Annual Report 2019

Annual Report

For the financial year ended 30 September 2019

Thailand Future Fund (TFFIF)

“Investors can study additional information of the Fund from the Annual Registration Statement

(Form 56-1) available at www.sec.or.th or www.tffif.com”

Thailand Future Fund 1 Annual Report 2019

TABLE OF CONTENTS PAGE

PART 1 MATERIAL INFORMATION OF THE FUND 3

PART 2 OPERATIONS OF THE FUND

1. INFORMATION OF THE FUND 11

2. POLICY, BUSINESS OVERVIEW AND PROCUREMENT 12

OF BENEFITS

3. OVERVIEW OF INDUSTRIAL SITUATION 24

4. RISK FACTORS 47

5. LEGAL DISPUTES 60

6. OTHER MATERIAL INFORMATION 60

PART 3 MANAGEMENT AND CORPORATE GOVERNANCE

7. INFORMATION OF INVESTMENT UNITS AND UNITHOLDERS 61

8. MANAGERIAL STRUCTURE 66

9. CORPORATE GOVERNANCE 92

10. CORPORATE SOCIAL RESPONSIBILITY 107

11. INTERNAL CONTROL AND RISK MANAGEMENT 108

12. PREVENTION OF CONFLICT OF INTERESTS 109

PART 4 FINANCIAL POSITION AND OPERATING RESULTS

13. FINANCIAL INFORMATION 114

14. MANAGEMENT DISCUSSION AND ANALYSIS 119

15. FUND SUPERVISOR’S OPINION ON THE OPERATION 123

OF THE FUND

ATTACHMENT

REPORT AND FINANCIAL STATEMENT 30 SEPTEMBER 2019

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PART 1 MATERIAL INFORMATION OF THE FUND

Thailand Future Fund (“TFFIF”) is an infrastructure fund registered with the Securities and Exchange Commission on the 24th day of November 2016 with the initial capital of THB 1,000,000,000 consisting of 100,000,000 Investment Units. The par value of each Investment Unit is THB 10 The Ministry of Finance (“MOF”) is the sole Unitholder of the distributed Investment Units in accordance with the Cabinet Resolution dated 15 December 2015 and 12 July 2016, including other Cabinet Resolutions concerning the Fund. TFFIF was established with an objective to invest mainly in Infrastructure Businesses that have the potential to create returns. The Fund is approved for registration of capital increase on the 26th day of October 2018 with THB 45,700,000,000 registered capital after capital increase. The initial infrastructure assets which TFFIF invests in comprises of the right to the Transfer Revenue derived from existing routes of the Initial Expressways which equals 45.0% actually collected from the motorists for the use of the Chalong Rat Expressway and the Burapha Withi Expressway for a 30-year period, in accordance with the criteria of the SEC and other relevant laws. The Investment Units are listed and trading commenced on the SET on the 31st day of October 2018 under the abbreviated name of TFFIF.

1. MATERIAL INFORMATION OF THE FUND

1.1. SUMMARY OF MATERIAL INFORMATION OF THE FUND

Fund Name: Thailand Future Fund

Project Description: TFFIF is a specific fund. The Unitholders will not be able to sell their Investment Units back to the Management Companies.

Project Life: Close-ended fund with indefinite term

Listing Date: Investment Units were listed on the SET on the 31st day of October 2018

Type of Securities: Number of Investment Units: 4,570,000,000 units, at a par value of THB 10, and total value of THB 45,700,000,000

Management Companies: Krungthai Asset Management Public Company Limited

MFC Asset Management Public Company Limited

Fund Supervisor: Kasikornbank Public Company Limited

Main Assets: The initial infrastructure assets which TFFIF will invest in comprise the right to the Transfer Revenue derived from existing routes of the Initial Expressways. The Expressway Authority of Thailand (“EXAT”) will be responsible for the day-to-day management of the Initial Expressways, pursuant to the relevant laws and the terms of the Revenue Transfer Agreement. Pursuant to the Revenue Transfer Agreement, the Transfer Revenue will equal 45.0% of the Net Toll Revenue collected from the

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existing routes of the Initial Expressways for a 30-year period from the Transfer Date.

1.2. SUMMARY OF INFORMATION ON MAIN ASSETS

Investment TFFIF invests in the right to the revenue derived from existing routes Characteristics of EXAT comprising of Chalong Rat Expressway and the Burapha Withi Expressway which the Transfer Revenue will equal 45.0% of the Net Toll Revenue collected from the existing routes of the Initial Expressways for a 30-year period from the Transfer Date.

Total Investment THB 45,700 million

Characteristics of the The initial infrastructure assets which TFFIF will invest in shall Procurement of Benefits comprise the right to the Transfer Revenue derived from existing routes of the Initial Expressways. EXAT will be responsible for the day-to-day management of the Initial Expressways, pursuant to the relevant laws and the terms of the Revenue Transfer Agreement. The Transfer Revenue will equal 45.0% of the Net Toll Revenue collected from the existing routes of the Initial Expressways for a 30-year period from the Transfer Date. If EXAT is able to achieve certain target levels of Project Revenue derived from the existing routes of the Initial Expressways, TFFIF will receive a reduced share of the portion of the Net Toll Revenue which exceeds the Projected Net Project Revenue.

The two Initial Expressways cover a total length of 83.2 km and comprise:

a) the 28.2 km Chalong Rat Expressway, which connects the Eastern Bangkok Outer Ring road, located in the proximity of the Chatuchot area, with the Chaloem Maha Nakhon Expressway around At Narong and the Bang Na – At Narong Expressway; and

b) the 55.0 km Burapha Withi Expressway, which is one of the longest elevated toll roads in Thailand and begins at the end of the Chaloem Maha Nakhon Expressway, in the proximity of Bang Na district, continuing to the east across the Bang Pakong river and ends in Chonburi province.

Price deriving from valuation/appraisal on the date of valuation/most recent appraisal

TheInitial Price deriving from valuation/appraisal by Date of Expressways valuation/appraisal American Appraisal (Thailand) Ltd. (AATL) Chalong Rat THB 26,940,000,000 30 September 2019 Expressway

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Burapha Withi THB 26,226,000,000 30 September 2019 Expressway Total THB 53,3166,000,000

1.3. Summary of material information regarding income procurement from Infrastructure Assets; if the Fund allows long term lease or charter:

N/A

1.4. Guarantee on the revenue from Infrastructure Assets:

N/A

1.5. Summary of significant events affecting the operation of the Fund (Milestone) in the past year:

The Fund offered Investment Units for Capital Increase and allocated the proceeds from such offering and the initial capital of the Fund, after deduction of relevant transactional expenses, to the investment in the Transfer Revenue received pursuant to the Revenue Transfer Agreement. The remainder (if any) will be used as working capital of TFFIF.

1.6. Summary of material information regarding loans (if any)

There has been no loan. 1.7. Summary of information on past distribution of the TFFIF at a minimum of 5 years (if any) Performance Period Dividend (THB) Capital Reduction Book Dividend No. (THB) Closing Payment Amount Per Unit Amount Per Unit Date Date 1 1 Oct 2018 – 31 Dec 2018 340,008,000 0.0744 40,673,000 0.0089 1 Mar 2019 15 Mar 2019 2 1 Jan 2019 – 31 Mar 2019 468,425,000 0.1025 72,206,000 0.0158 31 May 2019 14 Jun 2019 3 1 Apr 2019 – 30 Jun 2019 439,634,000 0.0962 84,088,000 0.0184 29 Aug 2019 16 Sept 2019 4 1 Jul 2019 – 30 Sept 2019 546,115,000 0.1195 - - 2 Dec 2019 19 Dec 2019

1.8. Management Fee Management fee for 2019 accounting period : THB 36,985,557 Fund Supervisor’s fee for 2019 accounting period : THB 6,495,598 Auditor’s fee for 2019 accounting period : THB 1,531,405 Registrar fee for 2019 accounting period : THB 5,585,458

2. MATERIAL RISK FACTORS

Investors should carefully consider the risks and investment considerations, along with the other matters. The risks and investment considerations set forth below are not an exhaustive list of the challenges, which TFFIF and/or the Management Companies currently face or that may develop in the

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future which may have a material adverse effect on TFFIF, the Management Companies or on the future value of the Investment Units.

1. Risks relating to the Organisation, Structure and Management of TFFIF

1.1. TFFIF is a newly established entity without any revenue-generating operations or any other Infrastructure Assets of its own save for its investment in financial instruments and the right to the Transfer Revenue under the Revenue Transfer Agreement. When the transfer of contractual right to the Transfer Revenue becomes effective pursuant to the Revenue Transfer Agreement, the right to the Transfer Revenue will be the sole initial Infrastructure Asset of TFFIF.

1.2. TFFIF will be reliant on EXAT’s operation of the Initial Expressways and the collection and delivery of the Transfer Revenue to TFFIF, including the maintenance of the Expressways, as well as the ability to provide service and the collection of tolls, over which TFFIF will only have limited control. Moreover, the amount of Transfer Revenue from the Initial Expressways depends on a variety of factors such as procedure and consideration in the adjustment of toll rates, traffic management and the condition of the Initial Expressways. These factors are under the control of EXAT.

1.3. Inability to acquire new assets or generate new revenue streams would materially limit TFFIF’s operations and may materially and adversely affect TFFIF’s financial results and position and future prospects, and may result in the dissolution of TFFIF upon the termination or expiry of the Revenue Transfer Agreement. The value of the Initial Infrastructure Asset will decrease as the remaining term of the Revenue Transfer Agreement decreases. At the end of the Grant Period pursuant to the Revenue Transfer Agreement, if TFFIF does not acquire new assets or other revenue streams, the value of Investment Units could possibly be nil.

1.4. TFFIF may not have ownership over the future toll revenue transferred to it by EXAT pursuant to the Revenue Transfer Agreement in case such transfer is deemed to be a “sale for transfer of ownership” under Thai laws, and such revenue may be subject to claims by other creditors.

1.5. TFFIF and Unitholders are limited in their remedies against EXAT in the event of a breach of the Revenue Transfer Agreement or total loss caused to any of the Initial Expressways resulting from EXAT’s fault as under Thai law all of EXAT’s properties are not subject to an attachment or other forms of execution of legal judgment.

1.6. As a newly established entity, TFFIF has limited operating history and Unitholders have limited financial information in evaluating TFFIF and in making an investment decision.

1.7. The Management Companies may not be able to implement their investment strategies and may agree to amendments or modifications to the Revenue Transfer

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Agreement or grant waivers or consents without first obtaining consent from the Unitholders.

1.8. The Management Companies and TFFIF are not experienced in the operations of toll roads, and the Management Companies’ inability to manage TFFIF or EXAT’s inability to operate the Initial Expressways in an effective and efficient manner could have a material adverse effect on the operations, financial results and position and future prospects of TFFIF.

1.9. TFFIF is subject to certain risks relating to the Revenue Transfer Agreement in case of breach of EXAT’s obligations under the Revenue Transfer Agreement or an event of default, or certain situations under which EXAT may be deemed not to be in breach under such obligations or not to be in default.

1.10. If EXAT repudiates or denies the validity or enforceability of the Revenue Transfer Agreement, or denies the binding effect of the Revenue Transfer Agreement on it, or if there are events that affect the status or capability of EXAT to perform its obligations under the Revenue Transfer Agreement, there could be a material adverse effect on the operations, financial results and position and future prospects of TFFIF.

1.11. An increase in the VAT rate applicable to toll rates in Thailand that would raise the VAT in excess of 10.0% may decrease the amount of Transfer Revenue.

1.12. TFFIF may face repayment and refinancing risks with respect to any future debt and may not be able to obtain any required future financing on commercially acceptable terms or at all.

1.13. TFFIF’s rights and the rights of Unitholders to recover claims against the Management Companies and the Fund Supervisor are limited.

1.14. The Independent Appraisal Reports, any underlying Reports, and the NAV per Investment Unit of TFFIF are not opinions on the commercial merits of TFFIF or its business, nor are they opinions, expressed or implied, as to the future trading price of the Investment Units or the financial condition of TFFIF upon listing, and the valuation contained therein may not be indicative of the true value of TFFIF’s initial assets.

2. Risks relating to the Operations of the Initial Expressways

2.1. The right to the Transfer Revenue that TFFIF will acquire under the Revenue Transfer Agreement depends on the traffic volume of the Initial Expressways which may vary due to factors outside of EXAT’s control.

2.2. Any future revenue that TFFIF will receive depends on toll rates applicable on the Initial Expressways as well as any exemptions thereof whereby such toll rate adjustments or exemptions may depend on factors outside of EXAT’s control such as the requirements for EXAT to comply with Government policies by granting toll

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rate exemptions during New Year’s Day and the Thai Songkran festival or in cases of special events and the announcement of new toll rates by the Ministry of Transport as published in the Royal Gazette.

2.3. If motorists choose alternative roads or modes of transport, traffic volume on the Initial Expressways may decrease.

2.4. If the Government or EXAT (in compliance with the Government’s policies or orders) constructs, extends or renovates roads, routes or such other transportation systems which have similar use and any part thereof runs in competition with the Initial Expressways, the traffic volume of the Initial Expressways may materially decrease.

2.5. The capacity of the Initial Expressways may limit traffic growth.

2.6. The capacity derived from the report on the projected traffic volume of the Traffic Consultant is calculated based on expressway structures and is dependent upon factors such as development of real estate around expressways and motorists’ behavior which could change in the future.

2.7. Traffic volume forecasts are subject to various and significant uncertainties.

2.8. Unforeseen events may disrupt the use of the Initial Expressways.

2.9. The insurance coverage for the Initial Expressways may not be sufficient to cover all potential losses.

3. Risks relating to EXAT

3.1. Toll revenue may be reduced by toll collection leakages or technical failures.

3.2. EXAT’s operating costs and capital expenditures may increase.

3.3. EXAT may not be able to generate sufficient cash flows to meet its debt service obligations or fund its other liquidity needs including operational costs.

3.4. Construction projects that EXAT undertakes may be subject to delays and cost over- runs.

3.5. EXAT is subject to risks associated with litigation and regulatory proceedings.

3.6. EXAT is subject to risks associated with litigation relating to the transfer of the right to the Transfer Revenue under the Revenue Transfer Agreement.

3.7. EXAT’s operations are partly dependent on the application of technology.

3.8. EXAT is dependent on key management personnel and its Board of Directors.

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3.9. The Board of Directors of EXAT comprises representatives from various Government agencies and there is no guarantee that there will not be conflicts of interest as a result.

3.10. The Department of Highway (“DOH”) can cease to permit EXAT to use the land on which the Burapha Withi Expressway is located, and EXAT would not be entitled to damages or reimbursement of expenses in such case.

4. Risks relating to Thailand

4.1. The Initial Expressways are located in Thailand and TFFIF is subject to economic, legal and regulatory uncertainties in Thailand

4.2. Future changes in laws, regulations or enforcement policies in Thailand could adversely affect TFFIF.

4.3. Political instability in Thailand may have a direct impact on the business of TFFIF and the market price of the Investment Units.

4.4. When there is a change in the Government, a new administration may not continue to carry out the existing plans of the current administration.

4.5. Continued violence in southern Thailand, terrorist attacks and international and regional instability could materially and adversely affect the operations, financial results and position and future prospects of TFFIF.

4.6. Thailand is subject to potential sanctions from other countries which may impact its economy.

4.7. Thailand is prone to floods, which may continue to have a material adverse impact on the Thai economy.

4.8. Non-enforceability under Thai law of non-Thai judgments may limit Unitholders’ ability to recover damages from TFFIF or the Management Companies.

4.9. TFFIF is subject to corporate disclosure and accounting requirements that may differ from those in other countries in certain significant respects.

4.10. The financial statements of TFFIF will be prepared in accordance with TFRS, which differs from IFRS in certain material respects.

5. Risks relating to the Investment Units

5.1. Neither TFFIF nor the Management Companies can assure Unitholders that TFFIF will be able to make distribution payments on the Investment Units or maintain any given level of distributions.

5.2. No prior market for the Investment Units exists.

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5.3. The price of the Investment Units could fluctuate significantly, and Unitholders may not be able to resell the Investment Units at or above the offering price.

5.4. TFFIF may be dissolved upon the occurrence of certain events or TFFIF may reduce its registered capital if it cannot acquire the Infrastructure Assets within the required period.

5.5. Future sales of the Investment Units, and the availability of large numbers of the Investment Units for sale, could adversely affect the trading price of the Investment Units.

5.6. The MOF, whose interests may be different from those of the other Unitholders, may exercise its right as the major Unitholder.

5.7. Unitholders are unable to sell their Investment Units back to the Management Companies.

5.8. The Management Companies may only be removed by a resolution of Unitholders representing not less than 50% of the total Investment Units or by the Thai SEC.

5.9. The market price of the Investment Units may decrease if the price of additional Investment Units offered for sale is lower than the price of the Investment Units before such offering.

5.10. Non-resident individual Unitholders may be subject to tax on dividends received from TFFIF on a self-declaration basis unless certain conditions are met and certain identifying information is provided.

5.11. There are risks associated with the trading of Investment Units.

5.12. The ability of Unitholders to participate in future rights offerings may be limited.

6. Risks relating to Foreign Investors’ investment in the Investment Units

6.1. The Thai securities market is relatively small and may cause the market price of the Investment Units to be more volatile than the prices of securities listed on securities exchanges in other countries.

6.2. Fluctuations in the exchange rate of the Thai Baht with respect to the U.S. Dollar or other currencies will affect the foreign currency equivalent of the value of the Investment Units and any distributions.

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PART 2

OPERATION OF THE FUND

1. INFORMATION OF THE FUND

Fund Name (Thai) กองทุนรวมโครงสร้างพื้นฐานเพื่ออนาคตประเทศไทย

Fund Name (English) Thailand Future Fund

Abbreviated Name of Fund TFFIF

Management Companies Krungthai Asset Management Public Company Limited

MFC Asset Management Public Company Limited

Project Description: TFFIF is a specific fund. The Unitholders will not be able to sell their investment units back to the Management Companies.

Project Life: Close-ended fund with indefinite term

Listing Date Investment Units listed on the SET on the 31st day of October 2018

Type of Listed Securities Number of Investment Units: 4,570,000,000 units (Par value per unit: THB 10)

Total value: THB 45,700,000,000

Summary of Project The establishment, management and investment of TFFIF is in accordance with the government policy as approved by Cabinet resolutions. The key rationale for the establishment of TFFIF has been that TFFIF will invest in infrastructure assets developed by state agencies of Thailand. The Office of the SEC gave its approval for TFFIF to be established and managed on the 25th day of October 2016 and the registration of the initial assets of TFFIF was made on the 24th day of November 2016 with the Initial Capital of THB 1,000,000,000.

On the 5th day of October 2018, TFFIF was approved to increase its capital for the first time and on the 26th day of October 2018, the registration of the increased capital was approved. The registered capital after the capital increase totals THB 45,700,000,000. On the 29th day of October 2018, TFFIF invests in the initial Infrastructure Assets comprising of the Transfer Revenue of 45.0% of the Net Toll Revenue collected from motorists using Chalong Rat Expressway and the Burapha Withi Expressway for a 30-year period. On the 31st day of October 2018 TFFIF is listed and trading on the SET commences.

Fund Supervisor Kasikornbank Public Company Limited

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Registrar Thailand Securities Depository Company Limited.

Investment Objectives TFFIF was established with an objective to invest mainly in Infrastructure Businesses that have the potential to create returns for TFFIF and to generate continued growth in returns on investment in order to enable TFFIF to make regular distributions to Unitholders.

2. POLICY, BUSINESS OVERVIEW AND PROCUREMENT OF BENEFITS

2.1 Aims and Objectives

The establishment, management and investment of TFFIF is in accordance with the Government policy as approved by Cabinet Resolutions, from a series of cabinet meetings, which can be summarised as follows:

No. Date of Cabinet Details of Cabinet Resolutions Resolutions

1. 17 November 2015 The Prime Minister issued an order on economic matters to require that the MOF, as the leading agency, consider and determine, in collaboration with other relevant agencies, guidelines on fundraising from capital markets to support the implementation of policies concerning the economy, particularly with respect to the investment in material infrastructure of the country and to expedite the establishment of a large infrastructure fund.

2. 15 December 2015 2.1 The Cabinet approved in-principle the establishment of TFFIF in accordance with the proposal of the MOF. The rationale for the establishment of TFFIF has been that:

(a) TFFIF will provide support to the Government’s investment in infrastructure projects to enhance the country’s competitiveness in the long-term;

(b) TFFIF will be a new source of funding for the development of infrastructure projects;

(c) TFFIF will ease the financial burden of the Government in raising funds for the investment in infrastructure projects;

(d) TFFIF will provide investors and those with savings with an opportunity to invest in quality Infrastructure Assets of state agencies; and

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No. Date of Cabinet Details of Cabinet Resolutions Resolutions

(e) TFFIF will support the development of the capital market of Thailand by providing an investment alternative.

2.2 The Cabinet resolved to approve the appointment of the Committee on the Establishment and Supervision of Thailand Future Fund to have the power and duties in connection with the establishment and operations of TFFIF and to also have powers an duties to consider details, forms and structures of operations of TFFIF, to consider the investments of and the redemption of Investment Units of the MOF in TFFIF and to perform any other tasks relating to TFFIF, including to co-ordinate with relevant agencies in accordance with the assignments from the MOF to ensure that the operations of TFFIF are efficient and are within the scope of the Cabinet’s approval.

3. 12 July 2016 3.1 The Cabinet approved the amended structure of the proposal made by the MOF with respect to the key features of TFFIF which had been approved by the Cabinet Resolution on December 15, 2015 whereby initially there would have been no fundraising from other investors, and the MOF would have been the sole unitholder of TFFIF having approximately THB 10 billion as the initial capital for the purpose of the establishment of TFFIF. For the purpose of an investment of approximately THB 1,000 million, the MOF would have had to redeem the Type B units of the MOF in the Vayupak Fund and use the proceeds from the redemption to purchase the Investment Units in TFFIF. The MOF would then consider using cash or securities to finance the remaining investment of approximately THB 9,000 million, or pay the subscription price of the Investment Units in TFFIF with the Type A units in Vayupak Fund (pay-in-kind), as it considered appropriate.

3.2 The Cabinet acknowledged the potential infrastructure projects for the investment by TFFIF which include 2 existing projects of the DOH, which are the Motorway No.7, Bangkok-Baan Chaang Route; and the Motorway No. 9 Outer Bangkok Ring Road route.

4. 30 May 2017 The Cabinet approved, in accordance with the MOF’s proposal, the structure and features of TFFIF for the fundraising by EXAT via TFFIF, the principles, the key terms and conditions of the Revenue Transfer Agreement, the investment of the MOF in TFFIF and the incentive measures for EXAT to raise funds via TFFIF using its Infrastructure Assets. The resolution also required that the Ministry of Transport, EXAT and the MOF proceed, without delay, with finalizing the terms of the Revenue Transfer Agreement including, other relevant details, and that the Government shall hold units in TFFIF at an appropriate level to provide assurance to investors as to its unitholding stability.

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Therefore, with consideration to the above principles for the establishment of TFFIF, the TFFIF is established with the objectives to generate returns for Unitholders at appropriate risk by investing in the Infrastructure Business Assets as intended, as well as procuring benefits from such Assets which will be invested in in the future. The Infrastructure Business Assets may be the assets of the project owner agency already in existence or which shall be created in the future. The Assets must have the potential to generate revenue for TFFIF and as such enable TFFIF to make long-term distributions to Unitholders in accordance with the terms and conditions as additionally stated in the Fund Scheme and prospectus, or as may be determined by the Unitholders’ resolution.

The Office of the SEC approved the establishment and management of TFFIF on the 25th day of October 2016 and the initial assets of TFFIF were registered on the 24th day of November 24, 2016. The initial capital was THB 1,000 million.

On the 5th day of October 2018, TFFIF first received an approval to increase the registered capital. TFFIF is approved for registration of capital increase on the 26th day of October 2018 with THB 45,700,000,000 registered capital after capital increase. The initial infrastructure assets which TFFIF invests in, on the 29th day of October 2018, comprises of the right to the Transfer Revenue equaling 45.0% of tolls actually collected from the motorists for the use of the Chalong Rat Expressway and the Burapha Withi Expressway for a 30-year period. The Investment Units are listed and trading commenced on the SET on the 31st day of October 2018.

Distribution Policy and Distribution Method

Distributions to the Unitholders can be made from time to time by way of dividend payments and capital reduction as permitted under the Fund Scheme and the Thai Securities Law.

Distribution Policy

TFFIF has a dividend policy to pay dividend distributions to unitholders at least twice a year if TFFIF has sufficient retained earnings.

(a) In order to comply with the Fund Scheme and the Securities Law, if TFFIF has sufficient retained earnings in a given financial year and does not have accumulated losses, it must pay, in aggregate, not less than 90% (or any other percentage as may be permitted by the Securities Law from time to time) of its adjusted net profit for the financial year as dividend distributions to unitholders within 90 days from the end of the financial year of TFFIF or, with respect to an interim distribution payment, from the day following the end of such fiscal period, except where there is a necessary cause which prevents payment of interim distributions, in which case the Management Companies must notify the unitholders and the Thai SEC in writing accordingly.

"Adjusted net profit" means the net profit of TFFIF adjusted with the following:

(1) unrealised gain from the appraisal of the infrastructure assets of TFFIF and other adjustment items in accordance with the guidelines of the Thai SEC, to be in line with the cash basis of TFFIF;

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(2) capital reserve for the repair, maintenance and improvement of the infrastructure business of TFFIF according to the plan clearly specified in the Fund Scheme and the Prospectus or notified in advance by the Management Companies to Unitholders;

(3) capital reserve for repayment of any loan of TFFIF according to the financing policy clearly specified in the Fund Scheme or notified in advance by the Management Companies to Unitholders; and

(4) capital reserve for dividend to be distributed to the class of Unitholders who are entitled to receive the distribution before other Unitholders (if any).

In the event that TFFIF has a non-cash expense, such as an expense that is gradually amortised or an unrealised loss, the Management Companies will prepare capital reserves for the items set out under (2), (3) and (4) in the amount not exceeding the amount prescribed under (2) and (3) above for each financial period less the non-cash expenses.

(b) If the TFFIF has retained earnings, TFFIF may pay dividends from such retained earnings.

(c) The Management Companies will not pay dividends if TFFIF has accumulated loss.

If the criteria for dividend payments under securities laws are otherwise amended, supplemented or relaxed, the Management Companies will proceed accordingly. In such event, it shall be deemed that approval has been obtained from unitholders and it will not be deemed to be an amendment to the Fund Scheme.

Conditions for Distribution

If the value of interim distributions per Investment Unit to be paid is lower than or equal to THB 0.10, the Management Companies reserve the right not to pay such interim distributions at that time and to bring such interim distributions forward for payment together with the payment of annual distribution, in accordance with the distribution payment conditions and criteria as specified. TFFIF will, in aggregate, give distributions payment of at least 90.0% of the adjusted net profit.

Methods of Distribution Payment

The Management Companies will pay dividends in THB within 90 days from the end of relevant financial year or the relevant dividend distribution period or in the case of interim dividend payment, within 90 days from the end of the relevant financial period in which the dividend is distributed. If the Management Companies are not able to pay the dividends within such period, the Management Companies will notify the Unitholders and the Office of the SEC in writing.

The Management Companies will announce the payment of the dividends, the date of registrar book closure for dividend payment, and the rate of dividends by:

(a) publishing in at least one daily newspaper in Thailand;

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(b) posting such announcement at every office or place of business of the Management Companies; and

(c) sending a notice to the Unitholders whose names appears in the registrar book as at the date of registrar book closure, the Fund Supervisor and the SET.

Only the Unitholders whose names are recorded in the registrar book at the date of the registrar book closure will be entitled to receive the dividend.

The Management Companies must pay the dividends into the bank accounts of the unitholders or by an account payee only cheque in accordance with the list of the Unitholders and their addresses as they appear in the registrar book.

If any unitholder does not exercise its right to receive such the dividend distributions within the statutory prescription period, the Management Companies will not utilize such dividend for any purpose other than for the benefit of TFFIF.

Return of Capital

In addition to the dividend to be received by the Unitholders in proportion to their unitholding, the Unitholders will also be entitled to receive the proceeds from the capital reduction in the event that TFFIF has excess liquidity and reduces its registered capital. There will be no reduction in or return of capital from premium.

In such cases, the Management Companies shall carry out the reduction of the TFFIF's registered capital in order for the proceeds to be returned in accordance with the Fund Scheme.

2.2 Significant Changes and Development

Significant Development to the TFFIF are as follows:

25 October 2016 The Office of the SEC approved the establishment and management of TFFIF and the initial assets of TFFIF were registered on the 24th day of November 2016 with initial capital of THB 1,000,000,000.

24 November 2016 The registration of assets of the TFFIF Fund Scheme as infrastructure fund in accordance with Securities and Exchange Act, B.E. 2535

28 August 2018 The MOF, as the sole Unitholder of TFFIF notified the Management Companies, in writing, of the approval for the amendment of the Fund Scheme

29 August 2018 The Management Companies submit for approval a request to increase the registered capital of TFFIF, the details of the Fund Scheme and the draft Prospectus to the Office of the SEC.

27 September 2018 Office of the SEC receives the draft Prospectus and details of the Fund Scheme as further amended and the cooling period starts to run for the

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distribution of information on the Prospectus for the offering of the Investment Units for the capital increase of the TFFIF and the most recent additional amendment to the Fund Scheme.

