VGI Global Media PCLvgi.listedcompany.com/misc/presentation/20160607...Section 1 Company Overview 4 Section 2 Thai Media Market Overview 8 Section 3 Business Profile Section 3.1 BTS-related

VGI Global Media PCL

VGI General Presentation & 2015/16 Earnings UpdateJune 2016

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

2

Section 1 Company Overview 4

Section 2 Thai Media Market Overview 8

Section 3 Business Profile

Section 3.1 BTS-related Media 10

Section 3.2 Office Building Media 17

Section 3.3 Other Media 20

Section 4 Financial Information & 2015/16 Performance 28

Section 5 Nationwide Integrated Media Platform 35

Section 6 Organisation and Company Structure 41

Appendices

Agenda

3

Included as a constituent member of SET100 Index in Jul 2013

Included as a constituent member of SET50 Index in Jan 2014

Formed a JV named Midas Global Media Co., Ltd. (MIDAS)

2013/14

4

Company OverviewKey Milestone

1999

Granted initial “License to Manage Marketing Services Agreement” from BTSC

Exclusive license to manage the advertising spaces and merchandising areas of 23 stations and all trains for a period of 10 years

2003

Granted initial “Advertisement Display Concession Agreement” from Watsons

2004

Granted initial “Advertisement Display Concession Agreement” from Tesco Lotus (non-Sales floor)

2005

Granted initial “Advertisement Display Concession Agreement” from Big C (non-Sales floor)

2009/10

Granted “Advertisement Display Concession Agreement” from Carrefour

BTSC becomes major shareholder of VGI

VGI acquired POV (Office Building Media)

2011/12

Granted Advertisement Display Concession Agreement in “Sales floor” from Tesco Lotus and Big C

Amended “License to Manage Marketing Services Agreement” with BTSC

Listed on SET in Oct 2012

2012/13 2014/15

Invested in MACO - a leader in billboard and street furniture business, by acquiring 24.96% of MACO’s total shares in May 2014.

Terminated Modern Trade media business

Selected as “Best under a billion” by Forbes Asia

Section 1: Company Overview

Entered into aviation media by investing in Aero Media 20% of its total shares.

Reduced stake in MIDAS from 30% to 11.11%

Announced our intention to evolve in “Nationwide Integrated Media Platform”

Increased stake in MACO from 24.96% to 37.42%

2015/16

1,0

53

1,0

33

75

5

2.5%

3.5%

2.4%

0.0%

1.0%

2.0%

3.0%

4.0%

-

500

1,000

1,500

2013/14 2014/15 2015/16

Dividend (THB mn) Dividend Yield (%)

(THB) (THB mn)

5

% May 161 BTSC 51.0%

2 BTSG 23.3%

3 MR. NARES NGAMAPICHON 2.7%

4 STATE STREET BANK EUROPE LIMITED 1.9%

5 THAI NVDR 1.7%

6 NORTRUST NOMINEES LIMITED 1.5%

7 UOB KAY HIAN PRIVATE LIMITED 0.9%

8 CHASE NOMINEES LIMITED 0.9%

9 KRUNGSRI LONG-TERM DIVIDEND FUND 0.7%

10 MR. KEEREE KARNJANAPAS 0.5%TOTAL TOP 10 SHAREHOLDERS 85.1%TOTAL ISSUED SHARES (mn shares) 6,864,321,852

SHAREHOLDING STRUCTURE (as of May 2016) DIVIDEND INFORMATION

Note:• Dividend yield is calculated using VGI closing share price one day before the date of BOD meeting approving the relevant dividend.• 2012/13 final dividend and 2013/14 and 2014/15 interim dividend included stock dividend (at par value) of 10:1, 25:1 and 1:1,

respectively.• 2015/16 dividend yield per share is calculated from share price one day before AGM on 6 July 2015

Dividend Policy:

Not less than 50% of net profit.

Payout Ratio

13/14 14/15

93% 123%

SHARE PRICE MOVEMENT (as of 31 MAY 2016)

BTSC

BTSG

Kanjanapas Family BTSG’s Minorities

BTSC’s Minorities

41.0% 59.0%

97.5% 2.5%

0.1%

51.0%

PublicKanjanapas

Family

25.2% 0.5%

23.3%

TOP 10 SHAREHOLDERS (based on latest close book)


Company OverviewAt a glance

15/16

85%

4.78

-

500

1,000

1,500

2,000

2,500

-

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

12-Oct-12 12-Oct-13 12-Oct-14 12-Oct-15

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

ADTV = THB 132mn

6

Company Overview3 Active Business UnitsBTS-related Media

Office Building Media

Other Media

391 754

1,250 1,295 969

50

2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

This business unit proved to be the most resilientperformer in our business portfolio. The Companypossess exclusive rights to manage advertising spaceon BTS SkyTrain Network, which expires in 2029 andhas right of refusal for Core Network and newextension lines that BTS secures post 2029.Altogether, we manage advertising space across 30stations & all BTS trains. BTS-related Media has oneof the highest viewer exposure in OOH Media with anaverage of 720,155 viewers per day in 2015/16.

We initiated this business unit back in 2009 by acquiring POV with 41 grade A buildings in the portfolio. Today, we have expanded our media across 135 office buildings with approximately 660,000 viewers per day. Moreover, VGI has tapped into condominium network through ARTISTA covering more than 219 condominiums making us the largest media company to provide advertising across 354 buildings with over 1,640 digital screens.

Through our connection with media agencies, theCompany became the sales agent for several megaLED screens both domestically and internationally.Moreover, the Company expanded the footprint inOOH including outdoor and aviation mediathroughout several acquisitions.

REVENUE CONTRIB.

2014/15

2015/16

61%

86%

GROSS PROFIT CONTRIB.

