Schedule of Shareholders' meeting

Subject                                  : Schedule of Annual General Meeting of
 Shareholders
Date of Board resolution                 : 29-May-2026
Shareholder's meeting date               : 24-Jul-2026
Beginning time of meeting (hh:mm)        : 13 : 30
Record date for the right to attend the  : 19-Jun-2026
meeting
Ex-meeting date                          : 18-Jun-2026
Significant agenda item                  :
  - Omitted dividend payment
  - Capital increase
  - The issuance of convertible securities
  - Changing / renewal of the term of the director(s)
  - To consider and approve the amendment of Article of the Company's Memorandum
 of Association to reflect the capital reduction
Type of meeting                          : Physical meeting
Venue of the meeting                     : Phayathai Grand Ballroom, 6th Floor, 
Eastin Grand Hotel Phayathai, No. 18 Phayathai Road, Thung Phayathai
Subdistrict, Ratchathewi District, Bangkok 10400

Agenda Item                              : 1
Agenda Detail                            : Message from the Chairman to the 
Meeting
Type                                     : To acknowledge

Agenda Item                              : 2
Agenda Detail                            : To consider and acknowledge the 
report on the results of the Company's business operation for the fiscal year
ended March 31, 2026
Type                                     : To acknowledge

Agenda Item                              : 3
Agenda Detail                            : To consider and approve the Company 
and its subsidiaries' report and consolidated financial statements for the
fiscal year ended March 31, 2026
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve the Company and
its subsidiaries' report and consolidated financial statements for the fiscal
year ended March 31, 2026.

Agenda Item                              : 4
Agenda Detail                            : To consider and approve no dividend 
payment for the fiscal year ended March 31, 2026
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve no dividend
payment for the fiscal year ended March 31, 2026.

Agenda Item                              : 5
Agenda Detail                            : To consider and approve the 
utilization of the share premium to offset the deficit in the Company's separate
 financial statements
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve the utilization
of the share premium in the amount of Baht 6,202,905,818 to offset the deficit
in the Company's separate financial statements for the fiscal year ended March
31, 2026, in the amount of Baht 6,202,905,818. Following this utilization, the
Company's separate financial statements will reflect the deficit in the amount
of Baht 1,487,123,074, with no remaining balance in the share premium account.

Agenda Item                              : 6
Agenda Detail                            : To determine the directors' 
remuneration
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and determine the directors'
remuneration as follows:
(1) To pay the monthly remuneration and meeting allowance at the same rates as 
the previous year; and
(2) To acknowledge no bonus payment for the directors' performance for the 
fiscal year ended March 31, 2026. (Remark: No bonus payment for the directors'
performance for the fiscal year ended March 31, 2025).

Agenda Item                              : 7
Agenda Detail                            : To consider the election of directors
 to replace those who will retire by rotation
Type                                     : To Consider and approve
Board's Resolution                       : Resolved (by the directors having no 
conflicts of interest) to propose to the 2026 Annual General Meeting of
Shareholders to consider and approve the re-election of the following three
directors who are due to retire by rotation at the 2026 Annual General Meeting
of Shareholders for another term of office:
(1) Mr. Kavin Kanjanapas - Director
(2) Mr. Rangsin Kritalug - Director
(3) Dr. Karoon Chandrangsu - Independent Director

Agenda Item                              : 8
Agenda Detail                            : To consider an increase in the number
 of directors and the election of a new director
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve an increase in
the number of directors from 11 to 12, and the election of Dr. Atchaka
Sibunruang as an independent director of the Company.