5 October 2018 Office of the SEC gives its approval to the capital increase for the first time on the 5th day of October 2018.

26 October 2018 Office of the SEC approves the registration of the increased capital and the registered capital after the increased capital totals THB 45,700,000,000.

29 October 2018 TFFIF invested in the initial infrastructure assets for the first time which comprises of the right to the Transfer Revenue equaling 45.0% of tolls actually collected from the motorists for the use of the Chalong Rat Expressway and the Burapha Withi Expressway for a 30-year period.

31 October 2018 The Investment Units are listed and trading commenced on the SET.

2.3 Managerial Structure

- Representatives of Management Companies and Infrastructure Business Experts appointed by MOF or SEPO - Give advice re: Management of TFFIF’s assets and select investment with potential - Present Infrastructure Business Assets with potential to TFFIF

Note: The MOF shall hold and subscribe for newly issued Investment Units of TFFIF, and maintain its holding percentage of at least 10.0% of the total number of the issued Investment Units at all times until the end of five years from the day on which the Investment Units of TFFIF that were offered in the initial public offering commenced trading on the Stock Exchange of Thailand. The MOF may subscribe for up to THB 10 billion worth of Investment Units in accordance with the relevant Cabinet Resolution.

TFFIF invests in the right to the Transfer Revenue derived from existing routes of the Initial Expressways which equals 45.0% actually collected from the motorists for the use of the Chalong Rat Expressway and the Burapha Withi Expressway for a 30-year period from the Transfer Date.

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2.4 Assets of TFFIF

2.4.1 Details of TFFIF’s Assets

Assets Value, NAV and Value of Investment Unit on the 30th day of September 2019 are as follows: Types of Assets Assets Value Percentage of (THB million) NAV

Investment in the Revenue Transfer Agreement at fair value 53,166 97.86 Investment in Securities at fair value 483 0.89 Cash at Bank 54 0.10 Account receivable from Revenue Transfer Agreement 26 0.05 Prepaid expenses 5 0.01 Deferred Units issuance costs 611 1.12 Total Assets 54,346 Account payable and accrued expenses (15) (0.03) Total NAV 54,331 100.00

Number of Investment Units (Unit) 4,570,000 Value per Investment Unit (THB) 11.8886

2.4.2 TFFIF’s Investment Assets

The Initial Infrastructure Assets which TFFIF will invest in comprise the right to the Transfer Revenue derived from existing routes of the Initial Expressways which are Chalongrat Expressway and Burapha Withi Expressway. EXAT will be responsible for the day-to-day management of the Initial Expressways, pursuant to the relevant laws and the terms of the Revenue Transfer Agreement. Pursuant to the Revenue Transfer Agreement, the Transfer Revenue will equal 45.0% of the Net Toll Revenue collected from the existing routes of the Initial Expressways for a 30-year period from the Transfer Date. In order to incentivize EXAT, if EXAT is able to achieve certain target levels of Project Revenue derived from the existing routes of the Initial Expressways, the share of the portion of the Net Toll Revenue may be adjusted. The Net Toll Revenue will be the tolls collected from the existing routes of the Initial Expressways net of an amount calculated, in accordance with the Revenue Transfer Agreement, with reference to VAT or such relevant sum: (a) 10%, if the VAT rate applicable to toll rates is less than or equal to 10.0%, or (b) the actual VAT rate applicable to the toll rates, if such VAT rate is more than 10.0%, provided that the toll rates used for the calculation of the amounts pursuant to (a) or (b) are VAT inclusive. TFFIS may procure benefits from the right to Transfer Revenue by receiving the future Transfer Revenue from the Initial Expressways of EXAT throughout the 30-year period of the Revenue Transfer Agreement from the Transfer Date until the date of termination of the Revenue Transfer Agreement.

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The two Initial Expressways cover a total length of 83.2 km and comprise:

(a) the 28.2 km Chalong Rat Expressway, which connects the Eastern Bangkok Outer Ring road, located in the proximity of the Chatuchot area, with the Chaloem Maha Nakhon Expressway around At Narong and the Bang Na – At Narong Expressway; and

(b) the 55.0 km Burapha Withi Expressway, which is one of the longest elevated toll roads in Thailand and begins at the end of the Chaloem Maha Nakhon Expressway, in the proximity of Bang Na district, continuing to the east across the Bang Pakong river and ends in Chonburi province.

TFFIF may also invest in additional assets, securities and/or other financial instruments as permitted by applicable Thai Securities Laws.

Details of TFFIF’s Assets

1. Appraiser : American Appraisal (Thailand) Ltd.

2. Date of Appraisal : 30th day of September 2019

3. Details of Assets :

The right to receive Transfer Revenue equaling 45.0% of the Net Toll Revenue collected from the existing routes of two EXAT’s Expressways, which are Chalong Rat Expressway and Burapha Withi Expressway for a 30-year period from the Transfer Date in accordance with the Transfer Revenue Agreement.

(1) the 28.2 km Chalong Rat Expressway, which connects the Eastern Bangkok Outer Ring road, located in the proximity of the Chatuchot area, with the Chaloem Maha Nakhon Expressway around At Narong and the Bang Na – At Narong Expressway; and

(2) the 55.0 km Burapha Withi Expressway, which is one of the longest elevated toll roads in Thailand and begins at the end of the Chaloem Maha Nakhon Expressway, in the proximity of Bang Na district, continuing to the east across the Bang Pakong river and ends in Chonburi province.

4. Appraisal Method The income approach is adopted in the appraisal pursuant to which the cash flows and are calculated to present value by the relevant discount rate which reflects the rate of return for associated risks according to the cash flow structure of TFFIF for a period of 29 years from the 1st day of October 2019 to the 30th day of September 2038.

5. Assumption used for the Appraisal

Discount Rate 7.25%

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6. Asset Value

Value according to structure of TFFIF under the Revenue Transfer Agreement

Asset Details Appraised Value (THB)

The right to receive Transfer Revenue equaling (1) Chalong Rat 26,940,000,000 45.0% of the Net Toll Revenue collected from Expressway the existing routes of Chalong Rat Expressway and Burapha Withi Expressway for a 29-year (2) Burapha Withi 26,226,000,000 period Expressway

Total 53,166,000,000

2.4.3 Details on the additional investment in Infrastructure Business Assets for the period from the 1st day of October 2018 to the 30th day of September 2019

The Initial Infrastructure Assets which TFFIF invests in comprise of the right to the Transfer Revenue equaling 45.0% deriving from the Toll Revenue actually collected from motorists using Chalongrat Expressway and Burapha Withi Expressway for a 30-year period on the 29th day of October 2019.

2.4.4 Details on the distribution of transfer of the Infrastructure Assets for the period from the 1st day of October 2018 to the 30th day of September 2019

In the recent financial period, there has been no distribution nor transfer of the Infrastructure Assets.

2.5 The Procurement of Benefit from the Infrastructure Assets

2.5.1 The Procurement of Benefit from the Infrastructure Assets

The Initial Infrastructure Assets which TFFIF will invest in shall comprise the right to the Transfer Revenue derived from existing routes of the Initial Expressways. EXAT will be responsible for the day-to-day management of the Initial Expressways, pursuant to the relevant laws and the terms of the Revenue Transfer Agreement. Pursuant to the Revenue Transfer Agreement, the Transfer Revenue will equal 45.0% of the Net Toll Revenue collected from the existing routes of the Initial Expressways for a 30-year period from the Transfer Date. In order to incentivize EXAT, if EXAT is able to achieve certain target levels of Project Revenue derived from the existing routes of the Initial Expressways, the share of the Revenue may be adjusted. The Net Toll Revenue will be the tolls collected from the existing routes of the Initial Expressways net of an amount calculated, in accordance with the Revenue Transfer Agreement, with reference to VAT or such relevant sum as follows: (a) 10%, if the VAT rate applicable to toll rates is less than or equal to 10.0%, or (b) the actual VAT rate applicable to the toll rates, if such VAT rate is more than 10.0%, provided that the toll rates used for the calculation of the amounts pursuant to (a) or (b) are VAT inclusive. EXAT’s obligations in relation to the deduction of such amount and the computation of the Net Toll Revenue, shall be in accordance with the

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method set out in the Revenue Transfer Agreement. In addition, any applicable taxes or fees assessed on the tolls collected which may be payable to any Thai government agency in the future pursuant to applicable laws shall also be deducted from the tolls for the purpose of determining the Net Toll Revenue.

The two Initial Expressways cover a total length of 83.2 km and comprise:

(a) the 28.2 km Chalong Rat Expressway, which connects the Eastern Bangkok Outer Ring road, located in the proximity of the Chatuchot area, with the Chaloem Maha Nakhon Expressway around At Narong and the Bang Na – At Narong Expressway; and

(b) the 55.0 km Burapha Withi Expressway, which is one of the longest elevated toll roads in Thailand and begins at the end of the Chaloem Maha Nakhon Expressway, in the proximity of Bang Na district, continuing to the east across the Bang Pakong river and ends in Chonburi province.

In the financial year ended September 30, 2018 and the period ending June 30, 2019, the average daily traffic volume on the Initial Expressways was 388,324 vehicles per day and 372,518 vehicles per day, respectively.

Details of the Initial Expressways

(a) The Chalong Rat Expressway is a 28.2 km six-lane elevated expressway that runs from the Eastern Bangkok Outer Ring road located in the proximity of Chatuchot, over Ram Inthra road in a south-west direction, thereafter, over Lat Phrao road, Pracha Uthid road and Rama IX road in a south direction, and finally over the Ramkhamhaeng road and Pattanakarn road in a south-east direction. From there, it runs parallel to Klong Tan, over Sukhumvit road east of the Phra Khanong bridge, and merges with the Chaloem Maha Nakhon Expressway around At Narong and the Bangna – At Narong expressway. The expressway was built in 1996 to alleviate traffic congestion along (i) the Ram Inthra road and the central business district of Bangkok to bypass Lat Phrao road, Rama IX road and Phetchaburi road and (ii) Chaloem Maha Nakhon Expressway.

The Chalong Rat Expressway connects the northern suburbs of Bangkok to the inner Bangkok area and seeks to address motorists’ demand for intra-city transportation and passes through significant residential areas and commercial districts at Lat Phrao District, Pracha Uthid road, Rama IX road and Ramkhamhaeng road. According to TEAM Consulting, the northern suburban area of Bangkok is one of the most attractive residential areas for people looking to move out of the Bangkok city center given the greater availability and price of land, relative ease of access to Bangkok’s inner area and close proximity to amenities which include shopping malls, quality hospitals and schools. The Chalong Rat Expressway was built to allow those living in the northern suburban areas to travel to and from their workplaces located in Bangkok’s central business district. It is directly connected with the Chaloem Maha Nakhon Expressway and the Si Rat Expressway, making it convenient for motorists to travel to areas within or around Bangkok. As it allows motorists to avoid highly congested areas such as Lat Phrao Road, Rama IX Road, and Phetchaburi Road, the Chalong Rat Expressway helps to alleviate traffic congestion in Ram Inthra and Bangkok downtown areas.

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The Chalong Rat Expressway is available for use by motorists in vehicles with four wheels, vehicles with six to ten wheels and vehicles with more than ten wheels. The Chalong Rat Expressway typically experiences increased traffic volume during the morning rush hours in the inbound direction between 6.00 a.m. and 8.00 a.m. when motorists travel towards the central business district of Bangkok for work. The evening rush hours typically occur between 5.00 p.m. and 7.00 p.m. in the outbound direction as motorists travel back home from work.

The table below sets forth, for the period indicated therein, the toll rates for each vehicle category collected along the Chalong Rat Expressway:

The toll rates for Chalong Rat Expressway (1) March 2009 to the date hereof (THB) Chatuchot – Ram Inthra 1 and At-Narong Sukhapiban 5 - 2 (inbound and (Outbound) outbound) Vehicles with four wheels 40 20 Vehicles with six to ten wheels 60 30 Vehicles with more than ten 80 40 wheels

(1) Toll rates refers to the toll rates applicable to vehicles that use the Initial Expressways which are, as at the date hereof, inclusive of a 7.0% VAT applicable in Thailand (as at the date hereof, for the Chalong Rat Expressway, such VAT rate is absorbed by u a THB 10 discount on outbound toll rates for vehicles entering the Chalong Rat Expressway through the Rama IX-1, Rama IX-2 and Lat Phrao toll booths.

The table below sets forth, for the periods indicated therein, the average daily traffic volume for each vehicle category:

Average Daily Traffic Volume on Chalong Rat Expressway (vehicle per day)

Financial Year ending 30th September 2017 2018 2019

Vehicles with four wheels 218,997 228,895 238,238 Vehicles with six to ten wheels 2,538 2,636 2,720 Vehicles with more than ten 390 456 483 wheels Total 221,925 231,987 241,441

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(b) The Burapha Withi Expressway is a 55.0 km six-lane elevated expressway that is one of the longest elevated toll roads in Thailand and is one of only two toll road routes which link Suvarnabhumi International Airport to the central business district of Bangkok. The Burapha Withi Expressway runs from the end of the Chaloem Maha Nakhon Expressway, in the proximity of Bang Na, over Highway No. 34 (Bang Na – Bang Pakong) towards the Bang Pakong river in the east, ending in the Chonburi province. The expressway was built in 1996 to alleviate traffic congestion along Highway No. 34 (Bang Na – Bang Pakong), and to aid the development of the Eastern Seaboard coast.

The Burapha Withi Expressway connects the south-eastern areas of Bangkok, which, according to TEAM Consulting, are among the most affluent areas of the city, with key destinations such as Suvarnabhumi International Airport, Bangkok International Trade and Exhibition Centre and Mega Bangna (one of the largest shopping malls in Thailand), Chonburi province, one of Thailand’s largest industrial hubs and deep-sea ports, and its surrounding provinces, which comprise the Eastern Seaboard and considered by TEAM Consulting to be among the largest industrialised areas in Thailand with large industrial estates, such as Amata Nakorn Chonburi. In addition, the Burapha Withi Expressway is a primary route for motorists and freight between Bangkok and Chonburi province. Motorists can continue their journey from the end of the Burapha Withi Expressway to large industrial estates such as Map Ta Phut (the largest industrial complex in Thailand), Hemaraj Chonburi and Pattaya, a prominent tourist destination in Thailand.

The Burapha Withi Expressway is available for use by motorists in vehicles with four wheels, vehicles with six to ten wheels and vehicles with more than ten wheels.

The Burapha Withi Expressway typically experiences increased traffic volume during morning rush hours in the inbound direction between 7.00 a.m. and 9.00 a.m. as motorists travel towards central business district of Bangkok for work. The evening rush hours typically occur between 5.00 p.m. and 7.00 p.m. in the outbound direction as motorists travel back home from work.

The table below sets forth, for the periods indicated therein, the toll rates for each vehicle category collected along the Burapha Withi Expressway:

Toll Rates Collected along the Burapha Withi Expressway

May 1999 to September 2008 to September 2013 to September 2018 August 2008 August 2013 August 2018 onwards Distance Distance Distance Distance Distance Distance Distance Distance traveled traveled traveled traveled traveled traveled traveled traveled more more more more than 20 km 20 km than than 20 km than 20 km or or less or less or less less 20 km 20 km 20 km 20 km (THB/KM) (THB) (THB) (THB/ (THB/ (THB) (THB/ (THB) KM) KM) KM) Vehicles with 20 1.00 20 1.20 20 1.30 20 1.33 four wheels

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Vehicles with 40 2.00 45 2.40 50 2.60 50 2.66 six to ten wheels Vehicles with 60 3.00 70 3.60 75 3.90 75 3.99 more than ten wheels

The table below sets forth, for the periods indicated therein, the average daily traffic volume for each vehicle category:

Unit: vehicle per day 2017 2018 2019 Vehicles with four wheels 139,963 148,451 152,997 Vehicles with six to ten wheels 6,350 6,623 6,727 Vehicles with more than ten 1,226 1,263 1,330 wheels Total 147,539 156,337 161,054

2.6 Information on any loan of TFFIF on the 30th day of September 2019

In the recent financial period, there has been no loan of TFFIF.

3. OVERVIEW OF THE INDUSTRIAL SITUATION

THE BANGKOK METROPOLITAN REGION TRANSPORTATION OVERVIEW

1. General Context

1.1 The area encompassing the current Bangkok toll roads and motorways includes the Bangkok Metropolitan Region (BMR) and its extended area, Chonburi and Chachoengsao provinces. The BMR is comprised of Bangkok Metropolitan (BMA) and its five vicinity provinces, namely Nonthaburi, Samutprakarn, Pathum Thani, Samut Sakhon and Nakhon Pathom with total area of approximately 7,800sq.km, see Figure 1.

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Figure 1 BMR and the Extended Area

1.2 According to the 2010 National Population and Housing Census, the population of the BMR and the extended area was about 16.9 million, accounting for approximately 25.6% of the nation total, see Table 1. In terms of growth, population in this area grew by an average of 3.6% per annum over the period from 2000 to 2010. Population sharing of the national total increased by 6.2% which suggests a continual in migration of population into this area. About 57% of the BMR population (8.3 million) resided in the Bangkok. It should be noted here that the census population has included those unregistered population from other provinces who reside in the BMR.

Table 1. Population Census 2000 2010 Annual Province Population % of Thailand Population % of Thailand Growth Bangkok 6,355,144 10.4% 8,305,218 12.6% 2.7% Samut Prakan 1,028,401 1.7% 1,828,694 2.8% 5.9% Nonthaburi 816,614 1.3% 1,334,083 2.0% 5.0% Samut Sakhon 466,281 0.8% 887,191 1.3% 6.6% Pathum Thani 677,649 1.1% 1,327,147 2.0% 7.0% Nakhon Pathom 815,122 1.3% 943,892 1.4% 1.5% Chonburi 1,040,865 1.7% 1,555,358 2.4% 4.1% Chachoengsao 635,153 1.0% 715,603 1.1% 1.2% BMR+Ext 11,835,229 19.4% 16,897,186 25.6% 3.6% Thailand 60,916,441 65,981,659 0.8% Source: NSO Population and Housing Census, 2000 and 2010

1.3 In 2017, Gross Provincial Product (GPP, in 2002 price) of the BMR and the extended area was about 6,044 billion baht, which accounts for about 59% of the country’s GDP (10,237 billion baht). The combined GPP of this area grows at

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around 3.7% per year from 2010 to 2017. Table 2 shows the recorded GPP since 2010.

Table 2. Recorded Gross Provincial Product Province 2010 2011 2012 2013 2014 2015 2016 2017 Growth Bangkok 2,596,144 2,712,594 2,889,753 3,075,230 3,190,722 3,335,732 3,474,112 3,612,703 4.8% Samut Prakan 561,490 500,983 578,343 540,823 536,443 548,304 546,276 565,641 0.1% Nonthaburi 147,424 143,434 157,468 171,414 190,420 202,127 212,622 227,562 6.4% Samut Sakhon 262,942 256,519 258,462 253,837 260,845 258,415 267,654 286,225 1.2% Pathum Thani 289,062 243,660 234,181 239,812 243,975 252,385 253,738 277,460 -0.6% Nakhon Pathom 136,363 149,653 172,583 187,975 198,661 210,921 217,677 226,056 7.5% Chonburi 480,926 487,168 473,000 498,437 513,112 536,192 573,598 597,323 3.1% Chachoengsao 201,654 206,066 268,049 250,589 247,920 241,148 255,212 250,732 3.2% BMR+Ext 4,676,006 4,700,077 5,031,840 5,218,118 5,382,098 5,585,223 5,800,890 6,043,701 3.7% Thailand 8,232,394 8,301,559 8,902,823 9,142,075 9,232,085 9,521,414 9,841,014 10,237,021 3.2% Note: Chain Volume Measures, million Baht (Reference year 2002) Source: Office of the National Economic and Social Development Council (NESDB)

1.4 The general pattern of urban growth in the BMR has been characterized by development sprawling out from the urban core areas into the surrounding suburban areas and to the adjacent provinces as a result of ineffective development regulation. The developments generally tend to follow a ribbon-like pattern, with almost continuous frontage retail and commercial activities alongside the main routes or transport infrastructure. A rapid growth in terms of population and economic activities took place in a horizontal rather than in a vertical manner.

2. BMR Passenger Transport Systems

2.1 The principal modes of passenger transportation in Bangkok are all road based of both private modes i.e. car, motorcycles and public transport modes. The current public transportation system of BMR consists of different types of buses (such as regular bus, air-conditioned bus and public van), urban rail rapid transit, taxi/samlor, railway and water transport modes. However, due to the urban’s sprawl and the under-developed public transport system have resulted in the city suffering from the rapid increase in number of private cars and motorcycles.

Road and Toll Road Networks

2.2 The Bangkok road network is broadly a radial pattern from the city core area. The network is characterized by relatively large blocks of urban development bounded by primary and secondary arterials with only limited distributor and access roads within these blocks. In most areas of Bangkok, there is no properly defined road hierarchy. Most primary roads have been subject to ribbon development characterized by uncontrolled frontage access onto the primary road. Hence, the major arterial roads have served not only through traffic, but also provide access for local traffic as can be observed from many median opening U-turn facilities

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provided along the routes to facilitate U-turn access to the development in the opposite side.

2.3 The Bangkok public transport service is inadequate and not comprehensively cover the whole urban area, road and expressway network have played important roles in accommodating the travel demand as they provide convenient or door-to-door service to the destinations. However, the Bangkok’s road system is inadequate to cope with increasing traffic demand. Road space provision in Bangkok is estimated at only around 8% of the total land area. The total road length within the Bangkok is around 4,000 km, of which approximately 360 km is expressway and toll road (The Bangkok Land Use Plan Study, BMA 2011).

2.4 Travel speeds on the central area road networks are highly variable but according to the BMA travel speed surveys, they are typically less than 10kph during peak hours. Comparable car speed in Singapore and Hong Kong are around 28kph (Y2014) and 20kph (Y2017), respectively. It is anticipated that demand will grow faster than the supply of road space resulting in further gradual lowering of average road travel speeds.

2.5 The toll road and expressway network has been devised to cope with increasing traffic and relieve traffic congestion which has achieved its objective. The success of the first stage expressway opened to traffic in 1981 led to a series of subsequent urban and suburban expressway projects constructed and opened during 1990-2000. The current expressway network covers major parts of Bangkok and suburban areas as shown in Figure 2.

Figure 2 Existing BMR Road Network

2.6 It was estimated by MVA that in 2018 during the typical weekday around 12 million vehicular trips (excluding motorcycles) are used on the road and expressway network in BMR and the extended area. Of this, approximately 2 million vehicles

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or 17% have been recorded to use the Bangkok urban and suburban toll road systems for their daily trips.

2.7 The road network of Bangkok has not only been structured to serve transportation within the BMR but also to facilitate the intercity transportation needs between Bangkok and the rest of the country. As Bangkok has grown, the intercity transportation demand has also increased. At present, there are several major inter- city routes access to/from BMR.

2.8 The heavily traffic directions according to the 2018 Department of Highways (DOH) Annual Average Daily Traffic (AADT) are as follows: approximately 244,600 249,600 143,600 vehicles/day are to/from the north (Hwy.no 1, 32, 340), southeast (Hwy.no3, 34, M7, BNBP) and southwest (Hwy.no 4, 35), respectively. From this, approximately 15% 34% 28% are goods related vehicles.

Motor Vehicle Fleet

2.9 As shown in Table 3, in-use motor vehicle fleet in BMR was about 11.8 million as of September 2019. Private car van & pick up and motorcycle have dominated the vehicle fleet with accounting for approximately 93% of total vehicles.

Table 3. BMR Registered Vehicle Fleet Number of Vehicle Annual % of Type Registered Sharing Growth Thailand 2009(1) 2019(2) Private Car and Motorcycle Private Car 2,313,822 4,948,346 7.9% 42.0% 50% Motorcycle 2,865,442 4,424,572 4.4% 37.6% 21% Van & Pick up 1,135,307 1,612,667 3.6% 13.7% 24% Public Transport and Paratransit Microbus & Passenger Van 213,875 230,412 0.7% 2.0% 55% Urban taxi 90,006 81,606 -1.0% 0.7% 95% Motor tricycle Taxi (Tuk Tuk) 16,465 14,054 -1.6% 0.1% 63% Public Motorcycle 101,113 138,526 3.2% 1.2% 76% Bus 45,028 56,873 2.4% 0.5% 35% Truck 194,345 266,004 3.2% 2.3% 23% Total 6,975,403 11,773,060 5.4% 100.0% 30% Source: Department of Land Transport (DLT) Note: (1) As of December 2009, (2) As of September 2019

2.10 From 2009 to 2019, total vehicle registrations grew at average 5.4% per annum and accounts for 30% of the total registered motor vehicles in Thailand. The average annual growth rates of private car and motorcycle over the 10 years period were

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7.9% and 4.4%, respectively and account for 50% and 21% of respective national registrations.

2.11 Taxi and bus fleet accounts for 95% and 35% of the respective national registrations, however their annual growth rates have been relatively low.

2.12 More details of each category are discussed below.

Private Car and Motorcycle

2.13 Throughout the 1980’s and early 1990’s, Thailand had been one of the fastest growing economies in Southeast Asia, approximately 8-10% per annum in the early 90’s before the economic crisis in 1997. The Thai economy had recovered after the crisis and grew by an average of 5% per annum in the 2000’s and has continued to grow although it was interrupted by various political unrests during last ten years. This has translated into rapid increase in real disposable incomes and hence into increases in vehicle ownership.

2.14 Figure 3 shows the trends of cumulative private car and motorcycle ownerships in Bangkok together with the trends of its census population and real GDP growth from 1980 to date. The growth trends of private car and motorcycle show the same trend as for the population and GDP but clearly with strong correlation with GDP growth. This implies they are key driving factors to the vehicle ownership growth.

Note: Since 2004, the record was deducted those abandoned cars from the registration database Sources: DLT, NESDB, NSO, MVA Figure 3 Cumulative Private Car, Motorcycle, Population and GDP growth Trends

2.15 In 1990, about 900,000 private cars were registered in Bangkok. By 2010, this had risen to 2.6 million or about three-fold increase in 20 years and by 2019 to

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about 5 million which implies that almost every household in Bangkok owns one car on average.

2.16 In 2019, about 300-400 new vehicles were added to Bangkok’s roads each day. On average, there were approximately 300 of the private cars per 1000 BMR citizens which was approximately three-fold of the same indicators in Singapore (98) and Hong Kong (76) or approximately at the same level as in London (320). The effect of this high growth in the vehicle fleet has been increasing road congestion and decreasing average travel speed as mentioned earlier.

2.17 The motorcycle fleet has also grown especially rapidly at the same trend, slightly higher, as in the private car, from 730,000 in 1990 to 2.5 million in 2010, and about three and a half-fold increase in 20 years and by 2019 to about 3.8 million. However, the trends of registered motorcycle have turned to be lower than the private car from 2010 expected as income growth and various attractive new car sale campaigns launched by the Government and car manufacturers.

2.18 Figure 4 illustrates trends in the number of new vehicles sales over the period 1990 to date for Thailand as a whole. New vehicle sales (all types) have boomed throughout the mid-90’s, to suddenly collapse from the 1997 economic crisis. It took about 5 years to recover and surpass the pre-crisis sales levels. The vehicle sales were dropped at the beginning of year 2006 and mid 2009 as a result of Thai political problems as well as global economic slowdown, and regrew as a result of economic recovery except during 3 months of serious flood at the end of 2011.

Source: Automotive Industry Club, The Federation of Thai Industries Figure 4 New Vehicle Sales

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2.19 The new vehicle sales are shown to tremendously increase during 2012-2013 due to various stimulus measures by the government especially the first-time car buyer program. The new vehicle sales dropped after 2013 as a result of the slowing demand from the after-effects of the program as buyers brought forward sales to take advantage of the incentive as well as the political unrest during 2013-2014 that led to the military coup in May 2014.

2.20 The growth in private car, pickups and motorcycle ownership in Bangkok is expected to continue although the new vehicle sales have shown to decline since the second quarter of 2019 due to more strictness in auto loan process as well as flooding in many areas that has reduced consumer purchasing power. Taxi/Tuktuk

2.21 Taxis provide a personal, speedy, comfortable and door-to-door service. They serve a role as an alternative to private car. Approximately 82,000 taxis were registered and licensed by the Commercial Vehicle Licensing Office of the Department of Land Transport (DLT) and are mainly operated by various forms of cooperation such as Taxi Cooperative. About 75,000 taxis were assumed in daily operation in BMR.

2.22 Taxi fares are regulated with the following structure: 35 Baht for first 1 km, after that charge with distance fare, 6.50, 7, 8, 8.5, 9, 10.5 Baht/km for km 1-10, 10-20, 20-40, 40-60, 60-80 and beyond 80km respectively.

2.23 Tuktuk is a 3-wheel taxi of three passengers' capacity and is operated mainly in the Bangkok inner area for tourist trip purpose. The numbers of units are restricted to 14,000. Fares are not regulated, and are negotiated on hire, however most are close to fare of metered taxi.

2.24 It is estimated that taxi and Tuktuk carry about 1.7-1.8 million passenger trips in BMR per day. Bus Service

2.25 Buses are the backbone of land public transport in Bangkok accounting for more than 50% of all passenger trips. Bus service is provided by the Bangkok Mass Transit Authority (BMTA) and it operates throughout Bangkok as well as to adjoining provinces.

2.26 As of 2017, the BMTA operate approximately total 2,670 buses in 118 routes directly and a further 11,450 buses that include 3,440 privately-owned buses, 940 minibuses, 2,130 small buses which provide services in local area (Soi) and 4,820 vans operated under BMTA and the private joint service operations, see Table 4. About 90% of total buses are reported in daily operation.