2014/15

2015/16

84%

95%

2014/15

2015/16

5%

10%

2014/15

2015/16

7%

9%

2014/15

2015/16

1%

2%

2014/15

2015/16

-2%

-3%

Modern Trade Media (discontinued)Previously, the Company has exclusive rights tomanage advertising space in Tesco Lotus and Big C.However, we decided to terminate this business unitin 4Q 14/15. Hence, this business unit will no longergenerate revenue in 2Q15/16 and onwards.

2014/15

2015/16

33%

2%

2014/15

2015/16

11%

-1%

76 79

143 146 163 201

2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

45 YRS CAGR: +21.6%

1

22 29 26

42

2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

4 YRS CAGR: +133.6%


HISTORICAL OPERATING REVENUE (THB mn)

934 1,143

1,422 1,679 1,805 1,813

2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

5 YRS CAGR: +14.2%










Appendices

Agenda

7

2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

TV Traditional media OOH Media Cinema Internet

ADVERTISING EXPENDITURES BY SECTOR (rebased)

OOH Media proved to be the fastest growing media sector

* Traditional Media includes Magazines, Radio and Newspapers

8

Thai Media Market OverviewMedia landscape in Thailand

TRANSIT MEDIA INCREASED ITS MARKET SHARE CONTINUOUSLY

Transit is continue to dominate the OOH Media market share and is expected to increase on account of development of rail mass transit infrastructure.

TOP 10 ADSPEND BY BUSINESS SEGMENT

2014/15 2015/16

FMCG 40.4% 39.5%COMMUNICATIONS 7.7% 7.9%REAL ESTATE 6.7% 6.3%

RETAIL SHOPS/STORES 5.5% 6.2%

MEDIA & MARKETING 4.6% 4.8%TRAVEL & TOURS 3.5% 3.8%

LEISURE 3.1% 3.1%

FOOD OUTLETS & RESTAURANTS 2.3% 2.7%

INSURANCE 2.7% 2.6%

CREDIT/DEBIT CARDS 2.3% 2.3%

Total 78.8% 79.2%

Section 2: Thai Media Market Overview Source: The Nielsen Company (Thailand) Limited. Excludes classified and house ads, Digital, Cable and Satellite TV.

THE TRANSITION FROM TRADITIONAL MEDIA TO OOH MEDIA

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

93bn104bn 105bn

114bn 110bn

102bn93bn

60

80

100

120

140

160

180

2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

Total Industry TV Traditional media* OOH Media Cinema

+0.3% CAGR

+2.4% CAGR

-3.3% CAGR

+0.7% CAGR

+5.7% CAGR

59%60% 59% 60% 61%

62% 60%

28%26% 25% 24% 24% 23%

23%

7%7% 8%

9% 9%10%

10%5%

6% 7%6% 5%

4%

6%1%

1%1%1%

28% 30% 30% 30% 35% 40%49%

59% 53% 49% 43%41%

40%

47%

13% 16% 20% 27% 24% 19%4%

2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

Transit Outdoor In-Store










Appendices

Agenda

9

Exclusive rights for 23 stations on core network, 7 stations on BTS extension lines and all BTS trains In Trains & On-Stations Merchandising AreaFirst right to renew contract and extend space on additional mass transit projects that BTSC is granted the rights to operate media space

RIGHTS

23 Core Network: 18 May 2012 – 4 December 2029 7 Extensions: 6 May 2015 – 4 December 2029

EFFECTIVE PERIOD

5% - 20% of total BTS revenues/year (an increase of 5% every 5 years) fixed rate for 7 extension stations

15/16 Transit Media AdSpend

THB 4.6bn

VGI, 55%

Note: based on a market discount rate of 30%

CONCESSION FEE (PAYABLE TO BTSC & BMA)

Other, 45%

MARKET SHARE IN TRANSIT BTS-RELATED MEDIA PROFILE

No. of location: 30 stations/52 trains

Static Media: > 4,000 displays

Digital Media: 2,029 screens

Viewer reach: 720,155 people/day

Merchandising space:

> 10,000 sqm.

Target viewer: • Working people & younger generation

• Age 15 – 35• Middle Income

I. TRAIN (42%)

II. STATION (33%)

III. MERCHANDISING & OTHER (25%)

10

BTS-related MediaOverview

Section 3.1: BTS-related Media

KEY CONCESSION TERMS OUR PRODUCTS (% OUT OF 2015/16 BTS-RELATED MEDIA REVENUE)

11

BTS-related MediaBTS Products


Advertising media on 52 trains

across 30 BTS stations

12



More than 4,000 static displays

and 2,029 digital screens

13



More than 750,000 viewers per day

14



Merchandising spaces

More than 8,800 sq.m.

297.8KM ONGOING PROJECTS PRIORITISED BY THE GOVERNMENT, 108.8KM FOCUSED BY BTS IN 5 YEARS

15

See full map: Appendix A See full map: Appendix A

Total rail length (km)

No. of stations

Market share of commuters


MASTER RAIL MASS TRANSIT EXPANSION PLAN OF 515.3KM IN 14 YEARS

2014 2029E

EXISTING NETWORK (2014)

6%

84.8

60

42%

515.3

>320

FUTURE NETWORK (2029E)

LINE ROUTE OPERATE YEAR CONSTRUCTION PROGRESS DISTANCE (KM) NO. OF STATIONS

PURPLE BANG YAI - BANG SUE 2015 UNDER CONSTR. 23.0 16

BLUE HUA LAMPHONG - BANG KHAE 2016 UNDER CONSTR. 14.0 11

BLUE BANG SUE - THA PRA 2016 UNDER CONSTR. 13.0 10

DARK RED BANG SUE - RANGSIT 2017 UNDER CONSTR. 26.3 N.A.