Agenda Item                              : 9
Agenda Detail                            : To consider and approve the 
appointment of auditors and the determination of audit fee for the fiscal year
ending March 31, 2027
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve the appointment
of auditors from EY Office Limited as the Company's auditors for the fiscal year
ending March 31, 2027, where any of the following auditors will be authorized
to review and give opinions on the Company's financial statements, namely:
(1)	Mr. Preecha Arunnara, Certified Public Accountant (Thailand) No. 5800; 
and/or
(2)	Mr. Vatcharin Pasarapongkul, Certified Public Accountant (Thailand) No. 
6660; and/or
(3)	Mr. Serm Brisuthikun, Certified Public Accountant (Thailand) No. 9452.
In addition, a resolution was passed to propose to the 2026 Annual General 
Meeting of Shareholders to consider and approve the audit fee of the Company for
the fiscal year ending March 31, 2027, in the amount not exceeding Baht 7.16
million and to inform the 2026 Annual General Meeting of Shareholders that, for
the fiscal year ending March 31, 2027, the auditors from EY Office Limited will
be the auditors of 91 subsidiaries of the Company, with 17 subsidiaries
appointing other auditors as its auditors. The preliminary audit fee for 108
subsidiaries is in the amount of approximately Baht 79.5 million,

Agenda Item                              : 10
Agenda Detail                            : To consider and approve the issuance 
and allocation of warrants to the executives and employees of the Company and
its subsidiaries under the BTS Group ESOP 2026 Scheme
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve the issuance and
allocation of warrants to the executives and employees of the Company and its
subsidiaries under the BTS Group ESOP 2026 Scheme under the name "Warrants to
Purchase the Ordinary Shares of BTS Group Holdings Public Company Limited issued
to the Executives and Employees of the Company and its Subsidiaries No. 10
(BTS-WJ)" (the "BTS-WJ Warrants") in the amount of not exceeding 30,000,000
units, at no cost, the details of which are as set out in Enclosure 1, and the
delegation of power to the Company's Board of Directors and/or the Executive
Committee to undertake any other actions that are necessary or relevant to the
issuance and allocation of the BTS-WJ Warrants as appropriate.

Agenda Item                              : 11
Agenda Detail                            : To consider and approve the reduction
of the Company's registered capital by Baht 120,000,000.00 from the existing
registered capital of Baht 75,723,577,852.00 to Baht 75,603,577,852.00 by
cancelling 30,000,000 authorized but unissued shares of the Company with a par
value of Baht 4 per share
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve the reduction of
the Company's registered capital by Baht 120,000,000.00 from the existing
registered capital of Baht 75,723,577,852.00 to Baht 75,603,577,852.00 by
cancelling 30,000,000 authorized but unissued shares of the Company with a par
value of Baht 4 per share reserved to accommodate the exercise of the warrants
to purchase the ordinary shares of BTS Group Holdings Public Company Limited
issued to the executives and employees of the Company and its subsidiaries No. 9
 (BTS-WI), which have not been issued and allocated.

Agenda Item                              : 12
Agenda Detail                            : To consider and approve the amendment
of Clause 4. of the Memorandum of Association of the Company to be in line with
 the reduction of the Company's registered capital
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve the amendment of
Clause 4. of the Memorandum of Association of the Company to be in line with the
 reduction of the Company's registered capital.

Agenda Item                              : 13
Agenda Detail                            : To consider and approve the increase 
of the Company's registered capital by Baht 120,000,000.00 from the existing
registered capital of Baht 75,603,577,852.00 to Baht 75,723,577,852.00  by
issuing 30,000,000 new ordinary shares with a par value of Baht 4 per share
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve the increase of
the Company's registered capital by Baht 120,000,000.00 from the existing
registered capital of Baht 75,603,577,852.00 to Baht 75,723,577,852.00 by
issuing 30,000,000 new ordinary shares with a par value of Baht 4 per share to
accommodate the exercise of the BTS-WJ Warrants. Details of the increase of the
Company's registered capital are as set out in the Enclosure 2.

Agenda Item                              : 14
Agenda Detail                            : To consider and approve the amendment
of Clause 4. of the Memorandum of Association of the Company to be in line with
 the increase of the Company's registered capital
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve the amendment of
Clause 4. of the Memorandum of Association of the Company to be in line with the
increase of the Company's registered capital. Details of the increase of the
Company's registered capital are as set out in the Enclosure 2;