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Table 4. BMR Public Bus Services Fare Type of service Buses Percentage Routes Service time (Baht) (1) Regular: 5.00 – 23.00 BMTA buses 2,671 18.9% 118 8 – 25 All night: 23.00 – 5.00 Private joint buses 3,444 24.4% 94 5.00 – 23.00 9 – 26 Minibus (1) 937 6.6% 42(1) 5.00 – 23.00 10 Shuttles in Sois 2,125 15% 101 5.00 – 21.00 8 – 11 Air-conditioned Van 4,824 34.2% 139 6.00 – 22.00 15 – 62 Suvarnabhumi Airport Van 126 0.9% 8 4.45 – 23.30 21 – 60 Total 14,127 100% 460 Note: (1) Serving the same route as BMTA buses, not included in total (2) Fare updated as of Oct 2019 Source: BMTA (as of 2017)

2.27 Average 2017 weekday BMTA bus passengers were approximately 2.5 million (1.9 million and 0.6 million passengers for Regular bus and Air-conditioned bus, respectively). Based on this information, it was estimated that around 2.4 million passengers were served by the private joint service buses.

2.29 The service provided by the bus system is seriously hampered by the effects of traffic congestion especially in the Bangkok central area. Present policy aims at controlling fares to maintain affordability, but this results in increasing subsidies for the government operators while the unsubsidized private operators must reduce quality and service standards to a minimum in order to cover their costs. This encourages people to buy private cars, thus adding to congestion to the road network.

Ferry Service

2.30 Ferries operated by private companies on the Chao Phraya River and Khlongs. Ferry services along Chao Praya River are licensed by the Harbour Department, under the MOT, while services along the canal (Khlong San Saeb and Khlong Prakanong) are authorized and supervised by the BMA’s Department of Drainage and Sewage. The current fare of the Chao Praya express boat is 9-32 Baht depending on the route, type of service and distance whilst the San Saeb Khlong boat service is 9-19 Baht depending on distance.

2.31 Total weekday passenger using Chao Phraya express ferry is approximately 40,700, whilst average weekday passenger using San Saeb Khlong ferry is approximately 70,700 (source: The Marine department).

SRT Train Service

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2.32 The commuter railway service in Bangkok is operated by the State Railway of Thailand (SRT) along four lines (northern, eastern, northeastern, and southern lines). The service with relatively low frequencies provides a number of daily commuter trains on the radial lines (5 routes) out of Bangkok to distance up to 100km. It is estimated that the number of rail passengers in BMR were approximately 50,000 per day.

Bangkok Rail Rapid Transit

2.33 The introduction of the first Bangkok rail rapid transit in 1999 has demonstrated a mean for a fast and more reliable public transport service for daily commuters in Bangkok. The current Bangkok rail rapid transit system comprises the BTS, MRTA blue and purple lines and the Airport rail link with total service length of approximately 138km and 99 stations in service as shown in Figure 5.

Figure 5 Existing BKK Rail Rapid Transit Systems

2.34 The Bangkok Transit System (BTS) operated by the Bangkok Mass Transit System Corporation (BTSC) was firstly opened in December 1999, followed by the underground MRTA blue line, the Airport Rail link and the Purple line opened in April 2004, August 2010 and August 2016, respectively.

2.35 Approximately 1.27 million passengers (including transfer passengers) are served daily (weekday). The majority of market share (60%) belongs to BTS system, followed by the MRT Blue line (30%), whilst the ARL and the Purple line have total market share of about 10%.

2.36 In recent years, the government placed emphasis on rail infrastructure investment in Bangkok including fast track policies to expedite construction. Figure 6 presents the committed BKK rail rapid transit master plan up to 2031. Once completed, approximately 235km rail line will be added to the network. By 2031, total Bangkok rail rapid transit network will have approximately 525km in length with 360 stations in service.

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Figure 6 Bangkok Rail Rapid Transit Master Plan

2.37 It should be noted here that additional 8 rail rapid transit lines which include the Blue line extension, the Green line extension, Red lines, Pink line, Yellow line, Orange line and the Gold line are currently under construction. By 2023, approximately 165km and 110 stations will be added to the current network.

3. BMR Transport Demand

3.1 Figure 7 provides a summary of the estimated BMR transport demand based on the MVA 4-stage model and the latest Bangkok transport situation.

Unit: Million person trips per weekday Source: MVA Figure 7 BMR Transport Demand

3.2 It was estimated by MVA that approximately 30.5 million person trips per weekday were made by the BMR (and the expanded areas) population of 16.9 million in 2018. About 16.3, 4.8, 1.8 and 0.8 million trips were made by cars, motorcycles, taxis and private buses, respectively. In 2031, total demand was estimated to be 36.5 million trips made by 18 million BMR population.

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3.3 In order to cope with the future transport demand, various committed projects have been planned by various transport authorities. The emphasis has been given to the investment of the Bangkok rail rapid transit projects. Several new toll roads have been additionally planned for this purpose and are further discussed in more detail.

4. Bangkok Freight Transport and Airport Traffic

4.1 In addition to passenger transport, freight transport and airport traffic are also key traffic elements to influence the BMR traffic conditions that cannot be ignored.

Bangkok Freight Transport

4.2 Truck transport dominates the freight transport industry in Thailand as well as within the BMR and the extended area. Approximately 266,000 trucks, or about 23% of the total national truck, were registered in BMR in 2019. The average annual growth rate of BMR truck fleet over the past 10 years period was 3.2%.

4.3 The effect of trucks on traffic flow and road capacity is large as trucks are slower, less manoeuvrable and larger than private cars, and in the past this has significant influence on traffic conditions, road safety and environmental of the city. In this regard, the first measure to tackle the issues and reduce the traffic load of heavy trucks was to restrict their movements in Bangkok. The restrictions have been in place since 1989.

4.4 The latest Bangkok truck restrictions from the Traffic Police Division are strictly enforced within the area of 133sq.km surrounding by the Middle Ring Road (Ratchadapisek Road). Trucks with 10-wheel or more are banned to enter this area during 6am-9pm either using toll or non-toll roads. As a result, truck traffic flows in this area are relatively low compared to those non-truck ban routes i.e. Outer Ring Road, or Motorway M9, etc. In addition, the truck routes are also restricted in the BKK area outside the Middle Ring Road but with less time restriction i.e. during 6- 10am and 3-9pm for non-toll road and 6-9am and 3-9pm for toll road/expressway respectively.

Bangkok Airport Traffic

4.5 There are two international airports located in BMR, namely Suvarnabhumi airport and Don Mueang airport. With a continued growth in airport usage, the airport related traffic has influenced to traffic conditions in particular on the access routes linked to the airports i.e. motorway M7, SES D, BNBP for the Suvarnabhumi airport and Viphavadi Road and Tollway for the Don Mueang airport.

4.6 As of September 2019, total air traveller (excluding transit) was about 8.77 million per month, comprising of 5.35 million and 3.42 million of Suvarnabhumi and Don Mueang airports respectively. Annual growth rates of Suvarnabhumi and Don Mueang during 2015-2019 are computed to be 5.5% and 8.1% respectively.

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4.7 It was estimated based on the above air traveller statistic that approximately 49,600 and 82,900 vehicular trips (one-way) are airport traffic related to passenger activities of Don Mueang and Suvarnabhumi Airports, respectively. In addition, about 16,000 vehicular trips (one-way) are related to air cargo activity of Suvarnabhumi airport. The current airport capacity will be expanded according to their master plans, hence the growths of airport traffic of the two airports are expected to continue

Bangkok Toll Road Industry

5. Current Bangkok Toll Road Situation

5.1 The current toll road network has total length of approximately 390km, constitutes of 10 expressway systems, 172 toll plazas, of which 250km (134 toll plazas) is the urban and suburban toll road systems and 137km (38 toll plazas) is the intercity motorway systems connecting Bangkok and the areas of Eastern Seaboard. The existing Bangkok Expressway and Toll Road systems are graphically presented on Figure 8.

Figure 8 Existing Bangkok Toll Road

5.2 Figure 9 provides a summary of the Bangkok toll road development timeline over the period of 35 years.

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Figure 9 Bangkok Toll Road Development Timeline

5.3 The first toll road in Bangkok was opened in 1981 with the coverage distance of 27km to alleviate traffic congestion of the Bangkok inner area. With the accomplishment of the first stage expressway led to a series of subsequent investment of urban and suburban expressway projects during the 1990s. Total toll road network was extended to almost 300km by 1998, or approximately ten times in 20 years since the first toll road in Bangkok. After 2000, the expansion is restricted to only the short links between the existing network or extensions to connect with the vicinity provinces.

5.4 Table 5 summarizes the current BKK toll road systems and their service features. Table 5. Current Bangkok Toll Road Systems and Service Features Owner/ Toll Traffic Distance Toll Toll Road Type Toll Type Operator (Baht) (1) Lanes (km) Plaza FES Urban EXAT/EXAT Flat 50 6 27.1 20 SES A Urban 50 12.4 SES B Urban 50 9.4 EXAT/BEM Flat 6 33 SES C Suburban 10/15 8.0 SES D Suburban 25 8.6 SES C+ Suburban EXAT/BEM Distance 35-55 4 32.0 10 SOE Suburban EXAT/BEM Flat 50 6 16.7 9 Urban/ RAE EXAT/EXAT Flat 20-40 6 28.2 16 Suburban SOBRR Ring Road EXAT/EXAT Distance 20-40 6 22.5 30 M9 Ring Road DOH/DOH Flat 30-60 8 64 4 Urban/ Tollway DOH/DMT Flat 70-100 6 21.0 12 Suburban Bangkok Toll Road 250 134 M7 Intercity DOH/DOH Distance 10-105 8 82 18 BNBP Intercity EXAT/EXAT Distance 20-110 6 55 20 Intercity Toll Road 137 38 Grand Total 387 172 Note: (1) for 4-wheel vehicle Source: EXAT, DOH

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5.5 The following points are highlighted from the above information.

 Most toll road systems are elevated with 6-8 traffic lanes except the suburban SES C+ system currently operated with 4 traffic lanes (to be expanded to 6 lanes once traffic volume reaches the threshold level).

 Two types of toll rate system, flat toll system and distance-based system, are currently implemented. Flat toll system is applied to most of urban and suburban toll road, except the SES C+ and SOBRR systems. For intercity toll road systems, distance- based tolls are applied to both M7 and BNBP systems. Toll can be optionally paid by cash or by the electronic toll collection card (Easy Pass).

 The SES urban and suburban systems (A,B,C,D,C+ and SOE) are operated by BEM, whilst Tollway is operated by DMT

6. Toll Road Traffic Performance

6.1 Figure 10 shows the average daily traffic volume of the current toll road systems and the cumulative length of toll road network since the opening years to 2018 for both urban/suburban and intercity toll road systems.

Note: SES includes SES Sector A, B, C, C+, D and SOE Source: EXAT, DOH, DMT, MVA Figure 10 Bangkok Toll Road Traffic Performance

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6.2 Since the opening of the first stage expressway system in 1982, the rapid growth of toll road traffic was shown and evidenced by the increase in its traffic from 25,500 vehs/day to the level of 340,000 vehs/day in 1993, at the time the second stage expressway was opened. The average annual growth rate during that period was approximately 18%.

6.3 The sudden surge in toll road traffic is seen during the 1990s due to the opening of subsequent urban and suburban expressway projects in particular the second stage expressway systems (SES A,B,C,D) completely opened to traffic in 1998. After 1999, the toll road traffic however has continued to grow even though only SOBRR (22.5km) and SOE (16.7km) systems were added to the network.

6.4 Table 6 summarizes traffic performance of each toll road system from the opening to 2018.

Table 6. Toll Road Traffic Performance Ope Traffic Volume (Veh/day) Annual 2018 % 6/10+ Toll Roads ning Opening 2013 2018 Growth shAring wheels Year Year FES 1982 25,500 372,300 372,300 0.0% 17.1% 3.0% SES A B C D 1993 6,800 664,500 705,200 1.2% 32.4% 1.6% (1) SES C+ 1998 9,100 67,500 89,600 5.8% 4.1% 1.2% SOE 2016 33,700 - 54,600 27.3%(5) 2.5% 0.8% RAE (2) 1996 4,100 179,400 232,000 5.3% 10.6% 1.3% SOBRR 2007 122,900 198,000 261,700 5.7% 12.0% 12.9% M9 1999 57,800 249,400 308,300 4.3% 14.1% 18.5% Tollway (3) 1994 ~ 50,000 125,100 155,700 4.5% 7.1% 2.8% Total BKK Toll Road 1,856,20 2,179,4 3.3% 100.0% 0 00 M7 (4) 1998 20,200 157,600 241,200 8.9% 60.7% 21.3% BNBP 1998 2,800 136,000 156,300 2.8% 39.3% 5.0% Total Intercity Motorway 293,600 397,500 6.2% 100.0% Note: (1) SES A, C opened in 1993, SES B opened in 1996, SES D opened in 1998 (2) RAE extension opened in 2009 (3) Tollway Original section opened in 1994, Northern extension opened in 1998 (4) Includes traffic from Chonburi to Pattaya Section in 2018 (5) From 2016-2018 Source: EXAT, DMT, DOH

6.5 Key points to note regarding toll traffic performance are as follows:

 In 2018, approximately 2.2M vehs/day and 400K vehs/day were handled by the BKK urban/ suburban toll road and the intercity toll road systems, respectively. The respective average growth rates of the two systems during 2013-2018 were 3.3% and 6.2%.

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 For urban and suburban toll road systems, the majority of market share (49%) belongs to the FES and SES, followed by the M9 (14%) and SOBRR (12%) as part of the BKK Outer Ring Road, RAE (11%), Tollway (7%). The SES C+ and SOE have their market shares of about 7%.

 The highest annual traffic growth rate is seen at 27% from the SOE system due to its ramp-up process and a good level of service (high reserved capacity). The lowest annual growth rates of 0%-1.2% are seen from the urban FES and SES systems expected to reach their saturation levels, whilst the growth rates of RAE, Tollway and SES C+ vary between 4%-6% mainly as a result of their adequate reserved capacities to handle more traffic.

 For intercity toll road, the majority of market share (61%) belongs to M7, while the share of BNBP is about 39%. It should be noted that both M7 and BNBP serves traffic in the same corridor to connect Bangkok and the Eastern Seaboard areas.

 The proportions of 6-wheel and 10+ wheel vehicles are 1-3% and 5-21% for urban and suburban toll road system (except M9 and SOBRR) and intercity toll road system, respectively. The low utilization of urban and suburban toll road is clearly as a result of the Bangkok truck ban mentioned earlier.

7. Toll Road Traffic Growth and Its Key Drivers

7.1 Trends of toll road traffic, car registration and toll road length are shown in Figure 11.

Source: EXAT, DLT, DOH

Figure 11 Trends of Toll Road Traffic and Key Drivers

7.2 Total length of toll road network is substantially increased during the 1990s from various investment of urban and suburban expressway projects after the success of the first stage expressway mentioned earlier. This has assisted to stimulate the growth of toll road traffic during that period in particular during the 1997 economic

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crisis. From 2000, there were very few toll roads added to the network mainly as a result of land acquisition issue and the Government’s emphasis on investment of Bangkok rail rapid transit.

7.3 On the other hand, toll road traffic growth trends are seen to closely correlate with the trends of car population since the opening of the first stage expressway in 1982 and has continued to grow, although with very few or no new toll road added to the network.

7.4 With continuing economic growth and without private car ownership restraint policy, the growth in car and motorcycle ownership in Bangkok is expected to continue and will place enormous pressure to the speed of the limited road space and as a result to the growth in toll road traffic. Figure 12 demonstrates the recorded average Bangkok road speed index plotted with Bangkok car ownership and urban toll road traffic to confirm this.

Source: EXAT, BMA Traffic Division Figure 12 Trends of Toll Road Traffic, Car Population and Speed Index

8. Future BMR Toll Road Plan and Development Project

8.1 Future committed toll road projects are shown in Figure 13. Once completed, about 820km will be added to the current toll road network and anticipated to stimulate the growth of toll road traffic similar to what occurred in the 1990s mentioned earlier.

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Figure 13 Bangkok Toll Road Plan

8.2 Committed toll road projects in the BMR are described separately below.

The Bangkok Toll Missing Link

8.3 The Bangkok toll missing link project main objective is to connect the Si Rat - Outer Ring Road Expressway (SOE) with the Third Stage expressway. The 2.6 kilometres and four lanes (2 lanes per direction) elevated section connects the eastern end SOE to the Third Stage expressway at Ratchavipha interchange.

Third Stage Expressway (N1-2-EW)

8.4 The Third Stage expressway is an extension Bangkok expressway system planned as an East-West link for Northern Bangkok area. The project consists three sections of N1, N2 and E-W section. The N1 connects with the planned toll missing link project near Ratchavipha intersection and runs north along Viphavidha road then heads easts north of Kasetsart University. The alignment runs around the perimeter of the university before joining Prasert-Manukitch road at Lat Pla Khao intersection. The N2 and the EW section continues along Prasert-Manukitch road until it reaches the Eastern Outer Ring road. The elevated expressway has four lanes and seven access and exit points.

Rama III – Dao Kanong – Western Kanchanaphisek Road Expressway

8.5 The Rama III – Dao Kanong – Western Kanchanaphisek road expressway is a planned western extension of the Bangkok expressway system expressway. The expressway is approximately 19 kilometres in length with six lanes and about seven on/off ramps. The elevated expressway begins east of the western outer ring road connecting to the planned Thonburi – Pak Tho motorway. The alignment follows Rama 2 road east then turns right to follow the Chaloem Maha Nakhon expressway and ending at Bang Khlo interchange connecting with the existing FES and SES systems.

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Uttraphimuk Tollway Extension – Bang Pa-In – Chiang Rai Motorway (M5)

8.6 The Motorway M5 is a part of a future motorway network reaching the northern most province of Chiang Rai. The section between Rangsit and Bang Pa In, or the Utraphimuk tollway extension, is a six-lane elevated road approximately 18 kilometres in length. The alignment runs elevated and parallel to Phahon Yothin road with future connection to the Bang Pa In – Nakhon Ratchasima motorway.

Kanchanaphisek Road – Saraburi Expressway Project (M62)

8.7 The Motorway Kanchanaphisek Road (Eastern Section) – Saraburi was planned by the Department of Highways (DOH) to provide an alternative route for vehicles traveling northeast. The motorway is expected to continue from the Chalong Rat expressway at the Kanchanaphisek Road interchange and travels through Nakhon Nayok province before intersecting (via interchange) with the motorway M6 in Kaeng Koi ending at Saraburi province. It should be noted here that the motorway M62 has the same alignment as the Chalongrat – Nakon Nayok – Saraburi expressway planned by the Expressway Authority of Thailand (EXAT) and it is believed that only one project will be selected for implementation.

Burapha Withi Expressway – Chon Buri Bypass Extension

8.8 The project is a planned extension of the Burapha Withi Expressway to Chonburi Bypass. The 3.5 kilometres elevated expressway follow the alignment of Sukhumvit Road before terminating into Chonburi bypass road allowing traffic to directly connect with the Chonburi bypass.

Bang Na-At Narong Expressway (S1) – Bangkok Port Project

8.9 This project was planned as part of the Bangkok Port (Khlong Toei Port) improvement plan. The expressway link will connect the port distribution centre to the Bang Na-At Narong Expressway (S1) linking with Chalong Rat expressway and Burapha Withi improving the movement of goods to other parts of the country.

8.10 The list of toll road projects in BMR and its current project status is summarized in Table 7.

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Table 7. Future projects Toll Road Projects Expected Distance Toll Road Opening Status (KM) Year Urban Toll Road (EXAT) Sirat – Dao Kanong – Western Kanchanaphisek Rd. 2023 19 Construction to begin in 2020 N1-2-EW (Missing Link +Third Stage Expressway) 2024 20 Study ongoing Bang Na-At Narong Expressway (S1) – Bangkok Port 2024 2 Study ongoing Burapha Withi Expressway – Chonburi Bypass 2025 4.5 Study ongoing Motorway (DOH) Motorway M5 (Uttraphimuk Tollway Extension) 2024 18 Study ongoing Motorway M5 (Bang Pa-In – Nakhon Sawan – Chiang 2025 (Phase Study ongoing 853 Rai) 1) Motorway M6 (Bang Pa-In – Nakhon Ratchasima – 2023 (Phase Under Construction since 2016 540 Nong Kai) 1) Motorway M8 (Nakhon Pathom – Cha Am – 2024 (Phase Study ongoing 1,103 Narathiwat) 1) Motorway M9 (Western Kanchanaphisek Rd.) 2026 68 Study ongoing Motorway M62 (Kanchanaphisek Rd. – Saraburi) 2026 78 Study ongoing Motorway M81 (Bang Yai – Kanchanaburi) 2023 164 Under Construction since 2017 2022 (Phase Construction to begin in late Motorway M82 (Thonburi – Ban Phaeo – Pak Tho) 74 1) 2019 2024 (Phase Study ongoing Motorway M91 (Third Outer Ring Road) 254 1) Source: OTP, DOH, EXAT

8.11 Under the nationwide motorway network master plan, 21 motorway routes have been planned to be constructed between 2017-2036. Various toll roads originating from the Bangkok Outer Ring Road aim to connect Bangkok to each region reaching the borders of Thailand.

The Eastern Economic Corridor (EEC)

8.12 The Eastern Economic Corridor (EEC) Development Programmes, which operates in three eastern provinces (Chaochoengsao, Chonburi, and Rayong) has been planned under the Thailand 4.0 initiative with the aim to revitalize and enhance the well-known Eastern Seaboard (ESB) Development to drive the country’s economic growth.

8.13 Key EEC promotional zones include the following areas: 1) U-Tapao Airport City- 6,500 rai, 2) The Eastern Economic Corridor of Innovation (EECi) in the Wangchan Valley-3,000 rai and the Sriracha Space Inspirium-120 rai, 3) Digital Park Thailand (EECd) in the Sriracha district-709 rai, 4) Rayong Smart Park-1466 rai, and 5) Hemaraj Eastern Seaboard 4 Industrial Estate-1,900 rai (source: the Eastern Economic Corridor Office of Thailand).

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8.14 The success of the challenging EEC development programmes are expected to be a new economic driver for the country’s economy and as a result to stimulate both intra- and intercity traffic demand along the EEC transport corridor which obviously includes the Motorway M7 and the BNBP Expressway.

9. Toll Road Traffic Disruptions

Toll Road Traffic Disruptions in the Past

9.1 Disruptions to toll road traffic occurred in the past were reviewed based on the analysis of year-over-year (YoY) change of toll traffic of the Bangkok urban/suburban toll road systems (FES, SES, RAE, Tollway, M9 and SOBRR) and intercity toll roads (M7 and BNBP).

9.2 Figure 14 displays the year-over-year (YoY) change over the period of 1995 to 2018, highlighting with relevant external disruptive factors.

Note: Total traffic of FES, SES, RAE, Tollway, M9, SOBRR (vehicles/day) Figure 14 YoY % Change of Bangkok Toll Road Traffic

9.3 The key points to highlight are as follows:

 Obvious impacts are seen from economic disruptions in 1998 from the Asian economic crisis and in 2008 from the hamburger crisis.

 For 1998, toll road traffic growth suddenly collapsed from the high growth rate of 20- 30% in the preceding years to negative growth of 5% in 1999 and it took about 4-5 years to recover to the pre-crisis level as mentioned elsewhere in this report.

 For 2008, the disruption was from the composite of the hamburger crisis and the Thai political problem as a consequence of the 2006 coup. Urban toll road traffic turned to negative growth of approximately 5% from the preceding year, while the intercity toll road traffic had the same trend, but with lower impact.

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 The Thai political problem that led to the army coups in 2006 and 2014 also caused negative disruptions to both urban and intercity toll road traffic. The YoY % changes of the urban toll road show that there were almost no growth on that years.

 The decrease of urban toll road traffic growth in 2016 to date is expected mainly as a result of the suppress demand due to the current area-wide traffic congestion from construction of Bangkok rail transit projects and partly as a result of the current nation’s economic situation. Whilst the opposite trend is seen for the intercity toll road mainly from the recent opening of the Motorway M7 extension from Chonburi to Pattaya.

Future Toll Road Disruptions

9.4 The Thai Government has placed the emphasis with massive investment in construction of the Bangkok rail rapid transit with the objective to provide an alternative means of transportation in Bangkok. This is to encourage private car users to shift to public transport mode. To achieve the objective, however, depends significantly on several key factors below.

 Transit fare: The Government has recently initiated to implement the integrated ticket between different transport modes and rail rapid transit system is included in the plan. The current fares of each Bangkok rail rapid transit system are different and not be integrated, means that additional boarding fare will be charged to passenger whenever transfer to use different systems i.e. from BTS to Blue line, etc. Total fare paid to complete the trip will be more expensive than to use the private car as more passengers can be accompanied without additional cost.

 Feeder system: the route or mode to access rail station are very essential and need to be convenient with reasonable price.

 Car park: it’s necessary to provide safe and sufficient car park nearby the rail station (within walking distance) in particular those stations located in the suburban areas. Park and ride facilities have been planned in many future stations but based on the current practice car park fee will be charged and this will cause additional cost added to the trip in addition to transit fare.

9.5 With the increase of traffic congestion and awareness of air pollution in Bangkok, several traffic demand management measures have been discussed and studied not only to supplement the rail rapid transit investment program but also to manage and control of private car use. The measures have involved area pricing, restriction on car population, odd-even car license plate regulation, etc. These measures will definitely help to ease traffic congestion and as a result have implication to toll road traffic. However, the conclusion and the plan to implement the schemes are still unclear.

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4. RISK FACTORS

4.1. Risks relating to the Organisation, Structure and Management of TFFIF

4.1.1. TFFIF is a newly established entity without any revenue-generating operations or Infrastructure Assets of its own, save for its investment in financial instruments and in the right to the Transfer Revenue under the Revenue Transfer Agreement. The right to the Transfer Revenue will be its sole Initial Infrastructure Asset after the Revenue Transfer Agreement is effective.

TFFIF is a newly established entity without any revenue-generating operations or any other Infrastructure Assets of its own save for its investment in financial instruments. Upon completion of the Offering, the net proceeds from the Offering, after expenses, will be used to acquire the contractual right to the Transfer Revenue from EXAT under the Revenue Transfer Agreement. When the transfer of contractual right to the Transfer Revenue becomes effective pursuant to the Revenue Transfer Agreement, the right to the Transfer Revenue will be the sole initial Infrastructure Asset of TFFIF. TFFIF will be reliant on EXAT’s ability to generate toll revenue from the Initial Expressways and therefore, on EXAT’s operation, maintenance and development of the Initial Expressways. In the event that TFFIF cannot acquire new Infrastructure Assets or invest in additional contractual rights to receive revenue sharing or cash flows from Infrastructure Assets in the future, or if the Revenue Transfer Agreement is terminated or expires, TFFIF would not generate any revenue and, as a result, Unitholders may not receive any future returns from TFFIF. As such, an investment in TFFIF is subject to greater risks than an investment in a fund or company with operating assets and more diverse revenue sources.

4.1.2. TFFIF is reliant on EXAT for the operation of the Initial Expressways and the collection and delivery of the Transfer Revenue to TFFIF.

TFFIF will be reliant on EXAT’s operation of the Initial Expressways and ability to generate and collect tolls from the Initial Expressways and hence delivery of the Transfer Revenue to TFFIF, over which TFFIF will only have limited control under the Revenue Transfer Agreement. The amount of Transfer Revenue depends on toll revenue collected from the Initial Expressways, which in turn depends on a variety of factors, such as toll rates, traffic volume and the condition of the Initial Expressways.

4.1.3. Inability to acquire new assets or generate new revenue streams would materially limit TFFIF’s operations, and may materially and adversely affect TFFIF’s financial results and position and future prospects, and may result in the dissolution of TFFIF upon the termination or expiry of the Revenue Transfer Agreement.

Upon completion of the transfer of Transfer Revenue from EXAT to TFFIF in accordance with the Revenue Transfer Agreement, TFFIF’s revenue will initially be solely derived from the right to the Transfer Revenue starting from the completion of the transfer of the right to the Transfer Revenue until the end of the Grant Period (as defined in the Revenue Transfer Agreement). Therefore, the value of the Initial Infrastructure Asset will decrease with each passing year as the remaining term of the Revenue Transfer Agreement decreases. The decrease in value each year may be at different rate depending on the

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valuation. At the end of the Grant Period, the value of Investment Units could possibly be nil. In addition, while TFFIF may have the right to further invest in the Infrastructure Assets of EXAT in the future, EXAT reserves the right to select any of the parties’ proposals which is favorable, and may, at its discretion, terminate the fundraising for the proposed investment in such Infrastructure Assets. There can be no assurance that EXAT will select TFFIF’s proposal or that TFFIF will have any opportunity to invest in any new Infrastructure Assets to be held by EXAT. As such, if TFFIF does not acquire new assets or other revenue streams apart from the right to the Transfer Revenue prior to the expiry of the Grant Period, the value of the Investment Units may decrease to nil at the expiry of the Revenue Transfer Agreement. In addition, Unitholders may no longer receive any returns from TFFIF when the Revenue Transfer Agreement is terminated following an uncured event of default or by mutual agreement between the parties. This would have a material adverse effect on TFFIF’s ability to make distributions to Unitholders and on the market price of the Investment Units. In such an event, TFFIF may be dissolved. Neither TFFIF nor the Management Companies can assure Unitholders that they will receive any proceeds, including proceeds from such dissolution in an amount at least equal to their initial investment in the Investment Units. If TFFIF is dissolved in accordance with the terms of the Fund Scheme, the Unitholders’ rights to distribution payments will be subordinated to certain third-party payments, including fees and expenses of the Fund Supervisor and the Management Companies, as well as any obligations under external financing arrangements of TFFIF, if any, and Unitholders may not be able to recover the amount invested in the Investment Units.