DARK GREEN SOUTH BEARING - SAMUT PRAKARN 2018 UNDER CONSTR. 12.8 9

DARK GREEN NORTH MO CHIT – SAPHAN MAI – KHU KHOT 2019 UNDER CONSTR. 18.4 16

LIGHT GREEN BANG WA - BOROMMARATCHACHONNANI 2019 7.0 6

LRT BANG NA - SUVARNABHUMI 2018 18.3 14

GREY (I) WATCHARAPHON – THONG LO 2019 16.3 15

PINK KHAE RAI – PAK GRED – MIN BURI 2020 – 2021 36.0 30

DARK GREEN SAMUT PRAKARN - BANGPU 2018 7.0 4

YELLOW LAD PRAO – SAM RONG 2019 30.4 23

ORANGE TALING CHAN – MIN BURI 2019 39.8 29

LIGHT RED BANG SUE - PHAYATHAI – MAKKASAN 2019 9.0 N.A.

LIGHT RED MAKKASAN – HUA MARK 2019 10.0 N.A.

DARK RED RANGSIT – THAMMASART UNIVERSITY 2018 10.0 N.A.

DARK RED BANG SUE - HUA LAMPHONG 2018 6.5 N.A.

TOTAL (KM) 297.8 >183

108.8km focusing by BTS

which benefiting VGI

BTS-related MediaUpside from mass transit expansion

coup d’etat

subprime yellow shirt

red shirt

floods shutdownBKK

coupd’etat

543 637 757 750

581 655

648 602

2012/13 2013/14 2014/15 2015/16

Digital Static

129 272 308 406 427 468 583 734 889 934 1,143

1,422 1,679 1,805 1,813

74 93 102 116 127 140 132 136 144 145

183 202

222 229 244

-

50

100

150

200

250

-

500

1,000

1,500

2,000

2,500

3,000

BTS-related Media (THB mn) Ridership: core and existing extensions (mn trips)

CONSISTENT AND RESILIENT REVENUE GROWTH

REVENUE CAGR (14 YRS): 21%

RIDERSHIP CAGR (13 YRS): 9%

Despite frequent interruptions, ridership growth drives continuous revenuegrowth of BTS-related Media.

DIGITAL MEDIA PENETRATION IS RELATIVELY LOW IN THAILAND

BTS-RELATED MEDIA REVENUE CONTRIBUTION (DIGITAL VS STATIC MEDIA)

48% 49% 54%

46%51%

52%

1,1241,292

1,405

BTS Digital Media platform (Platform Truss LEDs and E-Posters) launched in late 2014 and still has room to grow due to increased capacity and strong recovery post economic slump.

(THB mn)

16

4X

*BTS’ existing network , Dark Green South, Dark Green North and Light Green lines**LRT, Grey and Pink Lines*** Including Display, Search, Social Media, Creative, Mobile, Facebook Ad and Video

EXPANSION OPPORTUNITIES WITH RAIL MASS TRANSIT INCREASED DIGITALISATION OF OUR MEDIA PLATFORM

4X EXPECTED INCREASE IN BTS TRAIN CAPACITY IN 5 YRS (108.8KM)

4X EXPECTED INCREASE IN BTS EXTENSION STATIONS IN 5 YRS (108.8KM)

Green Lines (carriages)*

Other lines (carriages)**

208

none

2014/15 2019/20E

412

418

Total (carriages) 208 8304X

Green Lines (no. of station) *

Other lines (no. of station) **

34

none

2014/15 2019/20E

66

57

Total (no. of station) 34 123

Digital media market share is expected to increase over time as its platforms provide more capacity and are cost effective. Moreover, it proves to be more adaptable and dynamic than traditional media

Source: Digital Media Advertising Association (Thailand)


BTS-related MediaUpside from mass transit expansion and increased digitalisation

97.7% 96.4% 94.0% 93.0%

2.3% 3.6% 6.0% 7.0%

2012 2013 2014 2015

Digital (online)***

Offline

1,352

55%

45%

Exclusive rights to manage 135 grade A buildings in CBD

RIGHTS

3-5 years on average

LENGTH OF CONTRACT

Approximately 20 – 30% revenue sharing and fixed rates

CONCESSION FEE

VGI, 63%

Available grade A building, 37%

Grade A and B Building in Bangkok

215 Buildings

MARKET SHARE IN OFFICE OFFICE BUILDING MEDIA PROFILE

No. of location: 135 Grade A buildingsin Bangkok

Multimedia: 1,091 screens

Viewer reach: > 660,000 people/day

Target viewer: • Age 24-25• Middle – high

incomeAverage time spend in an elevator

14 mins/day

I. MEDIA INSIDE ELEVATORS AND OFFICE BUILDING AREAS

17

Office Building MediaOverview

Section 3.2: Office Building Media

KEY CONCESSION TERMS OUR PRODUCTS

18

Office Building MediaLCD Screen in elevator


135 office buildings

with 1,091 screens

1976 79

145 149 163201

41 4147 51

75

103

135

0

20

40

60

80

100

120

140

0

100

200

300

400

500

600

700

2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

Office Building Media Revenue (THB mn) No. of building

I. OFFICE BUILDING NETWORK EXPANSION VS REVENUE

REVENUE CAGR (6 YRS) : 48%

II. NEW OFFICE SUPPLY IN BANGKOK

Source: CB Richard Ellis (Thailand) Co., Ltd. 19

5%

13%

26%

12%

44%

below THB 15K

THB 15-25K

THB 25-50K

THB 50-60K

THB 60K+

I. HOUSEHOLD INCOME PROFILE IN OFFICE BUILDING (per month)

II. VGI’S OFFICE BUILDING NETWORK IN BANGKOK BY DISTRICT

Source: Company’s research

VGI network is currently CBD concentrated

VGI’s office building network

Bangkok CBD

KEY GROWTH DRIVERS

Office building set to recover post economic slump and additional of office buildings

