Gross profit margin

41.5% EBITDA margin

21.5% Net profit margin

Net Profit of THB 260mn

+28.8% YoY

FINANCIAL PERFORMANCE

KEY OPERATION METRICS

Office

177 office buildings

1,374 digital screens

Outdoor

2,400 billboards

35 digital billboards

AD

Section 7: 2Q 2018/19 Financial in More Detail & Business Update


PROFIT AND LOSS STATEMENT

2Q 2018/19 Overview

38

• Revenue increase by 23.5% YoY mainly driven by 1)encouraging growth in the Out-of-Home media sector and 2) the consolidation of Trans.Ad Group

• Gross profit increased by 13.5% YoY, while its margin decreased to 55.5% due to the higher cost structures from Trans.Ad Group

• EBITDA increased by 12.9% YoY as a result of the continuously positive performance as well as the Group’s strategic expansion.

• Net profit increased by 28.8% YoY due to robust performance and a recognition of a share of profit from Kerry Express

1As shown in financial statement, excluding minority interest.

KEY FACTORS

(THB mn) 2Q 2017/18 1Q 2018/19 2Q 2018/19 QoQ (%) YoY (%)

Operating revenue 978 1,077 1,208 12.2% 23.5%

Cost of sales 387 392 537 37.1% 38.7%

Gross profit 591 685 670 -2.1% 13.5%

EBITDA 444 507 501 -1.2% 12.9%

EBIT 333 384 380 -1.1% 14.1%

Interest expenses 25 15 18 18.6% -27.8%

Taxes 83 82 76 -7.3% -8.6%

Net Profit1 202 261 260 -0.4% 28.8%

Gross profit margin 60.4% 63.6% 55.5%

EBITDA margin 45.4% 47.1% 41.5%

Net profit margin 20.6% 24.3% 21.5%

Note: Trans.Ad Group comprises of 1) Trans.Ad Solutions Company Limited and 2) Roctec Technology Limited.

2Q 2018/19 REVENUE CONTRIBUTION

TRANSITTHB 535mn

44.3%

24.7%

DIGITAL SERVICESTHB 299mn

9.0%

OFFICE & OTHERTHB 109mn

22.0%

OUTDOORTHB 266mn

THB 1,208mn



232 265

291 284 266

2Q 3Q 4Q 1Q 2Q

TRANSIT MEDIA REVENUE (THB mn) OFFICE & OTHER MEDIA REVENUE (THB mn)

Revenue by Business Units

39

OUTDOOR MEDIA REVENUE (THB mn) DIGITAL SERVICES REVENUE (THB mn)

+14.4% YoY

87 84 110 80

299

2Q 3Q 4Q 1Q 2Q

+243.6% YoY

576 548 618 620

535

2Q 3Q 4Q 1Q 2Q

-7.2% YoY

2017/18 2018/19

83 81 108

93 109

2Q 3Q 4Q 1Q 2Q

+31.7% YoY

Higher utilisation rate as well as price increases.

Driven by the ongoing revenue recognition of 35 digital screens. Driven by the consolidation of Trans.Ad Group by MACO and the increase in project management fees of Rabbit Group.

A decline mainly due to expiry O2O contracts (normal budget-end period). Expected normalised booking levels in remaining quarters.

2017/18 2018/19

2017/18 2018/19 2017/18 2018/19



Balance Sheet & Cash Flow

40

ASSETS BREAKDOWN (THB mn)

CASH FLOW (THB mn)

LIABILITY & EQUITY BREAKDOWN (THB mn)

5,927

12,5413,705

7,582

31 MAR 18 30 SEP 18

37.7%

62.3% Non-current assets

Current assets

38.5%

61.5%

20,123

9,632

Actual Target

1H 18/19 FY 18/19

Transit Media 72 300

Office & Others Media 26 100

Total VGI 98 400

Outdoor Media 40 450

Digital Services 23 150

Total VGI, MACO & Rabbit 161 1,000

CAPEX (THB mn)

IB Debt THB 1,763mn THB 1,629mn

D/E ratio 0.3x 0.1x

Equity

5,926

16,0881,658

1,647

2,048

2,388

31 MAR 18 30 SEP 18

Non-current liabilities Current liabilities

61.5%

17.2%21.3% 79.9%

8.2%11.9%

20,123

9,632

*After tax and net tax refund (THB -153mn) and interest expense (THB -33mn)**Included translation adjustment of (THB 2.3mn)