4.1.4. TFFIF may not have ownership over the future toll revenue transferred to it pursuant to the Revenue Transfer Agreement in case such transfer is deemed to be a “sale for transfer of ownership” under Thai laws, and such revenue may be subject to claims by other creditors.

The Revenue Transfer Agreement is a revenue sharing arrangement between EXAT and TFFIF whereby TFFIF has an exclusive right to the Transfer Revenue, in the agreed amount, and for the Grant Period. EXAT still has the power and responsibility for the day- to-day management of the Initial Expressways. While the Revenue Transfer Agreement is a revenue sharing agreement that can be enforced between parties and has characteristics which are distinguishable from those specified contracts under the Civil and Commercial Code.

However, the Revenue Transfer Agreement and the transfer of the right to the toll revenue to be collected in the future could be characterised as a sale of ownership under Thai laws and the Thai courts may further find that the Transfer Revenue is characterised as “unascertained property” which may expose this transfer to legal challenges. For instance, Thai courts may find that EXAT and TFFIF have not properly identified the Transfer Revenue under the terms of the Revenue Transfer Agreement on the basis that the Transfer Revenue will only be generated in the future, and the ownership of the Transfer Revenue can only be transferred to TFFIF following the receipt of the underlying toll revenue by EXAT and only after the underlying toll revenue from the Initial Expressways received by EXAT has been segregated from the toll revenue collected from other EXAT Expressways and delivered to TFFIF. Therefore, if TFFIF’s right to the toll revenue is

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challenged, the right to the Transfer Revenue under the Revenue Transfer Agreement may be materially and adversely impacted.

As a result, any successful challenge to the transfer of the Transfer Revenue or the enforceability of the Revenue Transfer Agreement will result in TFFIF’s loss of this revenue source, which would adversely and materially impact its operations, financial results and position and future prospects, and its ability to make distributions to Unitholders.

In addition, existing or future creditors of EXAT may raise claims against EXAT for the cash comprising the Transfer Revenue. If a creditor or other party raises a claim against EXAT, TFFIF’s rights to claim against EXAT may not have priority over the rights of EXAT’s other unsecured creditors.

4.1.5. TFFIF and Unitholders are limited in their remedies against EXAT in the event of a breach of the Revenue Transfer Agreement or total loss caused to any of the Initial Expressways resulting from EXAT’s fault as under Thai law all of EXAT’s properties are not subject to an attachment or other forms of execution of legal judgment.

Under the Revenue Transfer Agreement TFFIF may claim the Outstanding Transfer Revenue from EXAT in the event of a material breach by EXAT or total loss caused to any of the Initial Expressways as a result of the fault of EXAT. However, if damages suffered by TFFIF exceed the Outstanding Transfer Revenue, TFFIF would be limited in its remedies against EXAT, in any case, and TFFIF may not be compensated by way of enforcement against EXAT’s assets. Under Thai laws, all of EXAT’s properties are exempt from attachment or other forms of execution of legal judgment. Although TFFIF is entitled to bring a legal action against EXAT pursuant to the Revenue Transfer Agreement, Section 13 of the EXAT Act provides that the assets of EXAT are not subject to enforceability, which may preclude TFFIF and Unitholders from enforcing against EXAT’s assets upon any judgment that they may obtain against EXAT in connection with disputes from or connected to the Revenue Transfer Agreement.

Furthermore, under Thai law, there may be no seizure of state property whether or not the state property is part of the domaine public (which includes any kind of state property which is used for the public interest or reserved for the common benefit of the public). Property that forms part of the domaine public is inalienable, except by virtue of a special law or royal decree. The Office of the Council of State expressed in an opinion on TFFIF with respect to the Infrastructure Assets of EXAT (opinion No. 1635/2016) that, in order to achieve its objectives under Section 8 of the EXAT Act, EXAT would require funding for its operations which can be sourced in various manners. Entering into the Revenue Transfer Agreement is one of the funding sources for use in the construction and maintenance of expressways that are within the objectives of EXAT as set out in the EXAT Act. Thus, EXAT has the power to enter into the Revenue Transfer Agreement with TFFIF pursuant to Section 10 (14) of the EXAT Act (i.e. to carry out any act in connection with the achievement of objectives). However, such opinion of the Council of State did not clearly contemplate whether revenues to be generated from assets of a state-owned enterprise form part of the state property or the domaine public and there are no clear precedents of Thai courts on whether revenues to be generated from assets of a state-owned

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enterprise form part of the state property or the domaine public. If the right to Transfer Revenue to be transferred to TFFIF is deemed by the court to form part of EXAT’s assets that are used for the national interest and the common benefit of the public and are not transferable, it is highly likely that the transfer of the right to the Transfer Revenue under the Revenue Transfer Agreement will be revoked and TFFIF may not be able to enforce for payment of any damages or compensation from EXAT as EXAT will be immune to injunction, order, or recovery of property, the attachment of assets, and the execution or enforcement of any judgment in relation to its assets or revenue, notwithstanding the commercial nature.

4.1.6. As a newly established entity, TFFIF has limited operating history and Unitholders have limited financial information based on which to evaluate TFFIF and to make an investment decision.

TFFIF has a limited operating history, and has no operating history involving owning Infrastructure Assets or rights to revenue generated by such assets, by which its past performance can be judged, and investors may find it difficult to evaluate its performance and prospects.

4.1.7. The Management Companies may not be able to implement their investment strategies or agree to amendments or modifications to the Revenue Transfer Agreement or grant waivers or consents without first obtaining consent from the Unitholders.

The Management Companies will undertake the day-to-day management as stipulated under the law and according to the terms of the Revenue Transfer Agreement and control of TFFIF’s business, which will be supervised by the Fund Supervisor. TFFIF may acquire additional Infrastructure Assets without obtaining the approval of the Unitholders and the Fund Supervisor if the proposed acquisition does not exceed the lower of (a) THB 100 million or (b) 30.0% of the NAV of TFFIF at the time of the proposed acquisition. Hence, Unitholders may not have the opportunity to evaluate the Management Companies’ decisions regarding specific strategies used or investments made by the Management Companies or the terms of any such investment. The inability of the Management Companies to successfully implement certain strategies could have a material adverse effect on TFFIF’s operations, financial results and position and future prospects.

The Management Companies’ ability to successfully implement their investment strategies will depend on, among other factors, their ability to identify suitable investment opportunities that meet TFFIF’s investment criteria and to obtain financing for TFFIF on commercially satisfactory terms. There can be no assurance that the Management Companies will be able to implement their investment strategies successfully or that they will be able to do so in a timely and cost-effective manner.

Other than with respect to certain matters specified in the Revenue Transfer Agreement, the Management Companies will have the right to exercise, or to consent to the exercise of, all rights and remedies to be taken with respect to EXAT and the Initial Expressways or to consent to certain amendments and modifications of or grant waivers permitted under any of the Revenue Transfer Agreement in their sole discretion for the benefit of TFFIF in general (other than in relation to matters which require consent or approval from the

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Unitholders for the benefit of TFFIF), which may not be consistent with the interest of every Unitholder. Accordingly, Unitholders will have limited involvement or ability to participate in making decisions on certain matters that might affect TFFIF’s business. Any such actions taken by the Management Companies for the benefit of TFFIF in general will be binding on the Unitholders and such action, which is taken in the interest of TFFIF in general, may not always be in their best interests.

4.1.8. The Management Companies and TFFIF are not experienced in the operations of toll roads, and the Management Companies’ inability to manage TFFIF or EXAT’s inability to operate the Initial Expressways in an effective and efficient manner could have a material adverse effect on the operations, financial results and position and future prospects of TFFIF.

The Management Companies will manage TFFIF. In turn, the Management Companies will depend on EXAT in respect of the operation and management of the Initial Expressways. After the Revenue Transfer Agreement is effective and TFFIF has acquired the right to the Transfer Revenue, EXAT will remain the operator of the Initial Expressways, subject to limited supervision and monitoring by the Management Companies, acting on behalf of TFFIF, in accordance with the Revenue Transfer Agreement. The Management Companies and TFFIF do not have any experience or expertise in operating toll roads, and may need to rely on the expertise of third-party technical advisors, if necessary. There is no guarantee that the Management Companies and such technical advisers (if any) will be able to ensure that EXAT’s decision will be in the best interest of TFFIF. Although EXAT’s internal policies require it to operate at a prescribed level of quality and safety standards, the inability of EXAT to manage the Initial Expressways properly in accordance with agreed terms and conditions under the Revenue Transfer Agreement may adversely affect the Transfer Revenue and consequently the operations, financial results and position and future prospects of TFFIF, and TFFIF’s ability to pay distributions to Unitholders and pay amounts due on any indebtedness incurred. Moreover, any adverse changes in the Management Companies’ relationship with EXAT could hinder their respective abilities to manage TFFIF’s operations.

4.1.9. TFFIF is subject to certain risks relating to the Revenue Transfer Agreement in case of breach of EXAT’s obligations under the Revenue Transfer Agreement or an event of default, or certain situations under which EXAT may be deemed not to be in breach under such obligations or not to be in default.

In certain situations, EXAT may be deemed not to be in breach of its obligations, or there may not be an event of default, under the Revenue Transfer Agreement, even though EXAT is not performing or able to perform certain of its obligations thereunder. In those situations, TFFIF may not be able to (a) exercise its right under the Revenue Transfer Agreement or relevant law to require EXAT to duly perform its duties under the Revenue Transfer Agreement within the required period, or compensate it for damage caused by EXAT’s breach of obligations, (b) terminate the Revenue Transfer Agreement, or (c) take any other steps to cause EXAT to compensate it for damage caused to it as a result of EXAT’s breach of obligations. For example, EXAT is exempt from delivering part or all of the Transfer Revenue, or any sum due to TFFIF, within the period specified in the Revenue Transfer Agreement if such default is attributed to the failure of the money

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transfer system, or any payment system beyond the control of EXAT. In addition, EXAT is exempt from performing any other duties under the Revenue Transfer Agreement within the period specified in the Revenue Transfer Agreement if such default is as a result of force majeure under Thai law. EXAT may stop or suspend its management and services relating to the Initial Expressways so long as this is for reasonable causes as well. Any of these circumstances could have a material adverse effect on the operations, financial results and position and future prospects of TFFIF.

The Revenue Transfer Agreement provides that if certain events of default occur, EXAT will be obligated to pay TFFIF certain damages, including damages arising out of any special circumstances (if any), or in case TFFIF determines that it has suffered substantial damage caused by any such default, the Outstanding Transfer Revenue. In addition, if EXAT fails to deliver the Transfer Revenue to TFFIF within the period set out under the Revenue Transfer Agreement, EXAT shall pay TFFIF an interest rate of 7.5% per annum calculated on the amount due and not transferred in compliance with the Revenue Transfer Agreement. Such a payment by EXAT following a failure to perform or a trigger event under the Revenue Transfer Agreement may not accurately represent the full economic value of TFFIF’s investment in the Transfer Revenue and may materially and adversely affect the value of Unitholders’ investment in the Investment Units. In the event of such a default or an acceleration of toll revenue payments, there can be no assurance that EXAT will have enough liquidity or otherwise be in a position to comply with such obligations. The obligations of EXAT to make payments of certain pre-agreed amounts to TFFIF upon a default or a trigger event could be reviewed and adjusted or reduced at the discretion of a court. Any reduction in the pre-agreed amount of damages or contracted revenue that we expect to receive from EXAT would have a material adverse effect on TFFIF’s operations, financial results and position and future prospects.

4.1.10. If EXAT repudiates or denies the validity or enforceability of the Revenue Transfer Agreement at any time, or denies the binding effect of the Revenue Transfer Agreement on it, or if there are events that affect the status or capability of EXAT to perform its obligations under the Revenue Transfer Agreement, there could be a material adverse effect on the operations, financial results and position and future prospects of TFFIF.

If EXAT repudiates or denies the validity or enforceability of the Revenue Transfer Agreement, or denies the binding effect of the Revenue Transfer Agreement on it, EXAT’s performance of its obligation to deliver the Transfer Revenue to TFFIF and its compliance with the terms and conditions of the Revenue Transfer Agreement could be affected. In addition, if any new legislation, rules, regulations, or orders are promulgated, or actions or lawsuits are initiated in relation to EXAT, in order to: (a) terminate, suspend, revoke or nullify any power and the duty of EXAT to carry out material aspects of its operations in relation to the Initial Expressways; (b) terminate, suspend, revoke, or nullify the power of EXAT to perform its obligations under the Revenue Transfer Agreement; or (c) expropriate or nationalize any part of EXAT’s property or any other rights relating to the property in connection with the Initial Expressways or if any legislation, rules, regulations, or orders are promulgated, or actions or lawsuits are initiated which affect the capability of EXAT to perform its obligations under the Revenue Transfer Agreement or result in a change in status of EXAT to another form of business organisation for the purpose of privatisation of state enterprises and there is no

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other juristic person or persons to accept the transfer of assets, rights, obligations and liabilities of EXAT in relation to the operation and maintenance of the Initial Expressways, TFFIF may not be able to appoint another entity to manage the Initial Expressways, which could have an adverse effect on the operations, financial results and position and future prospects of TFFIF.

4.1.11. An increase in the VAT rate applicable to toll rates in Thailand that would raise the VAT in excess of 10.0% may decrease the amount of Transfer Revenue.

Under the Revenue Transfer Agreement, the Net Toll Revenue will be the tolls collected from the existing routes of the Initial Expressways net of an amount calculated, in accordance with the Revenue Transfer Agreement, with reference to VAT or such relevant sum as follows: (a) 10%, if the VAT rate applicable to toll rates is less than or equal to 10.0%, or (b) the actual VAT rate applicable to the toll rates, if such VAT rate is more than 10.0%, provided that the toll rates used for the calculation of the amount pursuant to (a) or (b) are inclusive of VAT. EXAT’s obligations in relation to the deduction of such amount and the computation of the Net Toll Revenue, shall be in accordance with the method set out in the Revenue Transfer Agreement. In addition, any applicable taxes or fees assessed on the tolls collected which may be payable to any Thai government agency in the future pursuant to applicable laws shall also be deducted from the tolls for the purpose of determining the Net Toll Revenue. If the VAT rate applicable to toll rates is raised above 10.0%, Transfer Revenue to be transferred to TFFIF will decrease which could have an adverse effect on the operations, financial results and position and future prospects of TFFIF.

4.1.12. TFFIF may face repayment and refinancing risks with respect to any future debt and may not be able to obtain any required future financing on commercially acceptable terms or at all.

TFFIF may require a significant amount of capital, which could be in the form of debt, in order to fund potential additional investments. To comply with the Fund Scheme and the Thai SEC Act, if TFFIF has sufficient retained earnings from the TFFIF Infrastructure Assets in any given year, it is required to pay at least 90.0% (or any other percentage as may be permitted by the Thai SEC Act from time to time) of the adjusted net profit for the year as dividend distributions to Unitholders. If TFFIF has excess cash or liquidity, it may pay distributions to Unitholders out of retained earnings, if any, or by a capital reduction. Dividend distributions may not be made in the case of a retained loss. TFFIF may also be required to repay maturing debt (if any) with funds from additional debt or equity financing, or both. If the principal amounts due for repayment at maturity cannot be refinanced, extended or paid with proceeds from operating cash flows, TFFIF’s cash reserves or other capital sources, such as the issuance of new Investment Units, TFFIF will not be able to repay all maturing debt or make distributions to Unitholders, as expected.

Refinancing and additional debt or equity funding may not be available as and when required or on terms commercially acceptable to TFFIF and the Unitholders. The terms of any refinancing undertaken may be less favorable than the terms of any previous debt or cost of equity issuances and may contain covenants that may further limit or

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otherwise adversely affect its ability to make distributions to Unitholders. Such covenants may also restrict TFFIF’s ability to undertake additional investments. TFFIF is subject to a debt to equity ratio limit of no more than three times (3:1) or such other ratio as may be prescribed by the Thai SEC from time to time. If debt is incurred, TFFIF will have a debt service obligation. This obligation may increase in the future due to rising interest rates. Any failure by TFFIF to service indebtedness, maintain any required security interests or otherwise perform obligations under financing agreements could lead to a cancellation of one or more of TFFIF’s credit facilities, trigger cross default provisions that may be included in TFFIF’s financial or other agreements, penalties or acceleration of amounts due under such facilities, any or all of which may adversely affect TFFIF’s operations, financial results and position and future prospects.

4.1.13. TFFIF’s rights and the rights of Unitholders to recover claims against the Management Companies and the Fund Supervisor are limited.

4.1.14. The Independent Appraisal Reports, any underlying Reports, and the NAV of TFFIF are not opinions on the commercial merits of TFFIF or its business, nor are they opinions, expressed or implied, as to the future trading price of the Investment Units or the financial condition of TFFIF upon listing, and the valuation contained therein may not be indicative of the true value of TFFIF’s initial asset.

4.2. Risks relating to the Operations of the Initial Expressways

4.2.1. The right to the Transfer Revenue that TFFIF will acquire under the Revenue Transfer Agreement depends on the traffic volume of the Initial Expressways which may vary due to factors outside of EXAT’s control.

Upon completion of the Offering and the transfer of the Transfer Revenue under the Revenue Transfer Agreement becoming effective, the right to the Transfer Revenue will be TFFIF’s only source of income and cash flows from Infrastructure Assets. The amount of Transfer Revenue collected is largely attributable to traffic volume on and the corresponding toll revenue collected from the Initial Expressways by EXAT. Accordingly, any factor reducing traffic volume and, therefore, toll revenue from the Initial Expressways could have a material adverse effect on the Transfer Revenue collected by EXAT in the future and, in turn, TFFIF’s operations, financial results and position and future prospects. Neither TFFIF nor the Management Companies can assure Unitholders that the traffic volume on the Initial Expressways, and hence the toll revenue and consequently the Transfer Revenue, will increase or will not decrease in the future. If the traffic volume on the Initial Expressways decreases or does not increase, the operations, financial results and position and future prospects of TFFIF would be adversely affected.

4.2.2. Any future revenue that TFFIF will receive depends on toll rates applicable on the Initial Expressways as well as any exemptions thereof whereby such toll rate adjustments or exemptions may depend on factors outside of EXAT’s control such as the requirements for EXAT to comply with Government policies.

The future revenue that TFFIF will receive under the Revenue Transfer Agreement depends on toll rates applicable on the Initial Expressways whose adjustment may depend

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on factors outside of EXAT’s control such as the requirements for EXAT to comply with Government policies. Under the Revenue Transfer Agreement, the review of toll rates for the purposes of toll rate adjustments will commence on March 1, 2023, and further reviews are required to be conducted on each fifth anniversary thereafter. Calculations for the purpose of adjustments to toll rates of the Initial Expressways, if any, are based on a formula provided under the Revenue Transfer Agreement which takes into account the CPI for Bangkok and its vicinity (announced by the Ministry of Commerce for March of the year in which the toll rates are reviewed in comparison with the latest year of toll adjustment for each toll rate (THB per vehicle or THB per kilometer, as the case may be), provided that the index shall not be of the year prior to 2018). After the calculation, EXAT will comply with the internal procedures and processes under applicable law in order to propose the toll adjustments to the Ministry of Transport. If EXAT has taken steps to be fully in compliance with such internal procedures and processes, but there is no adjustment, or the adjustment cannot be made in full according to the calculation, or the adjustment is delayed from the period stipulated under the Revenue Transfer Agreement, EXAT shall be deemed to have fully complied with the Revenue Transfer Agreement, it will not be deemed to be in breach of the Revenue Transfer Agreement or such circumstances will not result in TFFIF having any right to any claims on damages, compensation or any surcharges from EXAT whatsoever.

4.2.3. If motorists choose alternative roads or modes of transport, traffic volume on the Initial Expressways may decrease.

Due to the highly built-up nature of Bangkok and its vicinity, new or alternative roads in the area may divert traffic away from the Initial Expressways. Furthermore, motorists may choose to travel on roads other than the Initial Expressways out of familiarity or due to cost considerations. For instance, the National Highway Route 34 (Bangna – Bang Pakong) runs parallel to the Burapha Withi Expressway.

4.2.4. If the Government or EXAT (in compliance with the Government’s policies or orders) constructs, extends or renovates roads, routes or such other transportation systems which have similar use and any part thereof runs in competition with the Initial Expressways, the traffic volume of the Initial Expressways may materially decrease.

Currently, none of the EXAT Expressways are used or runs in competition with the Initial Expressways. In addition, under the Revenue Transfer Agreement, EXAT agrees not to construct other expressways having similar usage and running similar routes alongside the Initial Expressways (save for any extensions or linkages of routes) which may materially affect or reduce the traffic volume on, or the revenue generated from the use of the Initial Expressways compared to the actual traffic volume or revenue of prior year before the existence of the competing roads. However, the Revenue Transfer Agreement does not restrict the right of the Government (including EXAT in compliance with the Government’s policies or orders) to construct or renovate roads, highways or routes that are similar to expressways, or other transportation systems which run similar routes as compared to the Initial Expressways.

Therefore, if the Government (including EXAT in compliance with the Government’s policy or order) constructs or renovates roads, highways or routes that are similar to

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expressways, or other transportation systems any part of which runs in competition with the Initial Expressways, the traffic volume of the Initial Expressways or the revenue to be generated by the use of the Initial Expressways may decrease, and this would adversely affect the operations, financial results and position and future prospects of TFFIF. In such an event, under the Revenue Transfer Agreement, EXAT is not obliged or liable to pay compensation or any other sum due to the aforesaid act of the Government (including EXAT in the case of its compliance with the Government’s policy or order)

4.2.5. The capacity of the Initial Expressways may limit traffic growth.

There are limits to the number of vehicles that can efficiently use the Initial Expressways during any given period. These limits represent the points beyond which congestion increases and levels of service begin to decline to unsustainable levels. Certain sections of the Initial Expressways, such as toll stations, entrances and exits, already reach maximum capacity during peak hours and the Burapha Withi Expressway also reaches maximum capacity during holidays when toll exemptions are not granted.

EXAT may need to undertake additional extensions in the future if the traffic volume approaches capacity in particular areas. EXAT’s may consider expansion of the Initial Expressways. However, such expansion plan may be subject to numerous factors outside its control, such as land acquisition and construction approval processes, and the availability of funding and financing on commercially satisfactory terms, or at all.

4.2.6. The capacity derived from the report on the projected traffic volume of the Traffic Consultant is calculated based on expressway structures and is dependent upon factors such as development of real estate around expressways and motorists’ behavior which could change in the future.

The capacity derived from the report on the projected traffic volume of the Traffic Consultant is calculated taking into consideration (a) the current traffic behavior during peak hours on each section of the expressway including traffic volume and the proportion of on-ramp and off-ramp traffic at each toll station, the proportion of traffic volume during peak hours at such toll stations on such sections of the expressway and the traffic volume throughout the day; and (b) the theoretical capacity, in accordance with the highway capacity manual standard, referred to in the highway capacity manual. If these factors change or the above assumptions are inaccurate, the capacity calculated by the Traffic Consultant may be inaccurate or may change, thus potentially having material and adverse effect on the traffic forecasts and transfer revenue in the report.

4.2.7. Traffic forecasts are subject to various and significant uncertainties.

The forecasts of traffic volume on the Initial Expressways were prepared by the Traffic Consultant. These forecasts were made using various analytical methodologies and include numerous assumptions considered appropriate by the Traffic Consultant. These forecasts are inherently subject to uncertainties and factors that may change over time. The forecasts are based on data collected by EXAT and compiled independently by the Traffic Consultant, which may be subject to inaccuracies and inconsistencies. As a consequence,

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actual traffic volume and patterns may differ materially from those expressed or implied therein.

4.2.8. Unforeseen events may disrupt the use of the Initial Expressways.

The use of the Initial Expressways may be interrupted or affected by a variety of events out of EXAT’s and TFFIF’s control, including serious traffic accidents, natural disasters, such as flooding and earthquakes, possible defects in design and construction, damage to the expressways, bridge collapse, road subsidence, labor disputes, strikes, protests, unscheduled maintenance and construction work, and other unforeseen circumstances and incidents. Certain of these events have affected the Initial Expressways in the past. If the use of the Initial Expressways is disrupted or interrupted in whole or in part for any period because of any such events, this could reduce EXAT’s toll revenue, and accordingly the amount of Transfer Revenue that TFFIF will receive. Under the terms of the Revenue Transfer Agreement, if there is partial damage to an Initial Expressway, EXAT is only required to pay Transfer Revenue actually collected during such period, which may be reduced due to such damage.

In addition, under the Revenue Transfer Agreement, if any or both of the Initial Expressways are totally damaged not due to the fault of EXAT and EXAT, having assessed the damage, is of the view that the reparation or restoration of the relevant parts of the Initial Expressways to their original condition is impossible or is not worthwhile, TFFIF will only have the right to receive damages and such other compensation under the insurance policies for such Initial Expressways. Such compensation under the insurance policies may be less than the revenue that TFFIF may receive had the Initial Expressways not been damaged. TFFIF does not have the right to require EXAT to repair the damaged Initial Expressways or make any other claim against EXAT. Under such circumstances, the rights and duties between parties will terminate.

4.2.9. The insurance coverage for the Initial Expressways may not be sufficient to cover all potential losses.

EXAT maintains insurance policies covering, among others, risks to EXAT monies. Under the Revenue Transfer Agreement, EXAT is required to allow TFFIF to obtain and maintain insurance with an insurance company acceptable to TFFIF, and provide reasonable assistance to TFFIF as requested by it, at TFFIF’s expense, throughout the term of the Revenue Transfer Agreement. The scope, conditions, and insured amount will be set out by TFFIF. Such an insurance coverage will include (1) industrial all risk insurance throughout the term of the Revenue Transfer Agreement, with EXAT as the insured party and TFFIF as the co-insured party and sole beneficiary; and (2) business interruption insurance in relation to property damage and political violence with TFFIF as the insured party and sole beneficiary. However, the abovementioned insurance policies will not provide coverage against the full amount of potential losses and the insurance policies may contain certain exemptions or limitations on coverage under some circumstances and some types of losses may be uninsured. Accordingly, the occurrence of any loss, liability or damage which is not so insured or insurable under insurance maintained, or which exceeds the specified maximum coverage amount and such occurrence is not EXAT’s fault which would require EXAT to be liable under the Revenue Transfer Agreement, and which has

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an impact on the Transfer Revenue or TFFIF could have a material adverse effect on the operations, financial results and position and future prospects of TFFIF.

4.3. Risks relating to EXAT

4.3.1. Toll revenue may be reduced by toll collection leakages or technical failures.

4.3.2. EXAT’s operating costs and capital expenditures may increase.

4.3.3. EXAT may not be able to generate sufficient cash flows to meet its debt service obligations or fund its other liquidity needs including operational costs

4.3.4. Construction projects that EXAT undertakes are subject to delays and cost over-runs.

4.3.5. EXAT is subject to risks associated with litigation and regulatory proceedings.

4.3.6. EXAT is subject to risks associated with litigation relating to the transfer of the right to the Transfer Revenue under the Revenue Transfer Agreement.

4.3.7. EXAT’s operations are partly dependent on the application of technology.

4.3.8. EXAT is dependent on key management personnel and its Board of Directors.

4.3.9. The Board of Directors of EXAT comprises representatives from various Government agencies and there is no guarantee that there will not be conflicts of interest as a result.

4.3.10. The DOH can cease to permit EXAT to use the land on which the Burapha Withi Expressway is located, and EXAT would not be entitled to damages or reimbursement of expenses in such case.

4.4. Risks relating to Thailand

4.4.1. The Initial Expressways are located in Thailand and TFFIF is subject to economic, legal and regulatory uncertainties in Thailand.

4.4.2. Future changes in laws, regulations or enforcement policies in Thailand could adversely affect TFFIF.

4.4.3. Political instability in Thailand may have a direct impact on the business of TFFIF and the market price of the Investment Units.

4.4.4. When there is a change in the Government, a new administration may not continue to carry out the existing plans of the current administration.

4.4.5. Continued violence in southern Thailand, terrorist attacks and international and regional instability could materially and adversely affect the operations, financial results and position and future prospects of TFFIF.

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4.4.6. Thailand is subject to potential sanctions from other countries which may impact its economy.

4.4.7. Thailand is prone to floods, which may continue to have a material adverse impact on the Thai economy.

4.4.8. Non-enforceability under Thai law of non-Thai judgments may limit Unitholders’ ability to recover damages from TFFIF or the Management Companies.

4.4.9. TFFIF is subject to corporate disclosure and accounting requirements that may differ from those in other countries in certain significant respects.

4.4.10. The financial statements of TFFIF will be prepared in accordance with TFRS, which differs from IFRS in certain material respects.

4.5. Risks relating to the Investment Units

4.5.1. Neither TFFIF nor the Management Companies can assure Unitholders that TFFIF will be able to make distribution payments on the Investment Units or maintain any given level of distributions.

4.5.2. No prior market for the Investment Units exists.

4.5.3. The price of the Investment Units could fluctuate significantly and Unitholders may not be able to resell the Investment Units at or above the offering price.