Expected of 318,000 sq.m. new office supply in the next 3 years

OFFICE BUILDING MEDIA PROFILE


Office Building MediaUpside from our existing office asset base and new office supply

47

11

2

22

20

86

62

30

25

13

9

23

23

19

7

50

19

1

10

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

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

6

Outdoor Media (billboard, street furniture & transit) 37.42% stake in Master Ad PCL (MACO; listed on SET)Aviation Media 20% stake in Aero Media Co., Ltd. (Aero Media manages advertising

space across 13 airports under AOT and DCA) Roadside Media 11.11% stake in Midas Global Media Co., Ltd. (MIDAS; non-listed)

INVESTMENT

Chamchuri Square (3 yrs + 3yrs contract) Exclusive rights to operate media space inside/outside Chamchuri

Square (~127 panels of static and digital)Empire Tower (5 yrs contract) Exclusive rights to operate mega LED at Empire TowerBuses Chulalongkorn University (CU Bus) - 15 buses and 15 bus-stops BRT buses

CONTRACTS

Artista Media Manage 549 LCD Screens across 219 residential buildings Condominiums in portfolio: AP, LPN, U Delight and Grand UnityThai AirAsia (3 yrs) Manage media on 30 planes & future fleets Contract with renewable rightsStreet Furniture (3 yrs) Street Furniture including BTS columns and bridge columns on major

junctions across Bangkok.Mega LEDs +200 sq.m. LED in Bangkok and Lao

EXCLUSIVE SELLING AGENT

II. CONTRACTS AND EXCLUSIVE SELLING AGENT

I. INVESTMENT IN MACO, MIDAS & LED

20

Other MediaOverview

Section 3.3: Other Media

KEY CONCESSION TERMS OUR PRODUCTS

Billboard, 59%

Transit, 1%

Production & Event, 6%

Street furniture, 35%

Product Locations/Areas

Billboard Bangkok & vicinity / 667 billboards

Street Furniture In 69 provinces / 554 billboards

Transit City grip light express & Mo Chit station /124 signs & 7 light boxes

Made to order & Event n/a

ACQUIRED 37.42% IN MACO PLC.

21

VGI invested 37.42% in MACO (1,126mn shares) Total investment value of THB 1,109mn MACO Plc. is one of the leading OOH Media company and listed

on the SET. MACO has 28 years experience in OOH Media advertising with a

network of more than 1,200 billboards across Bangkok andvicinity.

Strategic investment to expand VGI’s OOH Media network and toachieve long-term synergy between two companies.

Capable and proven management


636 732 725

622 694

98 140 174 133 171

2011 2012 2013 2014 2015

Operating revenue (THB mn) Net Profit (THB mn)

Other MediaExpand our market share in OOH media through acquisitions

FINANCIAL OVERVIEW

2015 TOTAL OPERATING REVENUE

THB 694mn

MACO PRODUCTS

Share information (as of 31 May 2016)

Stock code: MACO

Market capitalisation (THB mn): 3,280

Outstanding shares (mn shares): 3,009

Par value (THB) 0.1

Billboard Street furniture

FINANCIAL PERFORMANCE

2015 Dividend Yield of 4.3%

ACQUIRED 20% IN AERO MEDIA CO., LTD.

22

VGI invested 20% in new shares of Aero Media with option up to 30% Another big step for VGI in aviation media industry after

collaboration with AirAsia Dominant position by covering 13 leading airports in Thailand Potential expansion in new media projects with new capital injected

by VGI Solid relationship in aviation industry

ProductNo. of

screens/productsNo. of airports

LEDs at AOT 335 6

LEDs at DCA 7 7

Aerobridges 57 5

Buggy service cart wrap 12 1

Trolleys 4,500 6

Media on Thai Lion Air 19 planes -

AOT airport websites management All the websites 6


Other MediaExpand our market share in OOH media through acquisitions

AERO MEDIA GROUP STRUCTURE

At Peak

• 57 aerobridges in 5 AOT airports

• Buggy service cart wrap in SuvarnabhumiAirport

Prime World Solution

• Official AOT/airport websites management

Media Genius

• Sale agent for advertising media

100% 100% 100%

AERO MEDIA

• 342 LEDs in 13 Airports

AERO MEDIA PRODUCTS

10 YRS CAGR: 8.9%

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

OUTLOOK/GROWTH DRIVERS

11.7 11.513.8 14.5 14.6 14.1

15.919.2

22.4

26.524.8

29.8

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

23Section 3.3: Other Media

Other MediaMACO Products

More than 650 billboards

across Bangkok and vicinity.

24Section 3.3: Other Media

Other MediaMACO Products

Street furniture

More than 550 billboardsIn Bangkok

25

Other MediaAero Media Products


342 Screens

ALL gates in Suvanabhumi airport

> 115 million Passengers/ month

*Source: Aero Media

26Section 3.3: Other Media *Source: Aero Media

19 Thai Lion Air airplanes.

215 Seats/ Plane47 Flights/ Day

Other MediaAero Media Products










Appendices

Agenda

27

VGI Financial Performance

28

. VGI’s overall revenue growth fell mainly due to the impact of the Modern Trade business termination.

BTS-related media faced challenges from overall media spending decline as price dumping from other media players made other mediums temporarily more attractive to agencies. Nevertheless, further enhancement in both top line and profitability is anticipated through new mass transit expansion.