757

Beginning cash(Restated)

(31/3/2018)

CFO CFI CFF Ending cash(30/9/2018)

547*8,657**

(7,329)

CFI CFF

2,632

Cash paid for investment in Kerry Express of THB 5,016mn

Cash received from proceeds from VGI-W1 of THB 8,615mn



AdvertisingEmpowering digital strategy through strategic partnership

41Section 2: Key Business and Strategic

TRANS.AD GROUP’S BUSINESS OVERVIEW and STRUCTURE

81.65%

89%

100%

MACO

Eye on Ads

Trans.Ad

Roctec

Multimedia display systems provider

Provider of multimedia & communications systems, system integrations and total network infrastructure

Trans.Ad Group LCD in Stations and Buildings

Platform Screen Door

Control System & Media Management

Passenger Information

LED outdoor


AdvertisingEmpowering digital strategy through strategic partnership

42

Hong KongMTR

Hong Kong International Airport

SingaporeSMTR

TRANS.AD GROUP’S KEY CLIENTS

Section 2: Key Business and Strategic

ENTERPRISE PORTFOLIOS SAMPLE GOVERNMENT AND EDUCATIONAL PORTFOLIOS SAMPLE


AdvertisingDigital transformation project

43Section 2: Key Business and Strategic

No. of screen: 5 screens

Where: Chong Non Si

When: 3Q 2018/19

No. of screen: 35 screens

Where: Chong Nonsi, Phrom Phong, Sala Dang and Asok

When: 2Q 2019/20

PHASE 1 PHASE 2


PaymentRevamping ‘More-tap’ to the ‘Wallet’ page in LINE application

• More steps to reach

• Less features

• One click to ‘Wallet’ feature in LINE app.

• Add BTS function to provide a smarter and easier journey on BTS.

So easy!

USER INTERFACE – OLD VERSION USER INTERFACE – NEW VERSION

Section 2: Key Business and Strategic 44


2.9 3.1 3.2

3.4

3.8

4.24.5

5.3

Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Mar-19

PaymentAccelerate growth in user base

45

Rabbit Card circulation reached 9.8mn cards. Nearly achieving its full-year target of 10.5mn cards.

Rabbit LinePay serves more than 4.5mn users, an increase of 55.2% in less than 6 months.

9.09.1 9.2

9.39.4

9.69.8

10.5

Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Mar-19

FYTarget

FYTarget

Section 2: Key Business and Strategic

RABBIT CARD RABBIT LINEPAY

+9.3%+55.2%

partnership with AIS Single e-wallet with BTS and Rabbit Card


Agenda

46











Appendices


Company Structure

47

BTSG

VGI

• 41.0% Kanjanapas Family• 59.0% BTSG’s Minorities

BTSC97.5%

25.7% 45.0%

Appendix: Company Structure

Public

29.3%

VGI Advertising

Media

100%

888 Media

100%

POV

100%

MACO

30.4%

Aero Media

30%

BSS

90%

BSSH

90%

Demo Power

40%

Group Work

VGM

100%

The ICON VGI

25%

SupremoMedia

PBSB

25%

20%

25%

Kerry Express

(Thailand)

23%

As of September 2018


52.2%

10.5%

10.5%

1.8%

20%

49%

30%

80%

51%

49%

49%

33.3%

33.3%

33.3%

51%

51%

Rabbit’s Company Structure

48

Rabbit Internet

Rabbit Pay System

ATS

Rabbit Insurance Broker

ASK Direct Group

Theory

Mavericks

Som-O 1984

Mr. Pongpaichayont T.

Kerry Logistics(Thailand)

AEONTS

Rabbit Line Pay

BTSG

BTSC

VGI

BSS Bangkok Bank97.5%

25.7% 90%

90% 10%

10%

BSSH

LINE Biz + PteLINE Company (Thailand)