4.5.4. TFFIF may be dissolved upon the occurrence of certain events or TFFIF may reduce its registered capital if it cannot acquire the Infrastructure Assets within the required period.

4.5.5. Future sales of the Investment Units, and the availability of large numbers of the Investment Units for sale, could adversely affect the trading price of the Investment Units.

4.5.6. The MOF, whose interests may be different from those of the other Unitholders, may exercise its right as the major Unitholder.

4.5.7. Unitholders are unable to sell their Investment Units back to the Management Companies.

4.5.8. The Management Companies may only be removed by a resolution of Unitholders representing not less than 50% of the total Investment Units or by the Thai SEC.

4.5.9. The market price of the Investment Units may decrease if the price of additional Investment Units offered for sale is lower than the price of the Investment Units before such offering.

4.5.10. Non-resident individual Unitholders may be subject to tax on dividends received from TFFIF on a self- declaration basis unless certain conditions are met and certain identifying information is provided.

4.5.11. There are risks associated with the trading of Investment Units.

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4.5.12. The ability of Unitholders to participate in future rights offerings may be limited.

4.6. Risks relating to Foreign Investors’ investment in the Investment Units

4.6.1. The Thai securities market is relatively small and may cause the market price of the Investment Units to be more volatile than the prices of securities listed on securities exchanges in other countries.

4.6.2. Fluctuations in the exchange rate of the Thai Baht with respect to the U.S. Dollar or other currencies will affect the foreign currency equivalent of the value of the Investment Units and any distributions.

5. Legal Disputes

TFFIF does not have any lawsuit, dispute at the level of arbitration, or any other legal dispute materially and directly relating TFFIF that, the Fund Manager believes, would have extremely adverse effect to the business, financial results and status and future prospect of the TFFIG.

6. Other Material Information

There is no other information which may materially affect investor’s decision.

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PART 3 MANAGEMENT AND CORPORATE GOVERNANCE

7. Information on Investment Units, Securities and TFFIF’s issued instrument

7.1. Investment Units, Securities and TFFIF’s issued instrument

7.1.1. For information on Investment Units/Trust Units, specify the details of the Fund Capital, Par Value, Numbers, Type and Offering Price per Unit, Initial Offering Price, Registered Capital at present (if any) and Value per Unit at present

Information on Investment Units on the 30th day of September 2019

Fund Capital : THB 45,700,000,000

Number of Investment Units : 4,570,000,000 Units

Par Value : THB 9.9569 (after the 3rd Capital Reduction)

Initial Offering Price : THB 10

Net Asset Value per Investment Unit : THB 11.8886 (on the 30th day of September 2019)

7.1.2. Information on the Price of Securities, such as closing price (on the last day of the year or the first day of the financial period), highest price, lowest price, Market Capitalisation, Trade Volume per day and TFFIF’s NAV on the first and last day of the year

Price on the 30th day of September 2019 : THB 13.00 /Unit

Highest Closing Price : THB 13.30/Unit

Lowest Closing Price : THB 10.10/Unit

Market Capitalisation : THB 59,410,000,000 million

Trade Volume : THB 104,853,433 per working day

TFFIF’s NAV per unit : THB 11.8886/Unit on the 30th day of September 2019

7.1.3. In case the Fund divides the Investment Units into different share classes, specify the details of each share class with different rights and benefits

There is no division of Investment Units.

7.1.4. In case the Fund reduces its Registered Capital or the value of Investment Units, specify the details concerning the Registered Capital at each time, with the minimum details as follows:

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(a) Cause for the Reduction of Registered Capital

If TFFIF has excess liquidity and reduces its registered capital, TFFIF may return to the Unitholders the excess liquidity derived from TFFIF’s cash flow which cannot be paid out as dividends.

(b) Registered Capital and Registered Capital per Investment Unit at each Reduction (Cause for the Reduction of Capital according to (a))

No. Performance Registered Capital Reduced Registered Registered Capital after Period before Reduction Capital Reduction

Amount Per Amount Per Amount Per (THB) Unit (THB) Unit (THB) Unit 1 1 Oct-31 Dec 18 45,700,000,000 10.0000 40,673,000 0.0089 45,659,326,999 9.9911 2 1 Jan-31 Mar 19 45,659,326,999 9.9911 72,206,000 0.0158 45,587,120,999 9.9753 3 1 Apr- 30 Jun 19 45,587,120,999 9.9753 84,088,000 0.0184 45,503,032,999 9.9569

(c) Book Closing date and date of payment of proceeds from the Capital Reduction to Unitholders (Cause for the Reduction of Capital according to (a))

No. Performance Reduced Registered Capital Book Date of Period Amount (THB) Per Unit Closing Payment of Date Proceeds from Capital Reduction 1 1 Oct-31 Dec 18 40,673,000 0.0089 1 Mar 62 15 Mar 62 2 1 Jan -31 Mar 19 72,206,000 0.0158 31 May 62 14 Jun 62 3 1 Apr - 30 Jun 19 84,088,000 0.0184 29 Aug 62 16 Sept 62

7.2. In a case where the Fund issues securities which are debt instruments, specify the material characteristics of such securities such as the types, value before redemption, maturity date, collateral and any other material conditions at the end of the financial period and the latest credit rating of the instrument or the guarantor of the instrument (if any) as the case may be.

-N/A-

7.3. Structure of the Unitholders

7.3.1. Specify the top 10 groups of Major Unitholders, number of units and percentage held compared to invested units.

List of Major Unitholders with highest number of Investment Units as appeared on the shareholder registration on the 29th day of August 2019

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No. Names Number of Percentage Investment Units 1 Ministry of Finance 457,000,000 10.00 2 Muang Thai Life Assurance Public Company Limited 172,185,300 3.77 3 AIA Company Limited-EQDP-D FUND 1 148,799,000 3.26 4 Allianz Ayudhya Assurance Public Company Limited 120,167,500 2.63 5 Mahidol University 117,898,300 2.58 6 Krungthai-AXA Life Insurance Public Company 111,517,200 2.44 Limited 7 Bangkok Life Assurance Public Company Limited 96,300,000 2.11 8 SCB Income Plus Fund 93,221,500 2.04 9 K Property Sector Fund 85,000,000 1.86 10 South East Asia UK (Type C) Nominees Limited 71,540,900 1.57 Total 1,473,629,700 32.30

Source : Thailand Securities Depository

7.3.2. Major Unitholder (holding more than 10% of the Units), inclusive of Persons within the Same Group

No. Name Number of Investment Percentage Units

1 Ministry of Finance 457,000,000 10.00

7.3.3. Group of major Unitholders of the Fund whose behaviour significantly influences the management or operation policies of the Management Companies/Fund Manager, such as providing their personnel as a Director with managerial power

-N/A-

7.4. TFFIF’s Distribution Payment

7.4.1. Dividend Distribution Policy

TFFIF has a dividend policy to pay dividend distributions to unitholders at least twice a year if TFFIF has sufficient retained earnings.

(a) In order to comply with the Fund Scheme and the Securities Law, if TFFIF has sufficient retained earnings in a given financial year and does not have accumulated losses, it must pay, in aggregate, not less than 90% (or any other percentage as may be permitted by the Securities Law from time to time) of its adjusted net profit for the financial year as dividend distributions to unitholders within 90 days from the end of the financial year of TFFIF or, with respect to an interim distribution payment, from the day following the end of such fiscal period, except where there is a necessary cause which prevents payment of interim distributions, in which case the Management Companies must notify the unitholders and the Thai SEC in writing accordingly, in accordance with Securities Law.

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"Adjusted net profit" means the net profit of TFFIF adjusted with the following:

(1) unrealised gain from the appraisal of the infrastructure assets of TFFIF and other adjustment items in accordance with the guidelines of the Thai SEC, to be in line with the cash basis of TFFIF;

(2) capital reserve for the repair, maintenance and improvement of the infrastructure business of TFFIF according to the plan specified in the Prospectus or notified in advance by the Management Companies to Unitholders;

(3) capital reserve for repayment of any loan of TFFIF according to the financing policy specified in the Fund Scheme or notified in advance by the Management Companies to Unitholders; and

(4) capital reserve for dividend to be distributed to the class of Unitholders who are entitled to receive the distribution before other Unitholders (if any).

In the event that TFFIF has a non-cash expense, such as an expense that is gradually amortised or an unrealised loss, TFFIF may prepare capital reserves for the items set out under (b), (c) and (d) in the amount not exceeding the amount prescribed under (b) and (c) above for each financial period less the non-cash expenses.

(b) If the TFFIF has retained earnings, TFFIF may pay dividends from such retained earnings.

(c) The Management Companies will not pay dividends if TFFIF has accumulated loss.

If the criteria for distribution payments are otherwise amended, supplemented, and/or relaxed by Securities Law, the Management Companies must proceed accordingly. In such event, it shall be deemed that approval has been obtained from Unitholders and it will not be deemed to be an amendment to the Fund Scheme.

Condition on Distribution

If the value of interim distributions per Investment Unit to be paid is lower than or equal to THB 0.10, the Management Companies reserve the right not to pay such interim distributions at that time and to bring such interim distributions forward for payment together with the payment of annual distribution, proceeding in accordance with the distribution payment criteria as specified. TFFIF will, in aggregate, pay distributions pay of at least 90.0% of the adjusted net profit.

Methods of Distribution Payment

The Management Companies will pay dividends in THB within 90 days from the end of relevant financial year or the relevant dividend distribution period or in the case of interim dividend payment, within 90 days from the end of the relevant financial period in which the dividend is distributed. If the Management Companies are not able to pay the dividends

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within such period, the Management Companies must notify the Unitholders and the Office of the SEC in writing.

The Management Companies must announce the payment of the dividends, the date of registrar book closure for dividend payment, and the rate of dividends by:

(a) publishing in at least one daily newspaper in Thailand;

(b) posting such announcement at every office or place of business of the Management Companies; and

(c) sending a notice to the Unitholders whose names appears in the registrar book as at the date of registrar book closure, the Fund Supervisor and the SET.

Only the Unitholders whose names are recorded in the registrar book at the date of the registrar book closure will be entitled to receive the dividend.

The Management Companies must pay the dividends into the bank accounts of the Unitholders or by an account payee only cheque in accordance with the list of the Unitholders and their addresses as they appear in the registrar book.

If any Unitholder does not exercise its right to receive such the dividend distributions within the statutory prescription period, the Management Companies will not utilize such dividend for any purpose other than for the benefit of TFFIF.

Return of Capital

In addition to the dividend to be received by the Unitholders in proportion to their unitholding, the Unitholders will also be entitled to receive the proceeds from the capital reduction in the event that TFFIF has excess liquidity and reduces its registered capital. There will be no reduction in or return of capital from premium.

7.4.2. Conditions and restriction on the payment of dividends distribution and the methods and procedure regarding benefits which cannot be paid out.

Restriction on Unitholders’ ability to Receive Dividends

Subject to the Investment Unit holding restrictions, if any Unitholder or Persons within the Same Group or any foreign investor holds the Investment Units in excess of the set limit, the Management Companies will not make a dividend payment to that individual or Persons within the Same Group or any foreign investor only with respect to such excess portion unless the Office of the SEC has announced otherwise.

Any Unitholder or Persons within the Same Group or any foreign investor holding Investment Units in excess of the limit are not entitled to dividends with respect to such excess portions. The relevant amount of dividends must be given to the State and all Unitholders are deemed to acknowledge and consent to this. While the Management Companies are proceeding therewith, such dividends shall be segregated from other Assets

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of TFFIF, and shall not be counted in the calculation of the NAV unless or until TFFIF is dissolved.

In paying dividends to Unitholders or Persons within the Same Group or any foreign Investor who holds the Investment Units in excess of the set limit, the Management Companies may pay the dividends to such Unitholders and Persons within the Same Group in respect of the portion of the Investment Units not exceeding the limit prorated according to the respective holding of Investment Units of each of them.

The Management Companies will proceed in accordance with the rules and procedures as set out above, unless the SEC, the Office of the SEC or the CMSB or any the relevant authority has amended, changed, announced, ordered, or approved otherwise. In such case the Management Companies must act in accordance with such the amendment, change, announcement, order or approval and such action will be deemed to be approved by the Unitholders and it shall not be deemed that the Fund Scheme has been amended.

7.4.3. History of Payment of Dividend and Proceeds from Reduction of Capital

History of Dividend Payment No. Performance Period Dividend (THB) Book Closing Dividend Amount Per Date Payment Unit Date 1 1 Oct 18 – 31 Dec 18 340,008,000 0.0744 1 Mar 19 15 Mar 19 2 1 Jan 19 – 31 Mar 19 468,425,000 0.1025 31 May 19 14 Jun 19 3 1 Apr 19 – 30 Jun 19 439,634,000 0.0962 29 Aug 19 16 Sept 19 4 1 Jul 19 - 30 Sept 19 546,115,000 0.1195 2 Dec19 16 Dec 19

History of Capital Reduction / Cause of Registered Capital Reduction

No. Performance Period Dividend (THB) Book Closing Dividend Amount Per Unit Date Payment Date 1 1 Oct 18 – 31 Dec 18 40,673,000 0.0089 1 Mar 19 15 Mar 19 2 1 Jan 19 – 31 Mar 19 72,206,000 0.0158 31 May 19 14 Jun 19 3 1 Apr 19 – 30 Jun 19 84,088,000 0.0184 29 Aug 19 16 Sept 19

TFFIF reduces its Registered Capital from the excess liquidity derived from TFFIF’s cash flow which cannot be paid out as dividends.

8. Managerial Structure

8.1. Management Companies

8.1.1. Names and Addresses of Management Companies:

Krungthai Asset Management Public Company Limited

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1 Empire Tower, 32nd Floor, South Sathorn Road,

Yan Nawa, Sathorn, Bangkok 10120.

Telephone: 0-2686-6100. Fax: 0-2670-0430.

Website: www.ktam.co.th

MFC Asset Management Public Company Limited

199 Column Tower, Ground Floor and 21st - 23rd Floor,

Ratchadaphisek Road,

Khlong Toei, Khlong Toei,

Bangkok 10110.

Telephone: 0-2649-2000.

Fax: 0-2649-2100.

Website: www.mfcfund.com

8.1.2. Organisation Structure, List of Shareholders and Board of Directors

8.1.2.1. Krungthai Asset Management Public Company Limited

(1) Organisation Structure of Krungthai Asset Management Public Company Limited

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(2) Shareholders of Krungthai Asset Management Public Company Limited / Structure of Shareholders

List of Shareholders on the 30th day of September 2019

Name Number held Ratio (Percentage) (shares)

1 Krungthai Bank 19,999,986 99.99% PLC

(3) Board of Directors of Krungthai Asset Management Public Company Limited

List of names of 8 the Board of Director members on the 30th day of September 201

Names Positions 1 Mr. Vachara Tuntariyanond Chairman of the Board and Member of Risk Committee 2 Mr. Thawat Yooyod Director and Member of Risk Committee 3 Mr. Vichien Siriveshvaravudh Director and Member of the Audit Committee 4 Mr. Lavaron Sangsnit Director (representing the Ministry of Finance) and Chairman of the Risk Committee 5 Mr. Surapol Opassatain Director and Member of the Audit Committee 6 Mrs. Roong Mallikamas Director 7 Mr.Thanathat Hongkou Director 8 Mrs. Chavinda Hanratanakool Chief Executive Officer

(4) The Executives of Krungthai Asset Management Public Company Limited

Names Positions

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1. Mrs. Chavinda Hanratanakool Chief Executive Officer 2. Mr. Wirote Tangcharoen First Senior Executive Vice President, Business Development and Marketing Group I 3. Mr. Veera Vutthikongsirigool First Senior Executive Vice President, Chief Investment Officer 4. Ms. Hasawara Sangruji Senior Executive Vice President, Provident Fund Management 5. Ms. Darabusp Pabhapote Senior Executive Vice President, Business Development and Marketing Group II 6. Ms. Voravannee Senior Executive Vice President, Chief Operating Officer Tangsirikusolwong

(5) Personnel and main persons of responsibilities in relation with TFFIF on the 30th day of September 2019 are as follows

1. Chavinda Hanratanakool, CFP Chief Executive Officer 31 years of experience in Finance, Property Fund Management and Infrastructure Fund Management

2. Piraj Migasena Executive Vice President 22 years of experience in Finance, Property Fund Management and Infrastructure Fund Management

3. Kris Na-Songkhla Executive Vice President 16 years of experience in Finance, Property Fund Management and Infrastructure Fund Management

4. Pakawat Metheetrairut Assistant Director 10 years of experience in Finance, Property Fund Management and

8.1.2.2. MFC Asset Management Public Company Limited.

(1) Organisation Structure of MFC Asset Management Public Company Limited

Organisation Structure of MFC Asset Management Public Company Limited comprises of 4 main Divisions which are Corporate Stratergy Division, Sales and Marketing Division, Fund Operation Division and Fund Management Division

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Organisation Chart of MFC Asset Management Public Company Limited.

(2) Shareholders of Organisation Chart of MFC Asset Management Public Company Limited.

Top 10 Major Shareholders on the 30th day of September 2019 /1

Names Number held Ratio (Shares) (Percentage) 1 Country Group Holdings Public Company 31,357,850 24.96% Limited/2 2 Government Savings Bank 31,332,781 24.94% 3 Ministry of Finance 20,000,000 15.92% 4 LGT Bank (Singapore) Ltd 3,922,000 3.12% 5 Padaeng Industry Public Company Limited 3,498,300 2.78% by MFC Asset Management Public Company Limited 6 Mr. Pratak Sumongkholthanakul 2,694,915 2.15% 7 Miss Jui-Ting Chang 1,644,900 1.31% 8 Seranee Holdings CO. Ltd. 1,459,330 1.16% 9 Credit Suisse AG, Singapore Branch 1,323,900 1.05% 10 Mr. Firm Hongsananda 1,189,200 0.95%

Source : The Stock Exchange of Thailand NB : /1Latest Book Closing Date on the 25th day of April 2019 /2Top 10 Major Shareholders of Country Group Holding Public Company Limited on the 30th day of September 2019/3

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Names Number held Ratio (Shares) (Percentage) 1 Mr. Sadawut Teachaubol 604,490,326 13.94% 2 Mr. Pijit Viriyamettakul 451,720,000 10.42% 3 LGT Bank (Singapore) Ltd 290,862,100 6.71% 4 Mr. Samroeng Manoonpol 243,736,422 5.62% 5 Mr. Tommy Taechaubol 215,617,414 4.97% 6 Mr. Ben Taechaubol 209,449,954 4.83% 7 Country Group Development Plc. 153,061,800 3.53% 8 Miss Atjima Pakanam 120,000,000 2.77% 9 UOB Kay Hian (Hong Kong) Limited - 120,602,000 2.78% Client Account 10 State Street Bank Europe Limited 89,265,200 2.06% Source : The Stock Exchange of Thailand NB : /3Latest Book Closing Date on the 29th day of March 2019

(3) Board of Directors of MFC Asset Management Public Company Limited

List of 14 Members of the Board of Directors of MFC Asset Management Public Company Limited on the 30th day of September 2019 Names Positions 1 Dr. Narongchai Akrasanee Chairman of the Board of Directors and Independent Director 2 Dr. Chokchai Aksaranan Vice Chairman, Chairman of the Audit Committee and Independent Director 3 Mr. Sadawut Taechaubol Director and Chairman of the Executive Committee 4 Mr. Lim Chong Boon Dennis Executive Director 5 Mr. Pitsanu Vichitcholchai Director and Executive Director 6 Mr. Surabhon Director and Executive Director Kwunchaithunya 7 General Lertrat Ratanavanich Director 8 Vikrom Koompirochana Director, Independent Director and Member of the Audit Committee 9 Mr. Pachara Director, Independent Director and Yutidhammadamrong Member of the Audit Committee 10 Mr. Therdtham Director Suvichavorraphan 11 Mr. Boonchai Director Charassangsomboon 12 Ms. Chularat Suteethorn Director 13 Mr. Numporn Yommana Director 14 Mr. Bin Wieringa Director and Independent Director

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(4) Management Committee of MFC Asset Management Public Company Limited on the 30th day of September 2019

Names Positions 1. Mr. Lim Chong Boon Executive Director Dennis 2. Mr. Sumetha Executive Vice President and Chief Investment Lewchalermwong Officer 3. Mrs. Pannarat Bhanpato First Executive Vice President, Fund Management Division 4. Mrs. Rachitporn First Executive Vice President, Corporate Manawes Strategy Division and Company Secretary 5. 5. Mr. Chakrit Puechpan First Executive Vice President, Fund Management Division 6. Mr. Nattavut Executive Vice President and Chief Operating Thammachari Officer 7. Mr. Kittikhom Suthiwong Executive Vice President, Private Wealth Department 8. Ms. Narisara Amatayakul Executive Vice President, Investment Planner Department 9. Mr. Chareonchai Executive Vice President, Risk Management Lengsiriwat Department 10. Mr. Anupong Executive Vice President, Corporate Accounting Chanchiredrasmee and Finance Department 11. Mr. Prasit Executive Vice President, Provident Fund Pornpatimakorn Division

(5) Personnel and main persons of responsibilities in relation with TFFIF on the 30th day of September 2019 are as follows

1. Miss Natree Panassutrakorn Executive Vice President 28 years of experience in Finance and Property

2. Miss Hatairat Senior Fund Manager Chinvetchakitvanit 20 years of experience in Finance, Property and Infrastructure

8.1.3. Rights, Duties and Responsibilities of the Management Companies and Fund Manager

The Management Companies shall manage TFFIF in accordance with the Commitment and the Fund Scheme. The rights, duties and responsibilities of the Management Companies shall be as follows:

(a) Rights of the Management Companies

The Management Companies have general powers of management over the Assets of TFFIF. The rights of the Management Companies include the following:

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(1) right to administer and manage TFFIF within TFFIF’s objectives and investment policy and in accordance with the Fund Scheme, the Commitment between the Unitholders and the Management Companies, the Unitholders’ resolutions, the Prospectus, the Thai Securities Law and various agreements to which TFFIF or the Management Companies (for the purpose of management of the Fund) or both are or will be a party, as well as Section 125 of the SEC Act;

(2) right to receive a fund management fee from TFFIF and deduct expenses from TFFIF in accordance with the terms of the Fund Scheme;

(3) right to seek advice or recommendation from the Investment Advisory Committee in relation to TFFIF’s investment in Infrastructure Assets as well as management of Infrastructure Assets in which TFFIF has invested;

(4) right to assign, remove or replace members of the Investment Advisory Committee as it deems appropriate in accordance with the terms of the Fund Scheme and/or the Thai Securities Law;

(5) right to present any matter relating to management of the TFFIF to the Investment Advisory Committee for their decision, consideration, and scrutiny;

(6) right and power to enter into the Revenue Transfer Agreement and exercise the rights, or execute any actions, entitled to it or TFFIF under the Revenue Transfer Agreement, as well as to use discretion for waiving event of default under the Revenue Transfer Agreement as it deems appropriate;

(7) right and power to execute any document and enter into any transaction on behalf of TFFIF under the scope of the Fund Scheme, the Commitment between the Unitholders and the Management Companies, the Unitholders’ resolution, and the Thai Securities Law;

(8) right to reject an application for an Investment Units transfer if such transfer does not comply with the Fund Scheme and/or the Thai Securities Law or an acceptance for such transfer shall cause the holding percentage of Investment Units to be in breach of the terms of the Fund Scheme or the Thai Securities Law;

(9) right to have the Unitholders sell their units in any event required by relevant laws;

(10) right to nominate, or propose for replacement, its representatives or any other persons whom it thinks suitable to be members of the board of directors, management or any other similar working group of company or organisation giving financial support to TFFIF (if any) in accordance with the Fund Scheme, the Revenue Transfer Agreement; and

(11) other rights and powers provided under the Thai Securities Law.

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The Management Companies reserve the right to undertake any action which may differ from those set out in the Revenue Transfer Agreement as the Management Companies deem appropriate for the benefit and flexibility in the management of TFFIF and for the overall benefit of TFFIF and Unitholders as long as such actions do not affect the material terms and conditions of the Revenue Transfer Agreement.

(b) Duties and Responsibilities of the Management Companies

The Management Companies’ primary duty and responsibility is to administer and manage TFFIF, its investment, and its assets and liabilities with prudence and loyalty for the benefit of Unitholders and to administer and manage TFFIF in accordance with the Fund Scheme, the Commitment, the Unitholders’ resolutions, the Prospectus, the Thai Securities Law and various agreements to which TFFIF or the Management Companies (for the purpose of management of TFFIF) or both is or will be a party. The Management Companies shall perform their duties under the supervision of the Office of the SEC and the Fund Supervisor and shall be responsible for undertaking the following activities:

(1) Fund Administration and Management

In connection with administering and managing TFFIF, the Management Companies are required:

(1.1) to strictly manage TFFIF as stipulated in the Fund Scheme, the Commitment, Unitholders’ resolutions, the Prospectus, the Thai Securities Law and other agreements into which TFFIF has entered into, as well as to comply with the duties as stipulated under Section 125 of the SEC Act;

(1.2) to procure that the Commitment, the Fund Scheme, the Fund Supervisor Appointment Agreement, and the Prospectus have their contents which shall not be different from the draft Commitment, the Fund Scheme, the Fund Supervisor Appointment Agreement, and draft Prospectus submitted to the Office of the SEC;

(1.3) to ensure that the features and characteristics of TFFIF are not different from the material essence last shown to the Office of the SEC at all times during the life of TFFIF, and in case of any change in the features or characteristics of TFFIF, to ensure that TFFIF is still in compliance with the Thai Securities Law;

(1.4) to amend the Fund Scheme or the management procedures in accordance with the terms, conditions, and criteria as specified in the Fund Scheme and to ensure that any amendment of the Fund Scheme or management procedures complies with Section 129 of the SEC Act;

(1.5) to deliver, distribute and make available the Prospectus and details of the Fund Scheme and the Commitment (which are parts of the Prospectus) according to the following criteria and procedures:

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(1.5.1) prior to the offering of the Investment Units, the Management Companies shall make available to investors through an accessible channel, the draft Prospectus submitted to the Office of the SEC which contains information that is complete, accurate and sufficient and not misleading;

(1.5.2) the Management Companies shall deliver the Prospectus that has the essential contents which are not different from the draft Prospectus submitted to the Office of the SEC not less than one Business Day prior to the delivery or distribution of the Prospectus to the investors and submit such Prospectus through the Mutual Fund Report and Prospectus System (“MRAP”);

(1.5.3) deliver or distribute the Prospectus to interested investors allowing a reasonable period of time for the investors to review and study the information contained in the Prospectus before making an investment decision, the period of which in aggregation with the period required for the disclosure of the draft Prospectus shall not be less than 14 days;

(1.6) to increase or decrease the capital of TFFIF in accordance with the Fund Scheme and/or with the rules and procedures prescribed under the Thai Securities Law;

(1.7) to pay dividend and proceeds from reduction of TFFIF’s registered capital to the Unitholders in accordance with the criteria and procedures prescribed in the Fund Scheme and the Commitment and in compliance with the Thai Securities Law;

(1.8) to comply with the Revenue Department’s conditions and criteria for the tax exemption of dividend incomes paid to the Unitholders by TFFIF according to the law;

(1.9) to proceed with the dissolution of TFFIF as specified in the Fund Scheme, the Commitment and the Thai Securities Law;

(1.10) in case of an increase of registered capital by offering the Investment Units, the Management Companies shall perform these requirements:

(1.10.1) in case of distributing information in relation to the offering of the Investment Units by means of an advertisement, to ensure that the information provided through the advertisement is accurate and not misleading and that the advertisement complies with requirements as prescribed by the Thai Securities Law;

(1.10.2) if the Management Companies appoint an underwriter to underwrite the Investment Units, such underwriter shall not be a Person within the Same Group of any person who agrees to sell,

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transfer, lease or grant the right in relation to the Infrastructure Assets in which TFFIF will invest;

(1.10.3) undertake extensive public relations in relation to the offering of the Investment Units so that the information in relation thereto is distributed to the public;

(1.10.4) proceed according to the relevant Thai Securities Law in the case of any person, and its Persons within the Same Group, holding Investment Units at any moment in aggregate of more than one- third or 50% of the total number of Investment Units issued;

(1.10.5) request for an approval from the Office of the SEC and the Unitholders by means of a Unitholders’ resolution;

(1.10.6) take necessary actions to monitor and ensure that the holding of Investment Units by Foreign Investors at any moment after the offering of Investment Units does not exceed the applicable limit as prescribed by the Thai Securities Law and provisions relating to the Infrastructure Assets in which TFFIF has invested in;

(1.11) to set up and maintain systems appropriate for the administration and management of TFFIF, at least with regard to the following matters:

(1.11.1) the selection and supervision of persons who have knowledge and competency appropriate for the administration and management of TFFIF and ensuring that such persons so appointed have appropriate knowledge and competency for TFFIF’s administration and management;

(1.11.2) the conduct of an analysis and feasibility study for TFFIF’s establishment, management and due diligence in respect of Infrastructure Assets to be invested in, as well as the disclosure of information relating to the TFFIF’s establishment and management of the Infrastructure Assets which is accurate and sufficient for the investors’ investment decision-making; and

(1.11.3) the supervision, administration and management of risks relating Infrastructure Assets in order to be in accordance with the Fund Scheme and to protect the Unitholders’ interests;

(1.12) to manage assets in accordance with and monitor the management thereof to be in compliance with the material terms of the Fund Scheme and to ensure that the agreements entered or to be entered into in relation to the management of Infrastructure Assets contain the terms requiring that upon occurrence of any event or change which may affect the value of the Infrastructure Assets, the lessee, the grantee, the contractor or the person

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who seeks benefit from the Infrastructure Assets shall report the fact and reasons thereof to the Management Companies without delay;

(1.13) in seeking benefits from Infrastructure Assets, to ensure that TFFIF shall not operate the Infrastructure

Business itself but shall seek benefits from such assets only by means of lease, conveyance of rights or

third party operation, and to manage TFFIF to obtain benefits from Infrastructure Assets in accordance with the Fund Scheme and the Thai Securities Law;

(1.14) to arrange the appraisers to perform an appraisal of the Infrastructure Assets to be acquired by TFFIF in accordance with a revenue transfer agreement between TFFIF and an operator of the Infrastructure Assets, the Fund Scheme and the Thai Securities Law;

(1.15) to acquire and dispose of Infrastructure Assets in accordance with the Fund Scheme and the Thai Securities Law;

(1.16) to administer and manage TFFIF by itself and not to delegate its power to anyone except that the Management Companies may delegate its power to other persons only in respect of the investment and seeking benefit out of the non-Infrastructure Assets and/or the back office tasks and such delegation (if any) must comply with the requirements under the Thai Securities Law;

(1.17) to monitor the management of the Infrastructure Assets which generate revenue to be transferred to TFFIF under the revenue transfer agreement to be entered into between TFFIF and the operator of the Infrastructure Assets, and to impose terms and conditions under such revenue transfer agreement for the best interest of TFFIF and in the manner of a person of ordinary prudence under the same circumstance.