As Bangkok’s office supply is currently 91% utilized, it is expected that more than 318,000 sq.m. of new office supply to be launched in the next 3 years. Hence, this business unit will benefit from the anticipated new office supply.

Following the business restructuring, we are left with more profitable business units. Our gross profit margin increased to 63.5% in 2015/16 from 55.3% in 2014/15. Net profit margins also improved markedly from 28.3% to 44.7%.

The Company has almost zero debt.

1

2

3

4

5

1

2

3

4

5

61%84%

33%

6%

* The 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.

Section 4: Financial Information & 4Q 15/16 performance

2012/13 (restated)

2013/14 2014/15 2015/16 YoY (%)

INCOME STATEMENT (THB mn)

Operating Revenue 2,838 3,149 2,963 2,106 -28.9%

BTS-related Media 1,422 1,679 1,805 1,813 0.4%

Office Building & Other Media 166 175 189 243 28.6%

Modern Trade Media 1,250 1,295 969 50 -94.8%

Cost of sales 1,289 1,342 1,325 769 -42.0%

Gross profit 1,548 1,807 1,638 1,337 -18.4%

EBITDA 1,289 1,510 1,225 1,336 9.1%Net profit 902 1,146 838 941 12.3%BALANCE SHEET (THB mn)

Total assets 2,579 2,741 3,286 3,099

Total liabilities 758 788 1,457 857Total shareholders' equity 1,821 1,953 1,829 2,242CASH FLOW (THB mn)

Cash from operating activities 560 1,292 1,070 784Capital expenditures (323) (510) (521) (158)PER SHARE DATA (THB/ share)

Earnings per share 3.4 0.3 0.1 0.1

Dividend per share 2.0 0.3 0.2 0.1

Book value per share 0.6 0.6 0.3 0.3KEY RATIOS

Gross profit margin (%) 54.6% 57.4% 55.3% 63.5%

EBITDA margin (%) 45.4% 47.9% 41.4% 63.5%

Net profit margin (%) 31.8% 36.4% 28.3% 44.7%

Net debt to equity (times) No leverage 0.3x 0.1x

ROA (%) 46.3% 43.1% 27.8% 39.5%ROE (%) 85.3% 60.7% 44.3% 46.2%

Office Building & Other Media

Modern Trade Media*

BTS-related Media86.1%

11.5%

2.4%THB 2,106mn

TV, 46.4%

Digital TV, 17.1%

Newspapers, 10.0% Cable TV, 5.0%

Radio, 4.8%

Cinema, 4.4%

Transit, 3.9%

Internet, 1.0%In-Store, 0.4%

Outdoor, 3.7%

FY 14/15 FY 15/16 % YoY

TV 62.8 55.6 -11.4%

Digital TV 13.5 20.5 51.2%

Cable/Satellite TV 6.1 6.0 -0.9%

Traditional Media* 23.5 21.6 -8.2%

Cinema 4.5 5.3 19.3%

Outdoor 4.0 4.4 11.6%

Transit 3.9 4.7 18.5%

Internet 1.0 1.2 25.5%

In-Store 1.9 0.4 -77.8%

Total Industry 121.2 119.8 -1.2%

Media Industry Overview

2015/16 THAI ADSPEND VALUE (THB bn)

29

2014/15 2015/16

1 FMCG 40% 40%

2 MOTOR VEHICLES 8% 8%

3 COMMUNICATIONS 7% 6%

4GOVERNMENT &COMMUNITY ANNOUNCEMENT

6% 6%

5 LEISURE 5% 5%

TOP 5 65% 65%

OTHERS 35% 35%

2014/15 2015/16

1 FMCG 39% 38%

2 COMUNICATIONS 8% 7%

3 REAL ESTATE 3% 6%

4RETAIL SHOPSAND STORES

3% 6%

5MEDIA & MARKETING

5% 5%

TOP 5 58% 61%

OTHERS 42% 39%

2015/16 MEDIA ADSPEND (THB bn)

Source: The Nielsen Company (Thailand) Limited.

THB 120bn

*Includes Newspaper, Magazines and Radio** Excludes Modern Trade Media Revenue

OVERALL MEDIA INDUSTRY VGI MASS TRANSIT

Section 1: Media Industry Overview

Magazines, 3.3%

TOP 5 ADSPEND BY BUSINESS SEGMENT THAI ADSPEND VS VGI REVENUE (THB mn)

(THB mn) 2014/15 2015/16 % YoY

Total Industry 121,213 119,810 -1.2%

VGI 1,994 2,056 +3.1%

28,755 29,264 28,951 26,407

28,894 30,869

32,200 29,250

31,521 30,782 30,774

26,733

460 486 486 422 476 490 542 486 499 537 520 500

Q113/14

Q213/14

Q313/14

Q413/14

Q114/15

Q214/15

Q314/15

Q414/15

Q115/16

Q215/16

Q315/16

Q415/16

Total Industry AdSpend (THB mn) VGI Revenue* (THB mn)*

30

STRATEGIC DEVELOPMENTS

2015/16 Key Milestone

Section 2.1: 2015/16 Key Milestone

1Q 15/16: ● Secured advertising contract on 7 green line extension stations

● Expanded our footprint into aviation media by investing 20% of AERO MEDIA

3Q 15/16: ● Expanded our network into residential buildings by becoming an exclusive sale agent for ARTISTA

4Q 15/16: ● Announced our intention to evolve into “Nationwide Integrated Media Platform”

● Announced an agreement to acquire additional 12.46% in which will trigger tender offer for all the remaining of MACO shares.