Agenda Item                              : 15
Agenda Detail                            : To consider and approve the 
allocation of the newly issued ordinary shares to accommodate the exercise of
the warrants issued to the executives and employees of the Company and its
subsidiaries under the BTS Group ESOP 2026 Scheme
Type                                     : To Consider and approve
Board's Resolution                       : Resolved to propose to the 2026 
Annual General Meeting of Shareholders to consider and approve the allocation of
the Company's newly issued ordinary shares in the amount not exceeding
30,000,000 shares with a par value of Baht 4 per share to accommodate the
exercise of the BTS-WJ Warrants, whereby the exercise price of the BTS-WJ
Warrants is not lower than the par value of the Company's shares and is higher
than the market price as set out in Enclosure 1, and the delegation of power to
the Company's Board of Directors and/or the Executive Committee to undertake any
actions that are necessary for or relevant to such allocation of the newly
issued ordinary shares as appropriate.

Agenda Item                              : 16
Agenda Detail                            : To consider other business (if any)
Type                                     : To Consider and approve

______________________________________________________________________
Dividend payment / Omitted dividend payment

Subject                                  : Omitted dividend payment
Date of Board resolution                 : 29-May-2026
Omitted dividend payment from            :
    Operating period from 01-Apr-2025 to 31-Mar-2026

______________________________________________________________________
Change of director/Executive

Re-election
Director Name                            : Mr. KAVIN KANJANAPAS

Position in company (1)                  : DIRECTOR
Effective Date (1)                       : 29-Jul-2010

______________________________________________________________________
Change of director/Executive

Re-election
Director Name                            : Mr. RANGSIN KRITALUG

Position in company (1)                  : DIRECTOR
Effective Date (1)                       : 18-Dec-2006

______________________________________________________________________
Change of director/Executive

Re-election
Director Name                            : Mr. KAROON JANTARANSU

Position in company (1)                  : INDEPENDENT DIRECTOR
Effective Date (1)                       : 23-Jul-2018

______________________________________________________________________
Change of director/Executive

New election
Director Name                            : Mrs. ATCHAKA SIBUNRUANG

Position in company (1)                  : Independent Director
Effective Date (1)                       : 25-Jul-2026

More detail                              : Pending approval by the shareholders'
 meeting.
______________________________________________________________________
Auditors Appointment

No                                       : 1
Auditor Name                             : Mr. PREECHA ARUNNARA
CPA License No.                          : 5800
Accounting and Audit firm                : EY OFFICE LIMITED
Audit End Date                           : 31-Mar-2027

No                                       : 2
Auditor Name                             : Mr. VATCHARIN PASARAPONGUN
CPA License No.                          : 6660
Accounting and Audit firm                : EY OFFICE LIMITED
Audit End Date                           : 31-Mar-2027

No                                       : 3
Auditor Name                             : Mr. SERM BRISUTHIKUN
CPA License No.                          : 9452
Accounting and Audit firm                : EY OFFICE LIMITED
Audit End Date                           : 31-Mar-2027

______________________________________________________________________
Issued Convertible Securities

Subject                                  : Issued convertible securities
Date of Board resolution                 : 29-May-2026
Type of allocated securities             : Warrants
  Allocate to                            : Employee Stock Option Program (ESOP)
    Number of allotted warrants (units)  : 30,000,000
    Reserved shares for the exercise of  : Common shares
warrants
    Number of additional shares (shares) : 30,000,000
    Offering price (baht per unit)       : 0.00
    Description of warrants
      Name of warrant                    : Warrants to Purchase the Ordinary 
Shares of BTS Group Holdings Public Company Limited issued to the Executives and
 Employees of the Company and its Subsidiaries No. 10 (BTS-WJ)
      Exercise ratio (warrant : share)   : 1.00 : 1.00
      Exercise price (baht per share)    : 4.00
      Term of warrants                   :
    5 years
______________________________________________________________________
Increasing Capital

Subject                                  : Specifying the purpose of utilizing 
proceeds
Date of Board resolution                 : 29-May-2026
Number of additional common shares       : 30,000,000
(shares)
Total of additional shares (shares)      : 30,000,000
Par value (baht per share)               : 4.00
Type of allocated securities             : Common shares
  Allocated to                           : Reserved shares for the exercise of 
convertible securities
    Number of allotted shares (shares)   : 30,000,000
______________________________________________________________________

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