(1.18) in managing the Infrastructure Asset which is the right to receive benefits from future revenues or rights under a revenue transfer agreement,

(1.18.1) the Management Companies shall have the other party who is the operator of the Infrastructure Asset set up a system to allow the Management Companies or its representatives to monitor and review the accuracy and completeness of the revenues received or shared under the revenue transfer agreement, and deliver reports or relevant information to the Management Companies for their review of the accuracy and completeness of such revenue sharing; and

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(1.18.2) the Management Companies shall regularly monitor and review the accuracy and completeness of the share of the revenue received. If the Management Companies find any error or discrepancy which may cause TFFIF not to receive revenues accurately or completely according to the revenue transfer agreement, the Management Companies shall proceed or appoint an expert to proceed to have the operator of the Infrastructure Asset to make good of such error or discrepancy;

(1.19) in the event that the Management Companies have entered into an obligation or agreement with a foreign state and/or the government of a foreign state or if it is required to comply with a law or a regulation of a foreign state regardless of the effective date of such obligation (e.g. the United States Foreign Account Tax Compliance Act), the Management Companies reserve the right to act or perform their obligations according to such obligations, agreement or relevant law and/or regulation of such foreign state, including but not limited to disclosing information of the Unitholders or withholding any withholdable payment payable to the Unitholders, as well as acting or performing any other action necessary for complying with such obligation, agreement or relevant law and/or regulation; and

(1.20) to perform other acts to accomplish the objectives of TFFIF and to maintain the benefits of Unitholders under the scope of duties and responsibilities of the Management Companies, provided that such acts are not contrary to the Thai Securities Law and/or any other relevant law.

(2) Investment

The Management Companies are required:

(2.1) to enter into an agreement to acquire Infrastructure Assets within six months from the Fund Registration Date, or any other date prescribed by the Thai Securities Law, the value of which shall not be less than 75% of the value of TFFIF’s total assets, and maintain TFFIF’s total investment value in Infrastructure Assets as at the end of each financial year of no less than 75% of the value of TFFIF’s total assets (except for the last financial year of TFFIF’s term, or as approved by the Office of the SEC);

(2.2) to use the proceeds from the offering to invest in the Infrastructure Assets in order to acquire the Infrastructure Assets within six months from last date of the Investment Unit offering period or any other period prescribed by the Thai Securities Law, the value of which shall not be less than 75% of the value of TFFIF’s total assets. If the payment for the price of Infrastructure Assets has to be made in installments, the Management Companies may include the proceeds reserved to be paid in subsequent installments to calculate the value of the Infrastructure Assets investment; and

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(2.3) to ensure that TFFIF has no investment in non-infrastructure assets other than assets permitted for TFFIF’s investment under the Thai Securities Law and that TFFIF’s investment in such assets complies with the required investment limit under the Thai Securities Law.

In the initial phrase of the establishment of TFFIF, or in the event that the Infrastructure Business Assets have not yet been acquired, the Management Companies reserve the right to invest in other assets that are not infrastructure business assets. The Management Companies may initially consider investing in securities or investment units of the Vayupak One Fund and/or cash deposits first. However, after subsequent Capital Increases where general investors are already Unitholders, the Management Companies will consider investing mainly in the Infrastructure Business Assets.

(3) Receipt and Payment of Money of TFFIF

The Management Companies have the duty to arrange for the receipt and payment of fees and expenses and/or any other remuneration as stipulated in the Fund Scheme.

(4) Appointment of Relevant Persons for the Management of TFFIF

The Management Companies are required:

(4.1) to appoint persons who have the qualifications as prescribed under the Thai Securities Law and are approved by the SEC or Office of the SEC to act as the Fund Managers who shall perform and act in accordance with the law and regulations issued in relation to the establishment and management of an infrastructure fund to which the Management Companies are subject and in accordance with the code of conduct and professional standards approved by the Office of the SEC. The Management Companies shall report to the Office of the SEC on the appointment and termination of the Fund Manager in accordance with the Thai Securities Law and shall disclose the list of Fund Managers in a report or document to be submitted to the Unitholders at least once a year and on the website of the Management Companies which must be updated within 14 days should there be any change in the list;

(4.2) to establish at least one Investment Advisory Committee to give advice or recommendation on the investment in Infrastructure Assets and on the management of the Infrastructure Assets invested by TFFIF, as well as replace members by appointing new members and in accordance with the requirements, conditions, and procedures as specified in the Fund Scheme, the Prospectus and the Thai Securities Law;

(4.3) to appoint a fund management committee to make a decision or scrutiny on the management of TFFIF as proposed by the Management Companies, replace members by appointing new members and in accordance with the

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requirements, conditions, and procedures as specified in the Fund Scheme, the Prospectus and the Thai Securities Law;

(4.4) to appoint the Fund Supervisor and, upon a Unitholders’ resolution, replace the Fund Supervisor by appointing another fund supervisor whose qualifications comply with the Thai Securities Law, and is in accordance with the conditions as specified in the Fund Scheme;

(4.5) to appoint a Registrar, and replace the Registrar by appointing another Registrar, whose qualifications comply with the Thai Securities Law, and to notify the relevant authorities of such appointment and to monitor that the Registrar so appointed complies with the Unitholder register requirements in accordance with the rules and procedures for preparing a unitholder register and the terms and conditions of the Registrar Appointment Agreement as specified in the Thai Securities Law;

(4.6) to appoint a juristic person having experience and expertise in Infrastructure Assets appraisal as an appraisal firm who shall appraise the value of TFFIF’s Infrastructure Assets in accordance with the Thai Securities Law;

(4.7) to appoint advisors (if any) to perform the duties of advisors of the Management Companies and/or TFFIF, or any other relevant and necessary persons to perform duties concerning TFFIF, such as financial advisor, legal advisor, and technical advisor, etc.;

(4.8) to appoint an Auditor of TFFIF, provided that the Auditor must be a person on the approved list of the Office of the SEC, and to replace the Auditor and appoint another Auditor in accordance with the Thai Securities Law;

(4.9) to appoint a liquidator of TFFIF, with the approval of the Office of the SEC, in order to aggregate and distribute assets to the Unitholders and perform other duties as required under the Thai Securities Law and as necessary for the completion of the liquidation, upon termination or dissolution of TFFIF; and

(4.10) to appoint marketing personnel approved by the Office of the SEC to sell the Investment Units or provide advice to the retail investors.

(5) Miscellaneous Responsibilities

The Management Companies are required:

(5.1) to submit an application to register the pool of assets, which will be the proceeds from the sale of Investment Units, with the Office of the SEC within 15 Business Days from the last date of the Investment Unit offering period in accordance with Section 124 of the SEC Act and the Thai Securities Law;

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(5.2) to submit an application to the SET to approve the securities listing the Investment Units within 30 days from the last date on which the newly issued Investment Units are offered;

(5.3) to ensure that the Commitment and the Fund Scheme at all times comply with the Thai Securities Law. In case that any term contradicts the Thai Securities Law, if the Management Companies perform any act in compliant with the Thai Securities Law, it shall be deemed that they act in accordance with the Commitment and the Fund Scheme. In this regard, the Management Companies shall arrange for the Commitment and/or the Fund Scheme to be amended without delay;

(5.4) to convene a Unitholder’s meeting and request for a resolution from the Unitholders in accordance with the Commitment, the Fund Scheme and the Thai Securities Law;

(5.5) in requesting for a Unitholders’ resolution, to provide sufficient information for the Unitholders to make a decision, which shall include, the opinion of the Management Companies and the Fund Supervisor on the matters to be decided and the potential impact on the Unitholders as a result of the resolution in such matters;

(5.6) to give an opinion on matters required by the Thai Securities Law which include, among others, an appraisal of the reasonableness of the Infrastructure Assets and matters for which a resolution from the Unitholders is required;

(5.7) upon request by a Unitholder and in accordance with the terms of Commitment, to issue or arrange for an issuance of investment unit certificates or other evidentiary documents containing necessary and sufficient information which can be used by the Unitholder as evidence of the Unitholder’s right against the Management Companies and any other person;

(5.8) to monitor and ensure that its personnel perform in accordance with the Thai Securities Law and any rules or procedures issued by virtue thereof as well as the applicable standards or code of conduct approved by the Office of the SEC;

(5.9) to facilitate the Fund Supervisor or the Fund Supervisor’s representatives such that they can perform their duties in connection with TFFIF efficiently;

(5.10) to prepare accounts and keep Fund Assets separate from the Management Companies’ assets, and to deposit the Fund Assets and returns on investments of the Fund Assets into the custody of the Fund Supervisor;

(5.11) to prepare and keep books and records of TFFIF’s investments in accordance with the Thai Securities Law;

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(5.12) to prepare a register of Unitholders in accordance with the rules and procedures prescribed under the Thai Securities Law;

(5.13) to prepare an accurate statement and a report on TFFIF’s investments for the acknowledgment of the Fund Supervisor in accordance with the rules and procedures prescribed under the Thai Securities Law;

(5.14) to calculate the assets value, NAV and value of Investment Units of TFFIF and make a disclosure thereof in accordance with the rules and procedures prescribed under the Thai Securities Law;

(5.15) to prepare financial statements of TFFIF in accordance with the requirements as prescribed under the Thai Securities Law and submit such financial statements to the Office of the SEC and the SET;

(5.16) to prepare an annual report of TFFIF which contains the particulars required under the Securities Law at the end of every financial year of TFFIF and deliver such annual report to the Unitholders, the Office of the SEC and the SET within four months from the end of each financial year of TFFIF;

(5.17) to report to the Office of the SEC and the SET without delay of any circumstance or change which may materially affect the value of Infrastructure Assets of TFFIF in accordance with the criteria specified in the relevant notifications;

(5.18) to prepare, or arrange for the preparation of, submit, report and disclose information in relation to TFFIF in accordance with the Thai Securities Law;

(5.19) to follow up, proceed and give instructions to the persons in charge under various agreements such as the appraisal firm, the Fund Managers, and advisors in accordance with the relevant appointment agreements and to monitor the compliance of their duties and responsibilities under the relevant agreements and the Thai Securities Law, and to perform acts as specified in the appointment agreements and/or as requested by the Unitholders;

(5.20) to perform other duties which are prescribed by the Thai Securities Law as duties of the Management Companies; and

(5.21) to perform other duties which will be subsequently prescribed after the subsequent capital increase where the general public is the Unitholders of TFFIF.

The Management Companies shall comply with the Commitment, the Fund Scheme, and the Thai Securities Law. In case that any term in the Commitment or the Fund Scheme contradicts the Thai Securities Law, if the Management

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Companies perform any act in compliant with the Thai Securities Law, it shall be deemed that they act in accordance with the Commitment and the Fund Scheme.

8.1.4. Number of relevant Officers for the Management of TFFIF

Details of Personnel and main persons of responsibilities in relation with TFFIF on the 30th day of September 2019 are as follows

Agencies Number of Personnel Main Persons of Responsibilities

Krungthai Asset Property and Infrastructure Fund Piraj Migasena Management Public Department Executive Vice Company Limited Number of Personnel: 17 President

MFC Asset Property and Infrastructure Miss Natree Management Public Investment Management Department Panassutrakorn Company Limited Number of Personnel: 9 Executive Vice President

8.2. Asset Manager

N/A

8.3. Fund Supervisor, Conditions for the Removal and Replacement of Fund Supervisor and Place of Custody of Assets of the Fund

8.3.1. The contact details of the Fund Supervisor are as follows:

Name: Kasikornbank Public Company Limited

Address: 1 Soi Rat Burana 27/1, Rat Burana Road, Rat Burana Sub-district, Rat Burana District, Bangkok, 10140.

Tel: 0-2222-0000

Fax: 0-2470-1144-5

8.3.2. Shareholder Structure

Names Number held Ratio (Shares) (Percentage) 1 Thai NVDR Company Limited 635,995,833 26.574 2 State Street Europe Limited 296,626,555 12.394 3 South East Asia UK (Type C) Nominees Limited 125,868,493 5.259 4 State Street Bank and Trust Company 90,217,596 3.770

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5 Social Security Office 54,608,300 2.282 6 BNY Mellon Nominees Limited 48,687,644 2.034 7 The Bank of New York Mellon 43,261,928 1.808 8 GIC Private Limited 39,465,000 1.649 9 South East Asia UK (Type A) Nominees Limited 33,83,021 1.414 10 HSBC Bank Plc-Prudential Assurance Company 20,392,400 0.852 OBAESI

8.3.3. Rights, Duties and Responsibilities of the Fund Supervisor

The Fund Supervisor shall have the following rights, duties and responsibilities:

(a) to receive remuneration for acting as the Fund Supervisor of the Fund at the rate specified in the Fund Supervisor Appointment Agreement;

(b) to strictly examine the management of the Management Companies with loyalty, knowledge, competence and professional behavior, for the best interest of the Fund and the Unitholders as a whole, as well as perform due care in protecting properties as a professional who supervises the benefit of TFFIF.

(c) to execute the Commitment with the Management Companies on behalf of the Unitholders;

(d) to certify the receipt of funds from subscription which are deposited in a saving account for the benefit of TFFIF and/or asset account or fund account for securities receipt, in the form determined by the Management Companies to be submitted to the Office of the SEC and support the establishment or registration of TFFIF to be made with the Office of the SEC;

(e) to certify the receipt of funds from subscription which are deposited in an escrow account and certify the receipt of the funds transferred from the escrow account, in the form determined by the Management Companies to be submitted to the Office of the SEC and support the registration of capital increase of TFFIF to be made with the Office of the SEC;

(f) to supervise and inspect the Management Companies to ensure compliance with the Thai Securities Law and the Fund Scheme as well as the Commitments, and to notify the Office of the SEC within five Business Days from the date of the Fund Supervisor’s knowledge if the Management Companies fails to comply with the above;

(g) if the Management Companies do any act or omits from taking any action that causes damage to TFFIF or fails to perform its duties under the Thai Securities Law, to prepare a detailed report thereon and submit it to the Office of the SEC within five days from the date on which the Fund Supervisor is aware of such circumstance;

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(h) to take into custody the Fund Assets and keep them segregated from assets of the Fund Supervisor or of other persons which are under the custody of the Fund Supervisor;

(i) to monitor and ensure that the disbursement, payment and delivery of either monies, documents or other assets made by TFFIF complies with the Fund Scheme, as well as with the Revenue Transfer Agreement;

(j) to prepare details of items or assets deposited into and withdrawn out of accounts of TFFIF;

(k) to receive funds from the sale of additional Investment Units or capital increase from the Management Companies and to deposit such funds to the saving account opened for the benefit of TFFIF;

(l) to certify the calculation of total asset value, NAV, Investment Units value of TFFIF made by the Management Companies in accordance with requirements and procedures determined by associations and/or the Thai Securities Laws and/or Fund Scheme;

(m) to file a lawsuit against the Management Companies to force the Management Companies to perform its duties or to claim compensation for damages caused by the Management Companies for the benefit of all Unitholders or upon the receipt of order from of the Office of the SEC, the cost of which can be claimed by the Fund Supervisor from the assets of TFFIF;

(n) to perform duties with loyalty, knowledge, competence and professional behavior for the best interest of TFFIF and the Unitholders as a whole;

(o) to consider and approve, or not approve, the acquisition or disposal of Infrastructure Assets with a value of more than Baht 100,000,000 but less than 30% of the value of the total assets of TFFIF at the time of such acquisition or disposition of assets in accordance with the Fund Scheme and the Thai Securities Law, taking into consideration the opinion of the independent expert appointed at the cost of the Fund (if any);

(p) to consider and approve, or not approve, the entry into an agreement, amendment, or termination of the agreement in relation to the administration and management of, or the seeking of benefits from, an Infrastructure Business with a contract value of more than Baht 100,000,000 but less than 30% of the value of the total assets of TFFIF at the time of such entry into an agreement or amendment or termination of such agreement in accordance with the Fund Scheme and the Thai Securities Law, taking into consideration the opinion of the independent expert (who may be appointed at the cost of the Fund);

(q) to approve the Management Companies’ arrangement of casualty insurance to sufficiently and properly insure the assets of TFFIF;

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(r) to consider and approve or not approve an acceptance of payment in kind that is not a collateral. The Fund Supervisor must examine and opine with reasons whether the acceptance of payment in kind will be more beneficial to the Unitholders than having debt instruments or claims in possession;

(s) to notify the Management Companies to conduct a new appraisal immediately after the Fund Supervisor is of the opinion that any circumstance or change has occurred in a way that will have a material effect on the value of the assets of TFFIF, or when it thinks necessary for TFFIF;

(t) to give an opinion on the matters requiring the Fund Supervisor’s opinion which include matters for which a Unitholders’ resolution is required;

(u) to give an opinion regarding the operation of TFFIF in the reports on financial position and operating results of TFFIF in the last one year or as prescribed by Thai Securities Law;

(v) to consider and give an opinion on whether the amendment of the Commitment materially affects the Unitholders;

(w) to approve an entry into the transaction with Related Persons of TFFIF under the rules set out by Thai Securities Law;

(x) to arrange for the receipt of, or payment of money from accounts of TFFIF within the prescribed time as reasonably requested by the Management Companies, subject to compliance with the Fund Scheme and/or the terms of the Revenue Transfer Agreement (as applicable);

(y) to make a payment when distributing dividend or reducing capital of TFFIF and/or a payment of benefit or other assets of TFFIF in total amount to the Unitholders, as well as payment of principal and interest to a creditor as ordered by the Management Companies;

(z) not to take any action which will conflict with the interest of TFFIF or the Unitholders, regardless of whether such action is or will be taken for the benefit of the Fund Supervisor itself or others, except for claims of remuneration for acting as the Fund Supervisor or actions which is fair treatment and have been sufficiently disclosed to the Unitholders in advance provided that the Unitholders who are notified thereof do not make any objection;

(aa) if the Management Companies do not seek approval for the matters which require Unitholders’ resolution, to take any necessary actions to seek such approval from the Unitholders;

(bb) if TFFIF is dissolved, the duties of the Fund Supervisor shall cease when a liquidator registers the dissolution of the TFFIF with the Office of the SEC. During the liquidation process, the Fund Supervisor have following duties:

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(1) take TFFIF’s assets into custody until the completion of TFFIF’s dissolution;

(2) supervise a liquidator to perform in compliance with the Thai Securities Law. If the liquidator does any act or fails to perform any action required by law, the Fund Supervisor shall notify the Office of the SEC immediately; and

(3) make payment or return assets to the Unitholders as ordered by the liquidator.

(cc) to terminate the Fund Supervisor Appointment Agreement under the conditions set out in such agreement;

(dd) to have rights, duties and responsibilities as prescribed in the Fund Scheme and Fund Supervisor Appointment Agreement;

(ee) to perform any other acts as prescribed under the Thai Securities Law and the Fund Supervisor Appointment Agreement which include to supervise the benefit of all Unitholders; and

(ff) to perform any other duties which will be later added after subsequent capital increase.

* In considering whether to approve or not approve under (o) and (p) above, the Management Companies must prepare and provide to the Fund Supervisor details, opinion, documents supporting such consideration. The Fund Supervisor shall have no less than 30 days to make such consideration.

In case that the Fund Supervisor takes any action against or omits or neglects the performing of any duties of supervision, the Unitholders may exercise their right under Section 132 and Section 47 of SEC Act to bring a lawsuit against the Fund Supervisor for the benefit of all Unitholders.

In case that the Fund Supervisor takes any action which will conflict with the interest of TFFIF or the Unitholders and such action is not in accordance with a permissible exception, if it is material and irreparable, the Management Companies may terminate the Fund Supervisor Appointment Agreement.

In case that the matters require Unitholders’ resolution and the Management Companies do not seek approval, the Unitholders and the Fund Supervisor are entitled to take any necessary actions to seek such approval from the Unitholders.

The Fund Supervisor may terminate the Fund Supervisor Appointment Agreement under the conditions set out in the agreement.

Removal and Replacement of Fund Supervisor

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The Management Companies may change the Fund Supervisor upon the occurrence of any of the following events:

1. when the Unitholders pass a resolution with a majority from Unitholders with Investment Units totaling more than half of the total number of issued Investment Units or when the MOF has approved (in the event that the MOF is still the sole Unitholder) for the Fund Supervisor to be changed and a new fund supervisor is appointed, at any time during the term of TFFIF;

2. if the Fund Supervisor engages in any arrangement that conflicts with the benefits of TFFIF or the Unitholders which are material and incurable;

3. if the Fund Supervisor’s license to undertake a commercial bank or financial institution business is revoked, or the Fund Supervisor is unable to perform its duties and obligations as the Fund Supervisor;

4. if the Fund Supervisor commits a criminal offence against property as stipulated in Chapter 1, Chapter 3, Chapter 4, Chapter 5 or Chapter 7, of Title 12 of the Criminal Code of Thailand;

5. when the Fund Supervisor fails to perform the duties or responsibilities as prescribed in the Fund Supervisor Appointment Agreement;

6. if there is a material change in any condition of the Fund Scheme due to an amendment to the Thai Securities Law or any other circumstance which causes the Management Companies and the Fund Supervisor to be unable to agree on the amendment of the Fund Supervisor Appointment Agreement to comply with such change or amendment because such change or amendment imposes more duties on the Fund Supervisor and the Fund Supervisor does not wish to accept such duties. In such event, the Fund Supervisor shall have the right to terminate the Fund Supervisor Appointment Agreement by giving written notice thereof to the Management Companies not less than 90 days in advance;

7. where the Fund Supervisor lacks any qualification as prescribed by the Thai Securities Law, the Management Companies shall notify the Fund Supervisor in writing to make a rectification within 15 days from the day following the date on which the Management Companies are or should reasonably be aware of such disqualification or the date on which such disqualification is discovered from an inspection of the Office of the SEC. The Management Companies shall also notify such rectification to the Office of the SEC within three Business Days following the date the Fund Supervisor completes the rectification. If the Fund Supervisor fails to make a rectification within such prescribed period, the Management Companies shall seek permission to replace the Fund Supervisor from the Office of the SEC within 15 days from the day following the expiry date of the rectification period. When permission is obtained from the Office of the SEC, the Management Companies shall appoint a new fund supervisor in place of the former Fund Supervisor immediately unless otherwise instructed by the Office of the SEC;

8. when any person proposes or files a petition to the Court or any other relevant authority in connection with the Fund Supervisor (a) for the dissolution of the Fund Supervisor or

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any other similar purposes; or (b) for the rehabilitation, composition or delay of debt payment, management of assets, liquidation or any other similar request under the current or future laws or under various regulations, and such petition is not revoked within 60 days;

9. when a Government authority or agency is of the opinion that the Fund Supervisor is at fault or has committed gross negligence and gives notice to the Management Companies or makes an announcement to the public; and

10. upon termination of the Fund Supervisor Appointment Agreement under cases other than those set out above, in which case the party wishing to terminate the said agreement shall give to the other party a written notice of not less than 60 days in advance.

The Fund Supervisor has an authority and responsibilities set out in the Fund Supervisor Appointment Agreement and the Securities and Exchange Act, B.E. 2535. When there is a change of fund supervisor, the former Fund Supervisor has a duty to take any necessary step to allow the new fund supervisor to perform his duties. Such necessary step includes executing a document to certify an accuracy and completion of the properties delivered to the new fund supervisor.

Since the Thai Securities Law provides that the Fund must have a fund supervisor, if the Fund Supervisor is discharged from its duties under any of these conditions, the Fund Supervisor must fully perform the duties of a fund supervisor until the completion of the transfer and delivery of all assets and documents and evidence of TFFIF to the new fund supervisor or as instructed by the Management Companies or the Office of the SEC, including any other necessary arrangements for the proper and complete transfer and delivery of all assets and documents to the new fund supervisor within a reasonable time to ensure the continuous performance of duties. The Fund Supervisor shall be entitled to receive the remuneration at the normal rate allowed under the Fund Supervisor Appointment Agreement until the transfer and delivery of all assets and documents to the new fund supervisor or as instructed by the Management Companies or the Office of the SEC is completed.

In case of termination of the Fund Supervisor Appointment Agreement, the Fund Supervisor is entitled to receive its remuneration and/or any other expenses due but not yet paid to the Fund Supervisor under the Fund Supervisor Appointment Agreement which have been incurred prior to the termination of the Fund Supervisor Appointment Agreement. The amount of such remuneration and/or any other expenses so due shall be calculated up until the expiration of the termination notice period or the period set out under the Fund Supervisor Appointment Agreement.

Place of Custody of Assets of the Fund

Name: Kasikornbank Public Company Limited

Address: 1 Soi Rat Burana 27/1, Rat Burana Road, Rat Burana Sub-district,

Rat Burana District, Bangkok, 10140.

Tel: 0-2470-3200-1 Fax: 0-2470-1996-7

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The Management Companies shall keep the assets and documents relating to the TFFIF’s assets and assets invested by TFFIF at the office of the Fund Supervisor, except for assets which, by their nature, cannot be kept at the office of the Fund Supervisor or where the Management Companies and the Fund Supervisor agree otherwise. The Fund Supervisor shall immediately notify the Management Companies of a change of the place of custody of assets of TFFIF. In the case of a change of Fund Supervisor, the Management Companies shall keep the documents and assets of TFFIF at the office of the new fund supervisor.

8.4. The Investment Advisory Committee

8.4.1. Members of the Investment Advisory Committee

The Investment Advisory Committee must consist of members with qualifications as prescribed by Thai Securities Law. The Management Companies may appoint the following persons as members on the Investment Advisory Committee in order to carry out the duty of giving advice or recommendation on the investment in Infrastructure Assets and on the management of the Infrastructure Assets invested by TFFIF:

(a) representatives from the Management Company, one of which shall be the SEC- approved infrastructure fund manager,

(b) experts appointed by the MOF or SEPO who have experience in the relevant Infrastructure Assets and qualifications with no prohibited characteristics as set out in the Notification of the Securities and Exchange Commission No. Kor Jor. 3/2560 Re: Determination of Untrustworthy Characteristics of Company Directors and Executives, dated the 23rd day of January 2017 which came into effect since the 16th day of February 2017 (including any amendments).

The Management Companies may consider changing, increasing or decreasing the numbers of persons to be members on the above Investment Advisory Committee as appropriate, by appointing persons with the qualifications set out in Thai Securities Law

The Investment Advisory Committee members are as follows

Names Agencies Mr.Chanvit Nakburee Ministry of Finance Mr. Polchak Nimwatana Ministry of Finance Mr. Jirawat Hongsakul Ministry of Finance Mrs. Chavinda Hanratanakool Krungthai Asset Management Public Company Limited Mr. Piraj Migasena Krungthai Asset Management Public Company Limited Mr. Pakawat Metheetrairut Krungthai Asset Management Public Company Limited Mr. Sumetha Lewchalermwong MFC Asset Management Public Company Limited Miss Natree Panassutrakorn MFC Asset Management Public Company Limited Miss Hatairat Chinvetchakitvanit MFC Asset Management Public Company Limited

8.4.2. Removal and Replacement of Investment Advisory Committee.

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The management company is empowered to remove or replace any member of the Investment Advisory Committee by appointing new members who meet the qualifications as required under the Thai Securities Law, provided that at all times one of the members of the Investment Advisory Committed shall be the Fund Manager.

8.4.3. Rights, Duties and Responsibilities of the Investment Advisory Committee

The Investment Advisory Committee shall have the following rights, duties and responsibilities:

(a) upon request by the management company, to provide advice and recommendation to the management company in relation to the Fund’s investment in Infrastructure Assets as well as management of Infrastructure Assets in which the Fund has invested; and

(b) to declare to the management company if any member of the Investment Advisory Committee has an interest (whether directly or indirectly) in the matters requiring advice or recommendation. The member who has such as interest (whether directly or indirectly) shall not participate in the meeting to consider such matters.