OUR NETWORK

RAIL MASS TRANSIT: 52 BTS trains30 BTS stations> 4,000 static displays2,029 digital screens

OFFICE BUILDINGS: 135 grade A&B office buildings1,091 digital screens

CONDOMINIUMS: 219 residential buildings 549 digital screens

AVIATION: 13 airports342 LCD screens4,500 trolleys57 aerobridges

OUTDOOR: 658 billboard & networking billboard678 street furniture

31

CONSOLIDATED P&L SNAPSHOT (FINANCIAL STATEMENT)

2015/16 Overview

Section 2.2: Financial Performance

(THB mn) 2015/16 2014/15 % YoY

Operating revenue 2,106 2,963 -28.9%

Cost of sales 769 1,325 -41.9%

Gross profit 1,337 1,638 -18.4%

EBITDA 1,336 1,225 9.0%

NPAT from operation 838 1,010 -17.0%

NPAT (inc. extra items) 941 838 12.3%

Margin (%)

Gross profit margin 63.5% 55.3%

EBITDA margin 63.5% 41.4%

NPAT margin (from operation)

39.8% 34.1%

NPAT margin (inc. extra items)

44.7% 28.3%

(THB mn) 2015/16 2014/15 % YoY

Operating revenue 2,056 1,994 3.1%

Cost of sales 710 532 33.7%

Gross profit 1,346 1,462 -8.0%

EBITDA* 1,245 1,356 -8.2%

NPAT from operation 851 972 -12.4%

NPAT (inc. extra items) 954 799 19.4%

Margin (%)

Gross profit margin 65.4% 73.3%

EBITDA margin* 60.6% 68.0%

NPAT margin (from operation)

41.4% 48.8%

NPAT margin (inc. extra items)

46.4% 40.1%

CONSOLIDATED P&L SNAPSHOT (W/O MODERN TRADE MEDIA)

86.1%

13.9%

2015/16 REVENUE CONTRIBUTION

88.2%

11.8%

2015/16 REVENUE CONTRIBUTION

BTS-related media BTS-related media

Office building & other media

Office building & other media

THB 2,106mn THB 2,056mn

*excludes extra items

32

BTS-RELATED REVENUE (THB mn) BTS-RELATED REVENUE BREAKDOWN (THB mn)

OFFICE BUILDING & OTHER REVENUE (THB mn)

Financial Performance by Sector

OFFICE BUILDING & OTHER REVENUE BREAKDOWN (THB mn)

1,805 1,813

2014/15 2015/16

+0.4% YoY825

580

401

757

597

459

Train Station Merchandising andOthers

2014/15

2015/16

45.7% 41.7%

32.1% 33.0%

22.2% 25.3%

163

26

201

42

Office Building Other Media

2014/15

2015/16

86.2% 32.8%82.7%

25.3%

189

243

2014/15 2015/16

+28.6% YoY

13.8% 17.3%


+23.6% YoY

+61.4% YoY

2,244 2,262

1,042 837

31-Mar-15 31-Mar-16

1,8292,242

24

351,433 822

31-Mar-15 31-Mar-16

33

ASSETS BREAKDOWN (THB mn)

32%

68%

LIABILITY & EQUITY BREAKDOWN (THB mn)

CASH FLOW (THB mn)

Balance Sheet & Cash Flow

Non-current assets

Current assets27%

73%

3,2863,099

Equity

Non-current liabilities

Current liabilities

55%

1%

44%

72%

1%

27%

3,2863,099

2015/16

BTS-related Media 93

Office building & Others 65

Total 158

529 355

785

65

15869

515

290

Beginningcash

(31/03/15)

CFO Asso.comand JV

(Invt.&Loanto &Sales)

CapEx Int. Income& oth.

DividendPayment

CFF (S/T repay)

Ending Cash(31/03/16)

CAPEX (THB mn)


CFI of THB 154mn

CFF of THB 805mn










Appendices

Agenda

34

35

> 37.42% in

MACO

178 mega

billboards

480 networking

billboards

678 street

furniture

56% GP margin

63% market share(Grade A&B buildings)

> 650,000 viewers reached daily

135 office buildings

219 condominiums

60% GP margin

55% market share

> 700,000 viewers reached daily

Long term contracts end 2029 & 2042

4X expected

capacity

70% GP margin

Online & Offline

5mn card holders

90 offline

merchants

> 30mn potential

e-wallet members

33mn potential

online impressions

Targeted

2mn registered

loyalty members

16mn monthly

emails targeted for FY16

2.6mn monthly

deliveries (Kerry)

1st strategic stepproven winner growth prospects

20% in Aero Media

> 115mn viewers

reached annually

342 LCD screens

4,500 trolleys

57 aerobridges

transit office outdoor aviation digital activation

Nationwide Integrated Media Platform“within 2 years”

Nationwide Integrated Media Platform

36

Strong prospect in outdoor advertising in upcountry

WHY UPCOUNTRY?

GROSS REGIONAL PRODUCT PER CAPITA (10YRS CAGR)

6.0%

3.2%

5.4%4.5%

5.6%6.2%

8.3%8.9%

Nationwide Bangkok &Vicinities

Central South West East North Northeast

Provincial regions have seen a better GRP growth than Bangkok.

• 84% of Thailand’s population resides up-country

• 4x the number of households up-country than in Bangkok

• 75% of household annual income in Thailand is generated up-country

• Provincial regions have seen better GRP growth than Bangkok

• Only 30% of Out-of-Home advertising expenditures were spent in upcountry

Sources: Department of Provincial AdministrationNational Statistical Office (Ministry of Information and Communication Technology)Bank of Thailand and Company Research

16%20%

25%

70%

84%80%

75%

30%

Population Number ofHouseholds

Householdincome

Out-of-HomeAdspend

Bangkok &Vicinities

Upcountry

UPCOUNTRY NEEDS MORE ADVERTISING (% of national total)

5.4

5.5

5.6

5.7

5.8

54.0

55.0

56.0

57.0

58.0

59.0

60.0

61.0

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

Non-Bangkok, (LHS) Bangkok

STRUCTURAL SHIFT TO UPCOUNTRY

Up-country advertising market is still underserved when comparing to the penetration relative to population, households and household income.