AIS/ mPay

Appendix: Rabbit’s Company Structure

45.0%

As of September 2018


Organisation Structure

49

Board of Directors

Company Secretary

Audit Committee

Executive Committee

Nomination and Remuneration

Committee

Internal Audit Office

Chief Operating Officer

Chief Sales OfficerChief Technology

OfficerChief Financial

OfficerChief Legal and

Compliance Officer

Advisory Board

Corporate GovernanceCommittee

Appendix: Organisation Structure

Chief Executive Officer


Transit Media Products

50

I. TRAIN

II. STATION III. MERCHANDISING

Appendix: Transit Media Products


Transit Media ProductsStation Sponsorship Campaign

51Appendix: Transit Media Products


Office & Residential Media Products

52

I. MEDIA INSIDE ELEVATORS AND OFFICE BUILDING AREA

II. MEDIA INSIDE ELEVATORS AND RESIDENTIAL BUILDING AREA

Appendix: Office & Residential Media Products


Outdoor Media Products

53

II. STREET FURNITURE III. CREATIVE PRODUCTION

I. BILLBOARD

Appendix: Outdoor Media Products


Aviation Media Products

54

I. LED SCREEN

II. JET BRIDGES III. WEBSITE MANAGEMENT

Appendix: Aviation Media Products


Activation Services

55Appendix: Activation Media Services


VGM Business Overview

56

Outdoor OtherAirportTransit Cinema & Retail

Titanium Compass (TCSB)PT Avabanindo Perkasa (AVA)

Meru Utama (MUSB) Focus Media (Network) (FMN)Point cast (M) (PCSB)

Redberry Outdoors (RBO)Ten Plus Recourses (TPSB)

Puncak Berlian (PBSB)Redberry Media (RMSB)Nova Berry (NBSB)

AVA: Holds 20-year advertising concession for MRT system in Indonesia (North – South Line)

MUSB:Holds 7 years concession for manage advertising space in KL International airport 1 and 2 and SenalAirport

PCSB: Operates the media at payment cashiers in major hypermarket stores throughout Malaysia

RBO: Operates media on buses in KL and Penang and manage billboards on KAJANG SILK Highway and Duta Ulu-Kelang Expressway

PBSB: Investment Holding CompanyRMSB: Investment Holding Companyand MOF License

HolderNBSB: No operation at the present

MUSB:354 static panels3 Aero trains114 panels of link bridge158 panels of PBL285 Digital screen

TCSB:31 MRT stations58 trains 232 carriages

AVA:13 MRT stations16 trains 96 carriages

En

tity

Bu

sin

es

s/C

on

ce

ssio

nN

etw

ork

FMN:2 large LED screens37 cinema locations 302 cinema halls

PCSB:52 supermarkets 875 screens80 office buildings

RBO:11 static billboards 918 buses in KL and Penang14 KTM train stations

TPSB:45 street bunting panels

FMN: Operates advertising in 3 cinema chains and digital media business in office building

TCSB: Holds 10-year advertising concession in the MRT SBK Line in Malaysia

TPSB: Manages digital billboard (E-bunting) in Malaka state, Malaysia

Appendix: VGM Business Overview


VGM Shareholding Structure

57

PRE-TRANSACTION POST-TRANSACTION

VGI

VGM

PBSB

TCSB FMN RBO PCSB

MUSB RMSB TPSB NBSB

SenandungSonik

Tea FM

75.0%

25.0%

40.0% 83.86% 89.98% 100.0%

74.81% 49.0% 90.0% 100.0%

50.0% 30.0%

30.0%

25.1%

AVA

25.0%10.0%

MACO

25.0%

*Transit Media in Indonesia

VGI

VGM

PBSB

TCSB FMN RBO PCSB

MUSB RMSB TPSB NBSB

SenandungSonik

Tea FM

100.0%

25.0%

40.0% 83.86% 89.98% 100.0%

74.81% 49.0% 90.0% 100.0%

50.0% 30.0%

19.0%

11.0%1

2

3

1. PBSB holds 11% of TCSB for and on behalf of VGM under the Declaration of Trust2. Prior to transaction, VGI will transfer its beneficial interest in 19% of TCSB to VGM3. Prior to transaction, VGM must obtain 10% of AVA and PBSB must obtain 25% of AVA

Appendix: VGM Shareholding Structure


Bangkok Rail Mass Transit Master Plan515km* by 2029, 24% share of mass transit commute by 2037

58

Sources: Office of Transport and Traffic Policy and Planning, Bangkok Metropolitan Administration

Appendix: Bangkok Rail Mass Transit Master Plan

Seoul 51% Hong Kong 49% Tokyo 48% Singapore 46% Guangzhou 17% Bangkok 6%

RAIL MASS TRANSITMARKET SHARE

Source: OTP, Singapore’s Land Transport Authority, Hong Kong’s Transport Department, MTR Corporation Limited, SMRT Corporation Limited, Japan Statistic Bureau