Representatives from Government agencies or state enterprises for the purpose of the law on budget procedures, or juristic persons established under a specific law may give investment advice on the management of Infrastructure Assets of TFFIF without being subject to the restrictions that prevent interested persons from participating in the consideration of such matters, except where the members are:

(1) representatives from Government agencies or state enterprises or juristic persons who are owner, persons having the power under the law to supervise or having direct responsibilities in the business relating to such advice or recommendation; or

(2) representatives of such Government agencies or state enterprises or juristic persons are Persons within the Same Group of (1).

8.5. Name, Address and Telephone Number of Independent Auditor

Name: Suchada Tantioran

Address: EY Office Limited

193/136-137 Lake Ratchada Building

33rd Floor Ratchadaphisek Road, Khlong Toei

Khlong Toei, Bangkok 10110

Tel: 0-2264-9090 Fax: 0-2264-0789

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The Management Companies may appoint a third party approved under the notification regarding the granting of approval of auditor to act as the Auditor of TFFIF in which case the Management Companies shall notify the Office of the SEC in accordance with the rules.

Name, Address and Telephone Number of the Investment Units Registrar

Name: Thailand Securities Depository Co., Ltd.

Address: The Stock Exchange of Thailand Building

93 Rachadapisek Road, Dindaeng Sub-district, Dindaeng District, Bangkok 10400

Tel: 0-2009-9999

The Management Companies may appoint a third party with a licence from the Office of the SEC to undertake the securities registrar service and approved by SET to act as the Registrar of TFFIF in which case the Management Companies shall notify the Office of the SEC.

Name, Address and Telephone Number of Appraiser

Name: American Appraisal (Thailand) Ltd.

Address: 22nd Floor, Thai CC Tower

43 South Sathorn Road

Yannawa, Sathorn

Bangkok 10120

Thailand

Tel: 02 675 8403-6

Name, Address and Telephone Number of TFFIF’s Consultant

-N/A-

9. Corporate Governance

9.1. Corporate Governance Policy

The Management Companies recognise the importance of good corporate governance by ensuring that an effective management system for TFFIF is in place and provide a basis for continued expansion and growth of business, create confidence for the Unitholders and all relevant parties by complying with the guidelines under the principle of good governance of the SET and the Office of the SEC. The

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Management Companies disclose TFFIF’s information on various subjects concerning the Unitholders and all relevant parties though various channels such as in the annual report and the Management Companies’ websites in order to facilitate groups of interested persons to access the information with ease from a variety of channels.

Further information may also be requested by directly contacting:

Krungthai Asset Management Public Company Limited

Telephone number 02 686 6100 Telex 0 2670 0430

MFC Asset Management Public Company Limited

Telephone number 02 649 2000 Telex 02 649 2100

9.2. Sub-committee

Please see details under 8.1.2 for Organisation Structure, Lists of Shareholders and Lists of Directors and the Executives.

9.3. The Fund’s Committee Meeting

N/A

9.4. Insider Trading

The Management Companies determined policies on the prevention of insider trading by requiring the Directors, Advisors, Executives, as well as employees to strictly comply with the insider trading policy. At the same time, the Management Companies have also prescribed rules for the prevention of insider trading as follows:

 The Management Companies put in place a Chinese Wall mechanism and an operation system to prevent leakage of TFFIF’s internal information in the operating area of an access person.

 Ensure that there is a registration system to monitor the entry and exit of the access control area and keep such information for at least 6 months for review purposes.

 The care and maintenance of the safety of TFFIF’s internal information on the central computer system shall be carried out in accordance with the information technology safety regulations.

 The Management Companies prescribe that the care and maintenance of the safety of TFFIF’s internal information which has been filed in printed version of the documents shall be the responsibility of employees in the access person groups.

 The Management Companies put in place a record and filing of the communications within the operation room of the access person.

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 The monitoring and inspection regarding compliance to policies, code of conduct and operational rules of employees have also been set.

The Management Companies have disciplinary measures put in place in the event that their Executives or employees disclose the internal information to the public or use such information for personal gain.

In the event that the Management Companies are companies registered with the SET, the Management Companies’ shareholders structures are transparent, with no conflict of interest. Moreover, there is a clear separation of duties and responsibilities between the Board of Directors, the Executives and the Shareholders. Thus, there is no problem in overlapping duties and responsibilities. In the event that a member of the Board of Directors or the Executives has an interest in the issue in consideration, such person shall not attend the meeting or shall refrain from voting in order for the decision of the Board of Directors and the Executives to be fair and truly for the benefits of the Unitholders.

9.5. Investment Decision and Management of TFFIF

Given that EXAT will be responsible for the day-to-day management of the Initial Expressways, pursuant to the relevant laws and the terms of the Revenue Transfer Agreement, TFFIF does not need to engage a third-party operator to run or operate the Initial Expressways. After the investment in the right to the Transfer Revenue, TFFIF will bear the risks associated with the Initial Infrastructure Assets. EXAT will not provide any guarantee relating to the operation of the Initial Expressways or the Transfer Revenue under the Revenue Transfer Agreement. However, EXAT shall manage and operate the services, collect tolls and control the collection of tolls, as well as maintain the expressways, the Expressway Systems, and permanent structures of or used in its expressways in accordance with the law and EXAT’s standards. In addition, TFFIF may deliver a written notice to EXAT to provide opinions or recommendations for EXAT to carry out any relevant actions in relation to the operations and maintenance of the Initial Expressways, if TFFIF considers it necessary or appropriate.

Moreover, if an investment is made by methods described under item (a) or (b) of the definition of “Infrastructure Assets”, TFFIF will be required to enter into an agreement with a third party operator to assign a lease to the Infrastructure Businesses or to engage such third-party operator to manage such assets or to operate the Infrastructure Businesses, given that TFFIF, as an infrastructure fund, is itself prohibited from operating Infrastructure Businesses pursuant to Tor Nor. 1/2554.

If in future TFFIF enters into, amends or terminates agreements relating to the management or procurement of benefits from Infrastructure Businesses, and such entry into, amendment or termination of such agreement has a value of more than THB 100,000,000, or 30.0% of the total assets of TFFIF at the time of the entry into, amendment or termination, TFFIF must obtain the Unitholders’ consent, except in case of entry into, amendment or termination of any agreement with a value of more than THB 100,000,000, but less than 30.0% of the total assets of TFFIF at the time of entry into, amendment or termination, which is approved by the Fund Supervisor or disclosed in the Fund Scheme. The Management Companies will calculate such value of the agreement by determining the value of all agreements every six months.

9.6. Assets Manager Selection

N/A

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9.7. Monitoring Assets Manager’s Operation

N/A

9.8. Monitoring TFFIF’s benefits

The Management Companies’ main objective is to ensure that the Unitholders receive continuing, long-term returns from the investment while considering the benefit from the development and increase in the quality of the Infrastructure Assets invested by TFFIF. The Management Companies provide guidelines and system for the monitoring and supervision of benefits from the Infrastructure Assets, including ensuring sufficient and appropriate insurance policies are taken in proportion to TFFIF’s interests in the Infrastructure Assets for protection against damages that may occur to the TFFIF. TFFIF’s investment consists of the acquisition of the Initial Infrastructure Assets. EXAT will remain the operator of the Initial Infrastructure Assets.

In the management of the Infrastructure Assets, which are the rights under the Revenue Transfer Agreement, the Management Companies have provided for frequent monitoring and auditing process to ensure the correct and complete Revenue Transfer. If a mistake has been found which causes TFFIF to not receive the correct Revenue Transfer in accordance with the Revenue Transfer Agreement, the Management Companies will require the operator of the infrastructure business to correct such mistake. Moreover, the Management Companies have stated in the Revenue Transfer Agreement for operator of the infrastructure business to have the duties to report information, facts and reasons to the Management Companies without delays where there is an event or change which may affect the value of the Infrastructure Assets.

Transactions with Related Persons must follow the general conditions and rules regarding the entering into transactions with related persons prescribed by the Office of the SEC and the Thai SEC. Any transactions relating to Infrastructure Assets to be entered into between TFFIF and the MOF or between TFFIF and other Related Persons will have to be entered into under fair and appropriate conditions and in compliance with the conditions and requirements prescribed under Tor Nor. 1/2554, Sor Tor. 14/2558, Tor Nor. 45/2561, and other relevant notifications. If the MOF holds more than 10.0% of the total issued units, the MOF will be deemed a Related Person of the Fund under the Sor Tor. 14/2558. However, if the MOF is not an owner, regulator, or has no direct responsibility of businesses related to such transactions pursuant to Tor Nor.45/2561, the MOF will be able to consider and approve any transactions relating to Infrastructure Assets without being subject to the condition prohibiting a person with a conflict of interest to consider and approve the transactions. This is on condition that the Management Companies have disclosed such information in accordance with the requirements, conditions and procedures prescribed in Tor Nor. 45/2561.

Moreover, TFFIF will disclose information regarding transactions with related persons to the SET, as well as in the remarks of the Financial Statements as audited by its auditor, and in TFFIF’s annual report, with TFFIF’s risk factors relating to the investment.

9.9. Remuneration of Management Companies

The Remuneration of Management Companies are annual management fees which the Management Companies shall receive at a rate of no more than 1.00% per annum of the TFFIF’s NAV on the date at the end of the month and no less than THB 10 million per annum (excluding VAT or any

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other similar tax). For the year 2019, the Management Companies receive THB 36,985,557 as Management Fees (inclusive of VAT).

The details of the Management Companies’ remunerations are as follows:

Expenses claimed from TFFIF Amount (THB) Per centage of NAV

Management Fees 36,985,557 0.08

9.10. Disclosure and Reporting Requirements to the Unitholders

The Management Companies shall prepare and disclose the NAV calculation of TFFIF, including financial statements (both quarterly and annually), annual reports, material events that may affect asset value, financial condition, fund performance or other events as required by the SEC, the Office of the SEC or the SET, as the case may be

9.10.1 Regular Disclosure to the SEC, the Office of the SEC, the SET and Unitholders

The key events that require disclosure are, among others,

1. In the event that the Management Companies intend to cancel the increase of registered capital of the Fund during the Combined Offering, the Management Companies shall report to the Office of the SEC with respect to such cessation or cancelation of the offering within seven days from the date of the cessation.

2. The Management Companies shall report to the Office of the SEC within five Business Days from the date on which the Management Companies know or should have known of a violation of the holding limit or ratio.

3. If after the Combined Offering of the Investment Units there is an event that causes the approval of the increase in registered capital of the Office of the SEC to expire and TFFIF can no longer increase the registered capital, the Management Companies shall inform the Office of the SEC within 15 days from the last date of offering.

4. When there is an event that will cause the Fund to dissolve, the Management Companies shall report to the Office of the SEC and the Fund Supervisor without delay, as well as to the SET if the Units are listed on the SET.

5. The Management Companies shall report to the Office of the SEC, and to the SET if the Units are listed on the SET, without delay of an event or any changes that may materially impact the value of the Assets of TFFIF that TFFIF has invested in or possesses.

9.10.2 NAV Reporting Requirements

9.10.2.1 Calculation and disclosure of NAV, unit value, and unit selling price are as follows:

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In calculating the value of investments in the Infrastructure Assets under items (a), (b), (c) or (d) of the definition of “Infrastructure Assets” in accordance with the notification by the CMSB Tor Nor 1/2554, the Management Companies will use the price derived from the most recent appraisal adjusted for the acquisition or disposal of Infrastructure Assets (if any) and amortisation of Infrastructure Assets (if any) that occur after the most recent appraisal.

If TFFIF invests in shares of a company under item (e) of the definition of “Infrastructure Assets” in accordance with the notification by the CMSB Tor Nor 1/2554, if such shares are not listed on the SET, the Management Companies shall calculate the asset value of the company under item (e) of the definition of “Infrastructure Assets” using the method described above, mutatis mutandis, taking into consideration the tax burden of the issuer of shares and such other factors which could have an impact on the price of Infrastructure Assets of the company.

In respect of assets other than those described in the preceding paragraph, the Management Companies shall use other values as prescribed by the Association of Investment Management Companies (“AIMC”), or the price in accordance with the accepted academic theory or international standards if such criteria could not be used in determining asset price.

However, during the first three years from the Fund Registration Date, the Management Companies shall use the value of the Infrastructure Assets that TFFIF invested in, i.e. the purchase price, unless there is a new appraisal regardless of the reason.

The Management Companies shall calculate the NAV and the Value of Investment Units in accordance with the followings:

1. the NAV shall be calculated and announced with two decimal places in accordance with international standards;

2. the value of Investment Units shall be calculated within five decimal places in accordance with international standards but announced within four decimal places (by simply deleting the fifth decimal place number).

Any benefits derived from the calculation pursuant to the method under (1) and (2) above shall be accumulated as the Assets of TFFIF.

9.10.2.2 Disclosure of Total Assets Value, NAV and Value of Investment Units

The Management Companies shall disclose a quarterly report with respect to the value of the total assets, the NAV and the value of Investment Units within 45 days from the end of quarter. Such value of the total assets, the NAV and the value of Investment Units shall be certified by the Fund Supervisor that the calculations were made in accordance with the Thai Securities Law.

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The Management Companies also need to disclose such information on the SET’s reporting system (in the event that the Investment Units are listed on the SET), publish in a local daily newspaper, and post at all business addresses of the Management Companies and at the head office of the Fund Supervisor, where the name, type and location of the Assets need to be specified.

The calculation of asset value, NAV and the value of Investment Units announced by the Management Companies shall be determined from the most updated Asset appraisal reports or report on the review of asset appraisals which shall be used as a base in determining the core Asset Value of TFFIF, which may not be the actual selling and buying price of the core assets.

If TFFIF has invested in the Infrastructure Assets which are incomplete projects, the Management Companies shall prepare a progress report every 6 months from the date that such investment was made and submit the report to the Office of the SEC within 30 days from the last date of the 6 months time period or within other period determined under Thai Securities Law.

The above progress repost shall consist of, at the minimum, the following information:

1. Comparative information between the progress and the plan of the project;

2. in the event that the progress of the project is not in accordance with the plan, solutions and the effects that this shall have, or may have, on TFFIF must also be stated

In the event that the Investment Units of TFFIF are listed in the SET, the Management Companies will also send a report in accordance with the above criteria to the SET.

9.10.3 Financial Statements

The Management Companies must submit the following Financial Statements to the Office of the SEC and/or the SET (in the event that TFFIF’s Investment Units are listed on the SET).

1. a reviewed quarterly financial statement within 45 days from the last date of the quarter; and

2. and an audited annual financial statement within three months from the end of financial year of the Fund.

In the event that the Management Companies have submitted an audited annual financial statement under 2 above to the Office of the SEC within 60 days from the end of financial year of TFFIF, the reviewed fourth quarter financial statements shall be deemed submitted, in accordance with 1 above, to the Office of the SEC.

If the Units are listed on the SET, the Management Companies must also submit the aforementioned financial statements in accordance with 1 and 2 above, to the SET.

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The financial statements shall be prepared in accordance with the accounting standard in respect to the relevant transactions. If it is optional under the relevant accounting standard for the Fund to book the transactions either on a fair value basis or cost basis, the Management Companies must book the transactions on a fair value basis only.

If TFFIF has invested in or possesses the Infrastructure Assets which are shares pursuant to the definition of “Infrastructure Assets”, the Management Companies shall prepare a financial statement of the company issuing such shares in accordance with the accounting standard and requirements in relation to provision of the issuing company’s financial statement, mutatis mutandis. Moreover, the Management Companies shall prepare and submit the Fund’s consolidated financial statement and such company’s financial statement together with the Fund’s financial statement which shall include the interim management and discussion and analysis as well as an annual information form.

9.10.4 Annual Reports

The Management Companies shall prepare and submit an annual report of TFFIF to the Unitholders and the Office of the SEC, and to the SET if the Investment Units of the Fund are listed on the SET, within four months from the end of financial year of the Fund.

If during any financial year of TFFIF there is a capital reduction, the Management Companies must provide information relation to all capital reductions of TFFIF in the annual report of TFFIF to be submitted to the Office of the SEC and the SET accordingly.

9.10.5 Annual Information Form

The Management Companies are responsible for preparing and submitting an annual information form (56-1) with the content and details as stipulated by Thai Securities Law within three months from the end of financial year of the Fund.

9.10.6 Progress Report of Incomplete Projects

If the Fund has invested in the Infrastructure Assets which are incomplete projects, the Management Companies shall prepare a progress report as a part of the annual report of the Fund and submit it to the Unitholders, the Office of the SEC, and the SET within four months from the end of financial year of the Fund or other period determined under Thai Securities Law.

9.10.7 Regular Disclosure to the SEC, the Office of the SEC, the SET and Unitholders

The key events that require disclosure are, among others,

1. In the event that the Management Companies intend to cancel the increase of registered capital of the Fund during the Combined Offering, the Management Companies shall report to the Office of the SEC with respect to such cessation or cancelation of the offering within seven days from the date of the cessation.

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2. The Management Companies shall report to the Office of the SEC within five Business Days from the date on which the Management Companies know or should have known of a violation of the holding limit or ratio.

3. If after the Combined Offering of the Investment Units there is an event that causes the approval of the increase in registered capital of the Office of the SEC to expire and TFFIF can no longer increase the registered capital, the Management Companies shall inform the Office of the SEC within 15 days from the last date of offering.

4. When there is an event that will cause the Fund to dissolve, the Management Companies shall report to the Office of the SEC and the Fund Supervisor without delay, as well as to the SET if the Units are listed on the SET.

5. The Management Companies shall report to the Office of the SEC, and to the SET if the Units are listed on the SET, without delay of an event or any changes that may materially impact the value of the Assets of TFFIF that TFFIF has invested in or possesses.

9.10.8 Prescribed Disclosure of Information for Listed Securities

Once the Investment Units are listed on the SET, the Management Companies are required to report to the SET in respect of certain matters as prescribed by the relevant SET notifications, as amended. Currently those matters are, among others:

1. the date for a Unitholders’ meeting and the agenda for such meeting, or in the case of resolution by circular, the last day that the Unitholders need to submit voting ballots to the Management Companies to cast their votes;

2. the Management Companies’ resolution determining the date of the closing the register for the suspension of Investment Units transfer, the date on which the list of holders of Investment Units for a Unitholders’ meeting will be determined, or the date on which any rights will be granted to Unitholders;

3. payment or non-payment of dividends to Unitholders;

4. a resolution that the registered capital shall be increased, investment units shall be allocated, or registered capital shall be decreased;

5. issue of new tranche of Investment Units;

6 . any changes to the unitholding structure affecting more than 10.0% of the total number of issued Investment Units;

7. acquisition or loss of significant commercial contracts;

8. acquisition or disposition of Infrastructure Assets in accordance with the rules prescribed by the SEC notifications;

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9. request for a Unitholders’ resolution to make material amendments to the Fund Scheme;

10. related party transactions under the rules prescribed under the SEC notifications;

11. a launch of new significant products, significant development in relation to resources, technology, products and markets; or significant discoveries in relation to natural resources;

12. entering into any financing arrangement on behalf of the Fund or any transaction which could create material encumbrances on the Assets;

13.having any significant dispute affecting the operation of TFFIF, such as a dispute in relation to labor, subcontractors or persons selling products to the Fund;

14. the Fund having significant legal disputes;

15. significant change in the Fund’s accounting policy;

16. the dissolution of the Fund;

17. dissolution and liquidation of the relevant Infrastructure Business;

18. appraisal of value of the relevant Infrastructure Business’s significant assets by an independent appraiser for disclosure to the Unitholders or general investors;

19. any significant change of projects in TFFIF’s capital expenditure project;

20. any default in repayment or failure to fulfill the obligations under a financing arrangement which is worth 5.0% or more of the NAV of the Fund as shown in the latest financial statements or consolidated financial statements, together with the guidelines for rectifying such events;

21. the occurrence of any event which may affect the rights or decisions of the Unitholders or a change in the price of Investment Units;

22. any change to the head office of each of the Management Companies;

23. any change to the Fund Manager, auditor or Fund Supervisor;

24. any change of the registrar and head office of the registrar;

25. the value of the assets, NAV, Value of Investment Units, financial statement and consolidated financial statements, and annual report of the Fund, each prepared in accordance with the relevant notifications of the SEC, provided that the Management Companies shall disclose such information within the set period.;

26. summary of the result of operations of the Fund in the form prescribed by the SET; and

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27. other information as prescribed by the SEC, the Office of the SEC or the SET.

9.10.9 Compliance with Relevant Laws and Regulations

The Management Companies will proceed in accordance with the rules and procedures as set out above, except in the event that the SEC, the Office of the SEC or any relevant authority has amended, announced, ordered, or approved otherwise. In such case the Management Companies must act in accordance with such amendment, announcement, order or approval, and are deemed to have obtained approval from the Unitholders.

9.11. Convening Unitholders’ Meeting

Where a fund has its investment units as registered securities in the SET, the Management Companies shall convene Unitholders’ Meeting in accordance with the criteria set by the Law, Rules and set Procedure.

The Fund shall convene Unitholders’ Meeting as follows:

(1) Annual General Meeting of Unitholders

The Management Companies convene an annual general meeting of Unitholders within 4 months from the last day of the financial period of the Fund to report the following matters to the Unitholders’meeting:

(a) important Fund management issues and future approach for the management of the Fund;

(b) operating results of the Fund in the previous financial period;

(c) financial statements of the Fund in the previous financial period;

(d) The appointment of the Fund’s auditor and the expenses for the audit.

(2) Extraordinary General Meeting of Unitholders

The Management Companies convene an extraordinary general meeting of unitholders in the following events:

(a) when the Management Companies consider appropriate for the Unitholders’ meeting to be convened for the benefit of the management of the Fund;

(b) when the Unitholders holding in aggregate at least 10% of the total number of Investement Units sold, make a written request for the Management Companies to convene a Unitholders’ meeting, stipulating clearly the reasons for the request.

Generally, in obtaining a resolution from the Unitholders, the Management Companies shall provide sufficient information for the Unitholders’ consideration in the notice convening the

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Unitholders’ Meeting or requesting a resolution from the Unitholders, as the case may be, which shall include the opinion of the Management Companies and the Fund Supervisor with respect to the matters being proposed to the Unitholders, and the impact that may affect the Unitholders in voting for such matters.

1. Rules and Procedures to Obtain Unitholders’ Resolution

A resolution or approval to be sought from the Unitholders can be obtained from either a circular or a physical meeting.

The Management Companies must convene a meeting of Unitholders without delay from the date on which any Unitholders, whose individual or aggregate holdings amount to at least 10% of the total number of units sold, make a written request stipulating reasons to the Management Companies to convene a meeting of Unitholders.

If the Management Companies fail to convene a meeting as requested in writing by the Unitholders in accordance with the period above specified, the Unitholders, whose individual or aggregate holdings amount to at least 10% of the total number of units sold, may convene the meeting by themselves.

The rules and procedures to convene the Unitholders’ meeting shall also be in accordance with those set out in the Commitment.

2. Meeting and Voting Rights of Unitholders

The Unitholders who have their names recorded in the registrar book shall have the rights to vote, as well as to receive the distributions. The Management Companies shall inform the date of the registrar book closure to the SET and the Registrar 14 days or any period of time as prescribed by the SET or the Registrar prior to the registrar book closure date.

If there is any change to such date of registrar book closure, the Management Companies shall inform the SET and the Registrar at least seven days or any period of time as prescribed by the SET or the Registrar prior to the original date of registrar book closure.

The Management Companies shall send a request of resolution by circular, or a notice to convene the Unitholders’ meeting to the Unitholders whose names are in the registrar book as at the registrar book closure date.

It shall be assumed that the registrar book of the Investment Units is a correct and accurate record; therefore the payment or distribution of assets, and the entitlement or restriction of any rights made to the Unitholders whose names appear in such registrar book shall be deemed duly made by the Management Companies.

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(a) Resolution by Circular

To obtain a resolution by circular, the resolution shall be passed by more than half of the total units with voting rights, regardless of the nature of the matters, except for the amendment or modification of the Fund Scheme or fund management procedures.

(b) Resolution by Meeting

(1) Quorum requirements

(1.1) Except as provided below, to constitute a quorum there shall be at least 25 Unitholders, or at least half of the total number of Unitholders, holding in aggregate no less than one-third the total units sold;

(1.2) Requirements with respect to a quorum as set out above are not applicable to the amendment or modification of the Fund Scheme or fund management procedures;

(2) Rights to vote

(2.1) Unitholders who have a special interest or a conflict of interest in a matter shall have no right to vote on such matter.

However, these following persons may vote on such matter and not subject to the voting prohibition for the Unitholders who have a special interest or a conflict of interest in a matter:

(2.1.1.) Unitholders who are Government agencies or state enterprises for the purpose of the law on budget procedures, or juristic persons established under a specific law (but are not (a) Government agencies or state enterprises for the purpose of the law on budget procedures, or juristic persons established under a specific law, or directors of the Management Companies who are representatives from Government agencies, state enterprises, or juristic persons established under a specific law, and own, regulate, or directly responsible for the entity involving in the matter; or (b) the Persons within the Same Group of (a));

(2.1.2.) Directors of the Management Companies who are representatives of the Unitholders,

provided that the information is disclosed in accordance with these requirements:

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(1) the information relating to meeting and voting rights must be clearly disclosed in the Fund Scheme and prospectus;

(2) to obtain the Unitholders’ resolution to enter into any matter that requires the Unitholders’ resolution, there must be an opinion from an independent financial advisor on the topics prescribed below. The opinion will include reasons, material assumptions, and factors taken into account in issuing the opinion. Such opinion must be included in the notice convening the Unitholders’ Meeting or requesting a resolution from the Unitholders, as the case may be. The topics in the opinion include:

a. reasonableness and benefits from the matter to TFFIF;

b. fairness of price and conditions of the matter; and

c. the statement and reason regarding whether the Unitholders should approve or not.

For example, in obtaining the Unitholders’ resolution to acquire additional Infrastructure Assets from Government which is not the MOF, such as DOH or EXAT, the MOF shall not be considered as a Unitholder who directly or indirectly has a special interest in the matter and will not be prohibited from casting vote.

(2.2) Unitholders who hold Units in excess of the holding limits shall abstain from casting votes in respect of such excess portion.

(3) Voting requirements

(3.1) One unit of the Investment Unit shall have one vote.

(3.2) Except as provided in (3.3) and (3.4) below, the resolutions of a Unitholders’ meeting, shall be passed by a simple majority vote of more than 5 0 % of the total number of votes of attending Unitholders with the rights to vote.

(3.3) Any resolutions of the meeting of Unitholders on the following matters must be passed by a vote of no less than three-fourths (i.e. 75% or more) of the total number of votes of attending Unitholders with the rights to vote:

(3.3.1) acquisition or disposition of Infrastructure Assets having a value of more than Baht 100,000,000 or 30% or more of TFFIF’s total assets at the time of such acquisition or disposition of assets, or agreement, consent or casting vote for a company in which TFFIF

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holds shares to undertake such acquisition or disposition;

(3.3.2) entry into, amendment or termination of any agreement to engage a third party to be the operator to run or operate such Infrastructure Business having a value of more than Baht 100,000,000 or 30% or more of TFFIF’s total assets at the time of such entry into, amendment or termination of such agreement or agreement, consent or casting vote for a company in which TFFIF holds shares to enter into, amend or terminate such agreements;

(3.3.3) entry into any related party transaction, or agreement, consent or casting vote for a company in which TFFIF holds shares to enter into any related party transaction, which requires consent from the Unitholders;

(3.3.4) capital increase of TFFIF or agreement, consent or casting vote for a company in which TFFIF holds shares to increase capital;

(3.3.5) capital reduction of TFFIF or agreement, consent or casting vote for a company in which TFFIF holds shares to reduce capital; and

(3.3.6) amalgamation or merger with another fund.

(3.4) A resolution with respect to the amendment of the Fund Scheme or fund management procedures shall be in compliance with the requirements as prescribed.

(3.5) In case where TFFIF has multi-class units, the Unitholders’ resolution must be compliant with these additional requirements:

(3.5.1) If the resolution affects all classes of the Unitholders but does not affect each class equally, the resolution shall be passed by a vote of more than 5 0 % of the total number of units of each affected class.

(3.5.2) If the resolution affects the benefits of the Unitholders in any respect, the resolution shall be passed by a vote of more than 50% of the total number of units of each affected class

(3.5.3) If the resolution affects any class of the Unitholders, the resolution shall be passed by a vote of more than 50% of the total number of units of that affected class

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(c) A resolution with respect to the amendment of the Fund Scheme must be compliant with Section 129 of the SEC Act.

3. Binding Effect

Resolutions from the Unitholders shall bind the Management Companies to perform accordingly to such resolution since the Management Companies have a legal obligation to manage TFFIF with due care, honesty and responsibility for the benefit of all Unitholders, including performance and compliance with the applicable laws, the Fund Scheme, the Commitment, and the Unitholders’ resolutions.

Such binding effect of the resolution shall also be in accordance with those set out in the Commitment.

9.12. Selection and Appointment of Director and High-level Executives

N/A

9.13. Auditor’s Remuneration

TFFIF’’s Auditor Fee for the 2019 financial period total THB 2,248,305.