Solid growth of population resides up-country

founder group, 13.79%

Acquire additional 12.46% from

founder group

37

MACO TransactionVGI’s BODs held on March 16, 2016 approved the acquisition of ordinary shares and making of tender offer for the total securities of MACO. Expected transaction cost of THB 2,044.5mn.

*SPA: Sell and Purchase Agreement

acquire 375mn shares from major shareholders

number of shares 375mn shares (or 12.46% of total shares)

price THB 1.10 per share

total investment THB 412.5mn

founder group DCORP group (150mn shares, or 4.99%)

Maneerattanporn family (125mn shares, or

4.15%)

Tansalarak family (100mn shares, or 3.32%)

BOD approval

16 MAR

17 MAR

Execute SPA*

30 MAY

3 JUN 8 JUL

Tender offer period

31 MAY

EGM

12.46%Acquisition

done

tender offer

number of shares up to 1,484mn shares (or 0 to 48.79%* of total shares)

price THB 1.10 per share

total investment up to THB 1,632mn

source of funds Cash flows from operation and/or credit

facilities support from financial institutions

founder group, 26.26%

pre acquisition & tender offer

post acquisition & tender offer

public, 48.79%

VGI, 24.96%

VGI, 37.42%

public, 48.79%(tender offer)

After having 37.42% shareholding in MACO which triggers 25% threshold, VGI is required to do a tender offer for the rest of MACO’s shares

*Excluded the rest 13.79% of founder group.

TRANSACTION SUMMARY TIMELINE OF ACQUISITION & TENDER OFFER

PRE VS POST STRUCTURE

12.46% of founder group are:-4.99% DCROP Group4.15% maneerattanporn3.32% Tansalarak

MACO: Vehicle to expand our network to upcountry

2014 TRANSACTION

• Invested 751.0mn shares in MACO (or 24.96%)

• Total investment cost of THB 684.3mn

• Return on investment of 28%* since May 2014

*Included:1. Received dividend of THB 42.7mn and dividend to be received of THB

22.5mn on 13 May 20162. Gain from sale of MACO – W1 of THB 127.8mn

63

6

73

2

72

5

62

2

69

4

98

14

0

17

4

13

3

17

1

15%19%

24% 21% 25%

2011 2012 2013 2014 2015

Operating revenue (THB mn) Net Profit (THB mn) NPAT margin (%)

PROVEN RECORD REVENUE AND NET PROFIT

ADVERTISING PORTFOLIO2016 INVESTMENT HIGHLIGHTS

Number of Advertising Media (Units) 2013 2014 2015

1. Billboard & Networking Billboard 377 383 658

Billboard 170 170 178

Networking Billboard 207 213 480

2. Street Furniture 429 678 678

Column under BTS Stations 188 188 188

Column under Flyover Bridge in BKK 117 366 366

City Grip Light Express – Express Way 124 124 124

3. Others 87 87 7

Strategy

• Set strategic direction for MACO to be in line with VGI strategic policy

• Vehicle for billboard expansion

• Nationwide coverage

Control

• 100% BOD control

• 80% nominated EXCOM

• Nominated CEO

Expansion potential

• Organic and M&A

• Increase digitalization

• Double Net profit in 5 years

38

“Leading Nationwide Media Player”VGI PRO FORMA

Revenue(THB mn)

NPAT growth(YoY %)

2015/16 2016/17

3,000

25 – 30%

2,100

VGI Pro Forma (after MACO Transaction)

39










Appendices

Agenda

40

41

Board of Directors

Company Secretary

Audit Committee

Executive Committee

Nomination and Remuneration

Committee

Internal Audit Division

Chief Executive Officer

Chief Operating

Officer

Chief Sales and Marketing

Officer

Chief Technology

Officer

Chief Financial Officer

Chief Legal and

Compliance Officer

Organisation and Company Structure ORGANISATION STRUCTURE COMPANY STRUCTURE

Company / Address Type of Business Listed Shareholding

VGI Advertising Media Co., Ltd.

Media service No 100.00%

888 Media Co., Ltd. Media service No 100.00%

Point of View (POV) Media Group Co., Ltd.

Media service in office buildings

No 100.00%


Master Ad Plc. OHM media service Yes 24.96%

Aero Media Co., Ltd. Aviation media service No 20.00%

I. SUBSIDIARIES

II. ASSOCIATED

Section 5: Organisation and Company Structure


Midas Global Media Co., Ltd.

Media service No 11.11%

III. JOINT VENTURE










Appendices

Agenda

42

Kavin Kanjanapas VGI: Director & Chairman of Executive Committee

Over 10 years of commitment as a role of director and management. He is oneof the key persons who has steered the performance of VGI during the lastdecade

Marut Arthakaivalvatee VGI: Director & CEO

More than 35 years in the advertising & media industry with experience inmultinational and domestic companies. He has worked with leading multinationaland domestic companies such as McCann-Erickson Thailand, Oglivy & Mather(Thailand) and Grammy Entertainment.

Suparanan Tanviruch VGI: CFO

Ms. Suparanan was appointed as Chief Financial Officer of VGI in 2008. Prior tothis, she served as CFO of ITV Plc since 2000. Altogether, an extensive experiencesas a CFO in advertising companies for more than 15 years. Before joining ITV,Suparanan was AVP-Portfolio management at Shin Corporation Plc. for almost 10years.