Tokyo 42.0 Singapore 39.4 Hong Kong 34.9 Bangkok 10.2

RAIL TRACK LENGTH PERVASION(per million population)

Source: United Nations Statistics Division, BTSC, BMCL, MTR Corporation Limited, SMRT Corporation Limited, official websites of rail mass transit system in major cities


Malaysian Mass Transit Map

59

SBK Line

Operated

Line

Appendix: Malaysia Mass Transit Map


VGI and MACO Top20 Customer Profile

60

VGI: CUSTOMER TYPE

MACO: CUSTOMER TYPE

77.4%

22.6%

Agency

Direct customer

70.0%

30.0%

VGI: TOP BRAND

MACO: TOP BRAND

Appendix: VGI and MACO Top20 Customer Profile

Agency

Direct customer

http://www.google.co.th/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwidz5ijtqjSAhXMO48KHVqeCOMQjRwIBw&url=http://vivaki.md/advertising-agency/zenithoptimedia/&bvm=bv.147448319,d.c2I&psig=AFQjCNFu09CELdJRk0NoDkKDbBwfEvJ9Qw&ust=1488014960146331

http://www.google.co.th/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwidz5ijtqjSAhXMO48KHVqeCOMQjRwIBw&url=http://vivaki.md/advertising-agency/zenithoptimedia/&bvm=bv.147448319,d.c2I&psig=AFQjCNFu09CELdJRk0NoDkKDbBwfEvJ9Qw&ust=1488014960146331

http://www.google.co.th/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwjL28i7tqjSAhUJr48KHRNlCPwQjRwIBw&url=http://caanz.co.nz/agencies/starcom-nz/&bvm=bv.147448319,d.c2I&psig=AFQjCNHhKasqArpjXw0a3m_JyPX3iwSDKQ&ust=1488015128712863

http://www.google.co.th/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwjL28i7tqjSAhUJr48KHRNlCPwQjRwIBw&url=http://caanz.co.nz/agencies/starcom-nz/&bvm=bv.147448319,d.c2I&psig=AFQjCNHhKasqArpjXw0a3m_JyPX3iwSDKQ&ust=1488015128712863

http://www.phdmedia.com/

http://www.phdmedia.com/


Warrant Issuance and Stock Dividend

61

VGI-W1: KEY TERMS & CONDITIONS

STOCK DIVIDEND

TICKER VGI-W1

TERMS 4 Years

EX-RIGHTS DATE 9 July 2014

ISSUANCE DATE 1 Aug 2014

EXPIRATION DATE 1 Aug 2018

EXERCISE PERIOD Quarterly basis

WARRANT PRICE Free

ALLOCATIONTo existing shareholders at the ratio of 4 VGI existing shares : 1 VGI-W1

NO. OF WARRANTS Up to 1,715,572,328 Units

EXERCISE RATIO 1 VGI-W1 to 1 ordinary share of VGI

EXERCISE PRICE THB 7.00

Expected maximum proceeds THB 12,011mn

Total amount from proceeds THB 6,818mn

1:1 STOCK DIVIDEND (INCREASING CAPITAL)

No. of allocated shares 3,431,975,575 shares

Total shares after increasing capital 6,863,978,450 shares

STOCK AND CASH DIVIDEND

Ratio of stock dividend payment 1 VGI existing share: 1 stock dividend or at rate of

THB 0.10 per share

Cash dividend payment THB 0.011111111111 per share

XD Date 17 Mar 2015

Payment Date 31 Mar 2015

Appendix: Warrant Issuance and Stock Dividend

VGI-W2: KEY TERMS & CONDITIONS

TICKER VGI-W2

TERMS 4 Years

EX-RIGHTS DATE 14 Aug 2018

ISSUANCE DATE 11 Sep 2018

EXPIRATION DATE 10 Sep 2018

EXERCISE PERIOD Quarterly basis

WARRANT PRICE Free

ALLOCATIONTo existing shareholders at the ratio of 5 VGI existing shares : 1 VGI-W2

NO. OF WARRANTS 1,711,334,815 units

EXERCISE RATIO 1 VGI-W2 to 1 ordinary share of VGI

EXERCISE PRICE THB 10.00

Expected maximum proceeds THB 17,113mn


Timeline of Upcoming Transit Lines

62Appendix: Timeline of Upcoming Transit Lines

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