Oranuch RujirawonaVGI: CMO

Ms. Oranuch has more than 35 years in marketing & sales particularly in mediaindustry. She has worked with Grammy Entertainment for 14 years and in otherleading media companies including VGI Plc. for more than 20 years.

Appendix 1: Management and Board of Directors

Strong management team with proven track record in advertising industry

43

Keeree Kanjanapas BTSG and VGI Chairman

Kavin Kanjanapas BTSG: Executive Director & CEOVGI: Director & Chairman of Executive Committee

Surapong Laoha-Unya BTSG: Executive Director VGI: Director

• Over 10 years of commitment as a role of director and management. He is one of the key persons who has steered the performance of VGI during the last decade

• His experience as Chief Operating Officer of Bangkok Mass Transit System Plc. since 2006 provides VGI with insights to BTS-related business

• The founder of BTS Group Holdings, operator of Bangkok’s SkyTrain. Mr. Keeree has been Executive Chairman & CEO of Bangkok Mass Transit System Plc. since 2010 and 1996 to 2015, respectively. He brings along valuable business experiences while providing key strategic directions to VGI.

Kong Chi Keung BTSG: Executive Director & Deputy CEOVGI: Director

Assoc.Prof.Jaruporn ViyanantVGI: Independent Director & Chairman of Audit Committee

• Held various well-respected directorship positions in various government-related organizations such as the Bank of Thailand, Office of the Prime Minister, the Securities and Exchange Commission, and the Stock Exchange of Thailand, etc.

• More than 10 years of involvement with VGI as the Director

Marut Arthakaivalvatee VGI: Director & CEO

Maneeporn SiriwatanawongVGI: Independent Director & Member of Audit Committee)

• More than 35 years in the advertising & media industry with experience in multinational and domestic companies. He has worked with leading multinational and domestic companies such as McCann-Erickson Thailand, Oglivy & Mather (Thailand) and Grammy Entertainment

• Extensive experiences in the field of tax audit with the Revenue Department and Internal Auditor with the Bank of Ayudhya Plc.

Chan Kin TakVGI: Director & COO

Mana JantanayingyongVGI: Independent Director & Member of Audit Committee)

• Experiences in the retail business with Watsons in Thailand and Hong Kong

• Held various management position in international media agencies such as Executive Director of Group M, Managing Director of Mediaedge: CIA and management of McCann-Erickson Thailand

Our Board of Directors

44Appendix 1: Management and Board of Directors

Bangkok Rail Mass Transit Master Plan515.3km* by 2029, 42.4% share of Mass Transit commute by 2032

* Include MRTA and BMA projects

Sources: Office of Transport and Traffic Policy and Planning and Bangkok Metro Politian Administration.

Appendix 2: Bangkok Rail Mass Transit Master Plan 45

Existing Bangkok Mass Transit NetworkImmature Network, 84.8km as of 2014

Appendix 2: Existing Bangkok Mass Transit Network 46

LIGHT GREENNATIONAL STADIUM –BANG WA14.0km

DARK GREENMO CHIT – BEARING22.3km

REDPHAYATHAI -SUVARNABHUMI28.5km

BLUEBANG SUE - HUA LAMPHONG20.0km

BTSG is WELL-POSITIONED FOR NEW CONTRACTS

Relevant expertise Financial strength Green line advantage

New contracts are expected to be on a ‘PPP GROSS COST BASIS’

Operator to invest in civil works and E&M works with repayment from government

Operator given operation contract

Variations will be considered

Light Green Line• Bang Wa – Borommaratchachonnani (7.0km)• Expected O&M award: 2017• Target operation: 2019

PINK LINE• Khae Rai – Min Buri (36.0km)• Expected turnkey bidding: 2016• Target operation: 2020 – 2021

DARK GREEN NORTH LINE• Mo Chit – Saphan Mai – Khu Khot (18.4km)• Civil works progress: 4.7% (as of Feb 2016)• Expected O&M award: mid 2016• Target operation: 2020

GREY LINE• Watcharaphol – Rama 9 Bridge (26.0km)• Feasibility study underway• Expected bidding (Phase I): early 2016• Target operation (Phase I): 2019

Phase I: Watcharaphol – Thong Lo (16.3km)

LIGHT RAIL TRANSIT (LRT)• Bang Na – Suvarnabhumi (18.3km)• Awaiting EIA approval• Expected bidding: 2016• Target operation: 2019

DARK GREEN SOUTH LINE• Bearing – Samut Prakarn (12.8km)• Civil works progress: 79.3% (as of Feb 2016)• Expected O&M award: mid 2016• Target operation: late 2019

Sources: Office of Transport and Traffic Policy and Planning, Mass Rapid Transit Authority of Thailand,Bangkok Metropolitan Administration, Ministry of Transport

Potential Developer of Mass Transit ExtensionBTSG focused on 6 lines: total length of 108.8km

Appendix 2: Mass Transit Extensions (focused on 6 lines: 118.5km) 47

WARRANT ISSUANCE: KEY TERMS & CONDITIONS STOCK DIVIDEND

TICKER VGI-W1

TERMS 4 Years

EX-RIGHTS DATE 9 July 2014

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 857,993,407 Units

EXERCISE RATIO 1 VGI-W1 to 2 ordinary share of VGI

EXERCISE PRICE THB 7.00

Free warrants Preferential right to existing shareholders Funding to be used for potential acquisitions/ Capex

RATIONALE

Expected maximum proceeds THB 12,011,067,698

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

VGI Warrant Issuance and Stock Dividend

48Appendix 3: VGI Warrant and Stock Dividend

Documents

VGI Global Media PCLvgi.listedcompany.com/misc/presentation/20160607...Section 1 Company Overview 4 Section 2 Thai Media Market Overview 8 Section 3 Business Profile Section 3.1 BTS-related