9.14. Other procedure in accordance with principles of good governance (if any)

N/A

10. Corporate Social Responsibilities

10.1. The Management Companies’ policy and Overviews of Operations with Responsibilities to the Society, Communities and the Environment

The Management Companies and TFFIF comply with the principles of Corporate Social Responsibilities as follows:

1. Support good governance by providing an operational system with good internal control in accordance with relevant law, with frequent internal auditing and reports to the Committee. Put in place risk management and disclosure of TFFIF’s good governance in the annual report and on the Management Companies websites;

2. Operate business with integrity by treating trade partners and relevant operations with fairness as well as having ethical business operation as one of the criteria for the selection of partners or procurement. Respect rights to assets by providing an appropriate check in the system to ensure that the Fund Manager operates/uses various assets with proper permission in accordance with the relevant laws;

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3. Suppress all forms of corruption, refuse corporation or support to any person engaging in illegal operation or who is a danger to society and national security;

4. Conduct business operation with care regarding the protection of human rights;

5. Provide for ethical conditions for employment with safe and appropriate working environment;

6. Take responsibility for consumers by abiding by operational standards in contacting and giving services to customers;

7. Support any operations that benefit the communities and society as a whole and refrain from any actions which will result in harm being done to the national reputation, natural resources and the environment; and continue to instill upon the Fund Manager and relevant persons at all levels, the sense of responsibility towards communities and society.

10.2. Operations

The Management Companies support ethical business operation and good governance in the business operation of TFFIF, along with the responsibilities towards society and the environment to achieve sustainable business development. The Management Companies put great emphasis upon the earnest and continuous protection of the environment, including giving support to various activities for social developments with local communities, particularly those that provide further opportunities for educations and development of potentials of youths as well as continuous donations for the benefit of the public.

11. Internal Control and Risk Management

The Management Companies recognise the importance of its Internal Control system and Risk Management to ensure the effective operation in all areas, including human resources, operational procedures and Information Technology, in accordance with the rules, regulations and set targets, and reduce risks or damages which may occur from internal and external factors.

11.1. Opinion of Board of Director, Audit Committee and Auditor regarding the Management Companies’ internal control system

Krungthai Asset Management Public Company Limited

The Management Company provides a system to follow up, monitor and supervise the management of the Fund, as well as for risk assessment and report to be made to the Board of Directors regularly. Any shortcomings found shall be fixed without delays in order to prevent any problem that may arise. The Management Companies are of the opinion that sufficient and appropriate internal control and supervision have already been applied to the management of TFFIF.

MFC Asset Management Public Company Limited

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Opinion of the Audit Committee

The Audit Committee is of the opinion that in 2018, the internal control and audit system of the company, at present, is sufficient and appropriate. The financial statements are correct. Laws and regulations have been followed. Information, including connected transactions, have been disclosed correctly and completely.

Auditor’s Opinion

The auditors appointed to conduct the audit on the company’s 2018 financial statements are Mr. Prawit Viwanthananut, Certified Public Accountant Registration No. 4917 or Mr. Terdthong Thepmongkorn, Certified Public Accountant Registration No. 3787 or Mr. Udom Thanuratpong, Certified Public Accountant Registration No. 8501 or Miss Chutima Wongsaraphanchai Certified Public Accountant Registration No. 9622 of PV Audit Co.,Ltd., or other auditors within the same office, had examined the company’s financial statements for the year 2018 and stated in the auditor’s report that no shortcomings were found in the internal control system on accounting which materially affected the auditor’s opinion regarding the Company’s financial statements as of 31st December 2018.

11.2. Management Companies’ Chief of Internal Audit/Chief of Compliance

Krungthai Asset Management Public Company Limited

The Management Companies assigned Mr. Chalerm Lokijsaengthong as Chief of Internal Audit Department and Mr. Amornsak Wongseng as Chief of Compliance Department who have 20 years work experiences to carry out the duty of supervising the management company’s business operation.

MFC Asset Management Public Company Limited

The management company has assigned Mr. Kritsada Chatbanyong as Chief of Internal Audit and Mr. Kritsadi Areeyametha as Chief of Compliance Department to carry out the duty of supervising the management company’s business operation.

12. Prevention of Conflict of Interest

The Management Companies’ policies on transaction with related persons take utmost consideration to the best interest of the Unitholders. In such a related party transaction, the Management Companies consider the necessity and reasonableness of the transaction to identify whether it is for the best interest of the Unitholders and must be carried as if it is done with a third party. Moreover, the decision to approve such transaction is done without the person with interest in it. If such transaction is an investment with the Management Companies or with a person relating to the Management Companies, the Management Companies may only proceed once the Fund supervisor has examined and certified in writing that such investment is normal course of business at arm’s length basis.

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Guidelines for the prevention of conflict of interest

1. For transaction with a related person to the Infrastructure Assets, the Management Companies shall comply with the notifications prescribing rules concerning transactions with conflict of interest that a business operator may enter into;

2. Transaction with related party to the Infrastructure Assets must use fair price;

3. The person with interest in the transaction must not participate in the decision to enter into the transaction with related person to the Infrastructure Assets;

4. The calculation of expenses arising from the transaction with a related person to the Infrastructure Assets must be at a fair and appropriate rate.

In entering into the following related party transactions, in addition to the requirements set out above, a resolution from the Unitholders is required:

(1) if such related transaction is with respect to an additional acquisition or disposition of infrastructure assets having a value of no less than THB 20,000,000 or no less than 3.0% of the Net Asset Value of the Fund at the time of entry into such related party transaction, whichever is higher, except where such transaction is made pursuant to a commitment with government agencies or government organisations according to the law for establishment of government organisation and state enterprise according to the law for establishment of such state enterprise (including non-juristic business units owned by the government) as specified in the Fund Scheme;

(2) if such related transaction is an entry into, amendment or termination of contracts to engage a related person to be the operator to run or operate infrastructure assets having a value of no less than THB 20,000,000 or no less than 3.0% of the Net Asset Value of the Fund at the time of such entry into, amendment or termination of such related party transaction, whichever is higher; or

(3) if such related transaction is an agreement, consent or vote so that the company in which TFFIF is a shareholder pursuant to the definition of "Infrastructure Assets" into the arrangement as set out in (1) or (2) above with the related person.

Related Party Transaction Policies

Any transactions relating to Infrastructure Assets to be entered into between the Fund and the MOF or between the Fund and other Related Persons will have to be entered into under fair and appropriate conditions and in compliance with the conditions and requirements prescribed under Tor Nor. 1/2554, Sor Tor. 14/2558, Tor Nor. 45/2561, and other relevant notifications. If the MOF holds more than 10.0% of the total issued units, the MOF will be deemed a Related Person of the Fund under the Sor Tor. 14/2558. However, if the MOF is not an owner, regulator, or has no direct responsibility of businesses related to such transactions pursuant to Tor Nor.45/2561, the MOF will be able to consider and approve any transactions relating to Infrastructure Assets without being subject to the condition prohibiting a person with a conflict of interest to consider and approve the transactions. This is on condition that the Management Companies have disclosed such information in accordance with the requirements, conditions and procedures prescribed in Tor Nor. 45/2561.

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Furthermore, the Fund must disclose the related transactions to the SET, as well as in the remarks of the financial statements as audited by the Fund’s auditor, and in the annual report of the Fund.

12.1. Transactions between TFFIF and the Management Companies and Related/Connected Persons of the Management Companies or Fund Managers

Transactions between TFFIF and the Management Companies/Fund Managers and Related Persons to the Management Companies/Fund Managers for the year ending on the 30th day of September 2019 and for the period from the 1st day of January 2018 to the 30th day of September 2019 are as follows:

Amount (THB million) Pricing Relationship Opinion/Reasonableness Related For the For the Policy Companies year Period of ending on 1 Jan- 30 Sept 19 Sept 18 Krungthai Asset Management Public Company Limited Management 18.49 0.07 as Management ordinary business Fee specified Company operation in the contract and Prospectus MFC Asset Management Public Company Limited Management 18.49 0.07 as Management ordinary business Fee specified Company operation in the contract and Prospectus

12.2. Transactions between TFFIF and the Fund Supervisor

Transactions between TFFIF and the Fund Supervisor for the year ending on the 30th day of September 2019 and for the period from the 1st day of January 2018 to the 30th day of September 2019 are as follows:

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Related Amount (THB Pricing Policy Relationship Opinion/Reasonableness Companies million) For the For the year Period of ending 1 Jan- on Sept 18 30 Sept 19 Kasikorn bank Public Company Limited Fund 6.50 0.11 specified in the Fund ordinary business Supervisor contract/Prospectus Supervisor operation Fee Interest 1.67 0.02 general rates of Fund In accordance with income interests for Supervisor general rates of interests deposits for deposits Krungthai bank Public Company Limited Investment 185.05 - specified in the Investment In accordance with the Units contract Unit contract Distribution Distributor Fee Interest 0.09 - general rates of In accordance with income interests for general rates of interests deposits for deposits

12.3 Information on the receiving of considerations, due to the Fund’s use of services provided by other parties (Soft/Hard dollar)

Conditions and rules on receiving considerations

The Management Companies may receive considerations for the Fund from the party, which is a service provider, for the use of such party’s services in the management of the Fund by means of Soft/hard dollar in accordance with the following rules:

(1) the received considerations must be assets with economic value and directly relateto the role of being a fund pursuant to securities and exchange law; and

(2) there must be no behaviour indicating churning where the Management Companies’ frequently and unnecessarily uses the services provided by the said party for benefit of the Fund;

In the allocation of the considerations to the Fund under the management of the Management Companies, the Management Companies must fairly perform and take into consideration the nature and class of the Fund’s securities that may be available;

(3) there must be no conflict of interest with the benefit of the Fund;

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(4) other rules in the Notification of the Office, currently in force and as amended in the future.

In addition, the Management Companies cannot receive soft /hard dollar for the Management Companies’ interest because it is prohibited under the law and professionally unethical unless it is the customary considerations provided by the service provider to the Management Companies or the Management Companies’ employees during festive periods, in accordance with the practice guideline internally announced by the Management Companies. Clients may request to examine this guideline at the Management Companies’ website.

The Fund has not received soft/hard dollar in 2019.

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PART 4

FINANCIAL RESULT AND POSITION

13. Material Financial Information

13.1. Financial Statements

TFFIF’s Financial Statements as ended on the 30th day of September 2019.

The Independent Auditor for TFFIF’s Financial Statement for the financial period ending on the 30th day of September 2019 is Suchada Tantioran, Certified Public Accountant Registration No. 7138 of EY Office Limited. The summary of Independent Auditor Report is as follows:

Having conducted the audit for TFFIF’s Financial Statement, the Independent Auditor is of the opinion that the Financial Statements on the 30th day of September 2019 present fairly, in all material respects, the financial position of Thailand Future Fund, its financial performance, change in net assets, cash flow and significant financial information for the period from the 1st day of January 2018 to the 30th day of September 2019 in accordance with Thai Financial Reporting Standard.

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Schedule Summarising the Financial Statements of the TFFIF is as shown below:

Thailand Future Fund

Balance Sheet

As at 30 September 2019

Unit : THB 30 September 30 September 31 September 2019 2018 2017 Assets

Investment in the Revenue Transfer Agreement 53,166,000,000 - - at fair value Investment in securities at fair value 482,802,910 879,680,499 998,221,837 Cash at bank 54,182,360 118,990,181 2,371,521 Account receivable from Revenue Transfer 26,207,012 - - Agreement Interest receivable 192,358 2,299,123 284,057 Prepaid expenses 5,406,529 115,970 - Deferred units issuance costs 611,077,326 149,408,757 22,455,500 Total assets 54,345,868,495 1,150,494,530 1,023,332,915 Liabilities Account payable and accrued expenses 14,718,653 128,536,905 9,376,690 Total Liabilities 14,718,653 128,536,905 9,376,690 Net assets 54,331,149,842 1,021,957,625 1,013,956,225 Net assets Fund registered 4,570,000,000 Investment Units of THB 9.9569 per unit 45,503,033,000 1,000,000,000 1,000,000,000 Capital from Unitholder 45,503,033,000 1,000,000,000 1,000,000,000 Retained earnings 8,828,116,842 21,957,625 13,956,225 Total net assets 54,331,149,842 1,021,957,625 1,013,956,225 Net assets : 11.8886 10.2195 10.1395 Number of units issued at the end of period 4,570,000,000 100,000,000 100,000,000 (units)

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Thailand Future Fund

Statement of income

For the year For the For the year ended 30 period from 1 ended 31 September 2019 January 2018 December Unit : THB to 30 2017 September 2018 Investment income Income from the Revenue Transfer Agreement 2,04,0182,008 - - Interest income 11,822,228 10,278,708 14,286,496 Total income 2,054,004,236 10,278,708 14,286,496 Expenses Management fee 36,985,557 149,658 198,530 Fund Supervisor fee 6,495,598 105,963 94,308 Registrar fee 5,585,458 344,130 460,100 Professional fee 2,248,305 661,718 865,056 Amortisation of deferred units issuance costs 271,321,568 - - Other expenses 31,172,076 228,508 7,441 Total expenses 353,808,562 1,489,977 1,625,435 Net investment income 1,700,195,674 8,788,731 12,661,034

Net realised gain (loss) from investments (1,958,927) 72,389 22,914 Net unrealised gain (loss) from investments 8,355,983,344 (859,720) 284,523 Total net gain (loss) on investments 8,354,024,417 (787,331) 307,437 Increases in net assets resulting from operations 10,054,220,091 8,001,400 12,968,471

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Thailand Future Fund

Statement of cash flows

For the year For the period from For the year ended 30 1 January 2018 to ended 31 September 2019 30 September 2018 December 2017 Unit : THB Cash flows from operating activities Increase in net assets resulting from 10,054,220,091 8,001,400 12,968,471 operations Adjustments to reconcile the increase in net assets from operations to net case from (used in) operating activities Acquisition of investment in the Revenue (44,811,000,000) - - Transfer Agreement Purchases of investments in securities (2,434,620,484) (1,486,288,026) (2,350,630,255) Sales of investments in securities 2,836,583,571 1,611,905,453 2,263,539,063 Net purchases and sales of investment in 401,963,087 125,617,427 (87,091,192) securities Increase in the accounts receivable from (26,207,012) - - the Revenue Transfer Agreement Decrease (increase) in interest receivables 2,106,765 (2,015,066) (246,867) Increase in prepaid expense (5,290,559) (115,970) - Amortisation of (increase in) deferred 271,321,568 (119,134,020) (1,109,000) units issuance costs Increase (decrease) in accounts payable 14,132,567 119,160,215 (12,261,055) and accrued expenses Amortisation of discounts on investments (6,061,080) (7,863,420) (13,856,871) Net realised (gain) loss on investment 1,958,927 (72,389) (22,914) Net unrealised (gain) loss on investment (8,355,983,344) 859,720 (284,523) Net cash from (used in) operating (42,458,838,990) 124,437,897 (101,903,951) activities Cash flows from financing activities Proceed from paid-in capital from 44,700,000,000 - - unitholders Cash paid for units issuance costs (860,940,957) (7,819,237) - Payment of Capital Reduction (196,967,000) - - Distribution of Income to unitholders (1,248,060,874) - - Net cash from (used in) financing 42,394,031,169 (7,819,237) - activities Net increase (decrease) in cash at bank (64,807,821) 116,618,660 (101,903,951) Cash at bank at the beginning of period 118,990,181 2,371,521 104,275,472 Cash at bank at the end of period 54,182,360 118,990,181 2,371,521

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Thailand Future Fund

Significant financial information

For the year For the period For the year ended 30 from 1 January ended 31 September 2019 2018 to 30 December 2017 Unit : THB September 2018 Operating performance (per unit) Net asset value at the beginning of period 10.2195 10.1395 10.0098 Add: Increase in capital from unitholders - - - Less: Decrease of net asset value per unit from (0.2147) - - increases of capital from unitholders Payment of capital reduction (0.0431) - - Distribution of income to unitholders (0.2731) - - Income from investment operations Net investment income 0.3720 0.0879 0.1266 Net realised gain (loss) from investment (0.0004) 0.0007 0.0002 Net unrealised gain (loss) from investment 1.8284 (0.0086) 0.0029 Total income from investment operations 2.2000 0.0800 0.1297 Net asset value at the end of period 11.8886 10.2195 10.1395

Ratio of increase in net assets from operations to 23.04% 0.79% 1.29% average net assets during the period (%)

Significant financial ratios and additional information Net assets at the end of period 54,331,149,842 1,021,957,625 1,013,956,225 Ratio of total expenses to average net assets during 0.16% the period (%) 0.81% 0.15% Ratio of total investment income to average net assets during the period (%) 4.71% 1.01% 1.42% Ratio of weighted average investment purchases and sales during the period to average net assets 101.89% 304.21% 457.81% during the period (%)* Average net assets during the period 43,632,081,271 1,018,452,623 1,007,878,125

* Investment purchases and sales exclude cash at bank and investment in promissory notes, and must be real purchases or sales of investments which exclude purchases under resale agreements or sales under repurchase agreements.

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14. Management Companies’ Discussion and Analysis

14.1. Analysis of 2019 Operations

Thailand Future Fund is a mutual close-ended infrastructure fund. TFFIF was established with an objective to invest mainly in Infrastructure Businesses that have the potential to create returns. The Fund is approved for registration of capital increase on the 26th day of October 2018 with THB 45,700,000,000 registered capital after capital increase. The initial infrastructure assets which TFFIF invests in comprises of the right to the Transfer Revenue derived from existing routes of the Initial Expressways which equals 45.0% actually collected from the motorists for the use of the Chalong Rat Expressway and the Burapha Withi Expressway for a 30-year period, in accordance with the criteria of the SEC and other relevant laws. The Investment Units are listed and trading commenced on the SET on the 31st day of October 2018 under the abbreviated name of TFFIF.

On the 28th day of August 2018, TFFIF received an approval from the Ministry of Finance, in its capacity as the sole unitholder of the Fund on that date, to change its fiscal year end date from 31 December to 30 September. The first reporting period after the change was the period from 1 January 2018 to 30 September 2018. Therefore, the financial statements of the comparative period which ended 30 September 2018 were prepared for the nine-month period from 1 January 2018 to 30 September 2018.

14.1.1. TFFIF’s Financial Result and Position

TFFIF’s Financial Result

For the year ended 30 September For the period from 1 For the year ended 31 2019 January 2018 to 30 December 2017 September 2018 THB Per THB Per THB Per centage centage centage Investment income Income from the Revenue Transfer 2,042,182,008 99.42% - - - - Agreement Interest income 11,822,228 0.58% 10,278,708 100% 14,286,469 100% Total income 2,054,004,236 100% 10,278,708 100% 14,286,469 100% Expenses Management fee 36,985,557 1.80% 149,685 1.46% 198,530 1.39% Fund Supervisor fee 6,495,598 0.32% 105,963 1.03% 94,308 0.66% Registrar fee 5,585,458 0.27% 344,130 3.35% 460,100 3.22% Professional fee 2,248,305 0.11% 661,718 6.44% 865,056 6.06% Amortisation of deferred units 271,321,568 13.21% - - - - issuance costs Other expenses 31,172,076 1.52% 228,508 2.22% 7,441 0.05% Total expenses 353,808,562 17.23% 1,489,977 14.50% 1,625,435 11.38% Net investment income 1,700,195,674 82.77% 8,788,731 85.50% 12,661,034 88.62% Net gain (loss) from investments (1,958,927) (0.10%) 72,389 0.70% 22,914 0.16% Net unrealised gain (loss) from 8,355,983,344 406.81% (859,720) (8.36%) 284,523 1.99% investments Total net gain (loss) on investments 8,354,024,417 406.72% (787,331) (7.66%) 307,437 2.15% Increase in net assets resulting from 10,054,220,091 489.49% 8,001,400 77.84% 12,968,471 90.77% operations

Regarding TFFIF’s operating results for 2019, for the period from the 1st day of October 2018 to the 30th day of September 2019, the total income of TFFIF is THB 2,054 million – an increase of THB 2,043.73 million when compared to 2018. This is because TFFIF invested in Infrastructure Assets, which

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are the Revenue Transfer Agreement, on the 29th day of October 2018. In addition, as a result of the change in its fiscal year end date from 31 December to 30 September, the operation period in 2018 amounted to nine months. The total income in 2019 consisted of the income from the investment in the Revenue Transfer Agreement amounting to THB 2,042.18 million or 99.42% of the total income and the interest income from investment in debt instruments amounting to THB 11.82 million or 0.58% of the total income.

In 2019, TFFIF’s total expenses amount to THB 353.81 million or 17.23% of the total income – an increase when compared to 2018 (for the period from the 1st day of January to the 30th day of September 2018). TFFIF’s total expenses amount to THB 1.49 million or 14.50% of the total income. The increase in the expenses when compared to the total income in 2019 results from the increase in TFFIF’s expenses after its investment in Infrastructure Assets which are the Revenue Transfer Agreement and the change in fiscal year end date from 31 December to 30 September, causing the operation period in 2018 to be nine months.

In 2019, TFFIF’s net investment income amounts to THB 1,700.20 million or 82.77% of the total income – an increase of THB 1,691.41 million when compared to 2018 (for the period from the 1st day of January to the 30th day of September 2018) in which TFFIF’s net investment income amounts to THB 8.79 million because the income from the investment in the Revenue Transfer Agreement occurred in the 2019 period.

On the 30th day of September 2019, an independent appraiser, using the Income Approach, conducted an appraisal on the fair value of TFFIF’s investment in the Revenue Transfer Agreement. TFFIF adjusted the fair value of its investment to a new fair price valued at THB 53,166 million, resulting in unrealised gain from such appraisal amounting to THB 8,355.98 million and causing an increase in the net assets resulting from operations in 2019 amounting to THB 10,054.22 million.

TFFIF’s Financial Position

As of the 30th day of September 2019, TFFIF’s total assets amount to THB 54,345.87 million, an increase of THB 53,195.37 million compared to the 30th day of September 2018 in which TFFIF’s total assets amount to THB 1,150.49 million. The majority of TFFIF’s assets are the investment in the Revenue Transfer Agreement which has the fair value amounting to THB 53,166 million, or 97.83 % of the total assets, and investment in securities, which is an investment in the Bank of Thailand’s bond to provide liquidity to TFFIF, with fair value amounting to THB 482.80 million, or 0.89% of the total assets.

As of the 30th day of September 2019, TFFIF’s total liabilities amount to THB 14.72 million – a decrease of THB 113.82 million compared to the 30th day of September 2018 in which TFFIF’s total liabilities amount to THB 128.54 million as a result of the preparation for the issuance and offering of Investment Units for Capital Increase. Most liabilities consist of account payable and accrued expenses.

As of the 30th day of September 2019, TFFIF’s net asset value amount to THB 54,331.15 million, or calculated as NAV per Unit at THB 11.886 per Unit. TFFIF has accumulated gain on such day amounting to THB 8,828.17 million.

14.1.2. Operations of TFFIF and factors which may have an effect in the future

(1) Overview of the Operations

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TFFIF was established with an objective to invest in Infrastructure Asset. TFFIF was established and registered on the 24th day of November 2016. TFFIF raised funds from the public and general investor with the main objective to use the proceeds to invest in the infrastructure business. TFFIF completed its Initial Public Offering in October 2018 and registered its Capital Increase with the Office of the SEC and the SET on the 26th day of October 2018 with its Registered Capital after the Capital Increase amounting to THB 45,700 million. The Investment Units were listed on the SET and trading commenced on the 31st day of October 2018 under the abbreviation TFFIF.

The initial infrastructure assets which TFFIF invests in, on the 29th day of October 2018, comprise the right to the Transfer Revenue equaling 45.0% of tolls actually collected from the motorists for the use of the Chalong Rat Expressway and the Burapha Withi Expressway, after a reduction by an amount equal to the VAT but no less than 10% of the tolls, for a 30-year period from the date that the contract came into effect. TFFIF has paid THB 44,811 million for the Revenue Transfer on the 29th day of October 2018 and the contract came into effect on the same date.

(2) Profitability

In 2019, almost all of TFFIF’s income comes from the investment income from the Revenue Transfer Agreement amounting to THB 2,042.18 million, causing TFFIF’s income and average net asset value ratio from the investment to be 4.71 % and the total expenses to net asset value ratio to equal 0.81%. In 2019, TFFIF has net gain from investment amounting to THB 8,354.02 million, causing the increase in TFFIF’s net asset to interim net asset value at 23.04%.

(3) Asset management ability

TFFIF’s net assets as of the 30th day of September 2019 amount to THB 54,345.87 million – an increase, from 2018, of THB 53,195.37 million, or 4,623.70% (total assets as of the 30th day of September 2018 amount to THB 1,021.96 million). This is because in 2019, TFFIF invested in the Revenue Transfer Agreement and has an income under the Revenue Transfer Agreement, resulting in TFFIF having income from net investment equaling THB 1,700.20 million – an increase, from 2018, of THB 1,691.41 million or 193.45%

As of the 30th day of September 2019, TFFIF has investment at fair value amounting to THB 53,166.00 million. The fair value of investment in the Revenue Transfer Agreement was appraised by an independent appraisal who is a juristic person with experience, knowledge and expertise in the appraisal of infrastructure assets. TFFIF will arrange for an appraisal for its annual report every year or when there is a change which may materially affect the value of such investment and the change in the fair value of the investment in the Revenue Transfer Agreement shall be acknowledged as unrealised loss or gain on the balance sheet.

(4) Debt repayment ability

In the recent financial period, there has been no loan by TFFIF.

(5) Liquidity and sufficiency of capital

Source and spending of capital

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In 2019, TFFIF conducted the Initial Public Offering of its Investment Units at an Offering Price of THB 10.00 per Unit and received cash from the Offering of Investment Units from the Unitholders amounting to THB 44,700.00 million. TFFIF used the proceeds of the initial public offering, together with its initial capital of THB 1,000.00 million to pay for the transfer of rights under the Revenue Transfer Agreement to EXAT, amounting to THB 44,811.00 million. The remainder was paid for the expenses in the issuance and offering of the Investment Units amounting to THB 860.94 million and invested in securities, which are the Bank of Thailand’s bonds, to provide liquidity to TFFIF.

As of the 30th day of September 2019, TFFIF has cash and cash at bank amounting to THB 54.18 million.

(6) TFFIF’s Distribution Payment

In 2019, TFFIF’s net investment income is THB 1,700.20 million. TFFIF has paid distribution to the Unitholders in the forms of dividend payment and return of capital from Capital Reduction in the event where TFFIF has excess liquidity. Details are as follows:

Distribution of Dividends

TFFIF announced 4 payments of dividends from the 2019 operating results, totaling THB 0.3926 per Unit, amounted to the total of THB 1,794.18 million. The details are as follows:

No. Performance Period Dividend (THB) Book Dividend Amount Per Unit Closing Payment Date Date 1 1 Oct 18 – 31 Dec 18 340,008,000 0.0744 1 Mar 19 15 Mar 19 2 1 Jan 19 – 31 Mar 19 468,425,000 0.1025 31 May 19 14 Jun 19 3 1 Apr 19 – 30 Jun 19 439,634,000 0.0962 29 Aug 19 16 Sept 19 4 1 Jul 19 – 30 Sept 19 546,115,000 0.1195 2 Dec 19 19 Dec 19

Return of Capital by Capital Reduction

For 2019, TFFIF announced three Capital Reductions through the reduction of the value of its Investment Units, totaling THB 0.0431 per Unit, amounting to a total of THB 196.97 million without change in the number of registered capital in order to reduce excess liquidity since TFFIF has excess cash from the amortisation of deferred units issuance costs (which cannot be paid out as dividends to the Unitholders). No. Performance Period Dividend (THB) Book Dividend Amount Per Unit Closing Payment Date Date 1 1 Oct 18 – 31 Dec 18 40,673,000 0.0089 1 Mar 19 15 Mar 19 2 1 Jan 19 – 31 Mar 19 72,206,000 0.0158 31 May 19 14 Jun 19 3 1 Apr 19 – 30 Jun 19 84,088,000 0.0184 29 Aug 19 16 Sept 19

14.2. Future Factors or Events that may Affect TFFIF

The traffic volume of the Initial Expressway may change, depending on various factors.

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The right to the Transfer Revenue will be TFFIF’s only source of income and cash flows from Infrastructure Assets. The amount of Transfer Revenue collected is largely attributable to traffic volume on and the corresponding toll revenue collected from the Initial Expressways by EXAT. Accordingly, any factor reducing traffic volume and, therefore, toll revenue from the Initial Expressways could have a material adverse effect on the Transfer Revenue collected by EXAT in the future and, in turn, TFFIF’s operations, financial results and position and future prospects.

Factors which influence traffic volume, many of which are beyond the control of EXAT, TFFIF and the Management Companies, include, without limitation:

1. the level of commercial, industrial and residential development in areas served by, and located in the proximity of, the Initial Expressways; 2. population growth and growth in the number of people of driving age in Thailand; 3. the general prevalence of automobile ownership in Thailand; 4. fuel prices; 5. levels of traffic congestion, including on other alternative roads; 6. changes in Government policies and regulations; 7. general economic conditions in Thailand; 8. changes in taxation; 9. the occurrence of natural disasters, such as flooding and earthquakes; 10. any political protest or rallies and terrorist threats; 11. toll rates; and 12. the availability, quality and proximity of the Initial Expressways and their connections to other road networks compared to alternative roads and other competing modes of transportation, especially rail transport systems or any future alternative modes of transportation.

Future adjustment of toll rates of the Initial Expressway

Future income that the TFFIF will receive Under the Revenue Transfer Agreement depends on the toll rates of the Initial Expressway which, in turn, depend on factors beyond EXAT’s control. Calculations for the purpose of adjustments to toll rates of the Initial Expressways are based on a formula provided under the Revenue Transfer Agreement which takes into account the CPI for Bangkok and its vicinity, announced by the Ministry of Commerce. Thus, if there is no adjustment to the toll rates, or that the adjustment cannot be done to the full amount as calculated, or there is a delay in the adjustment of the toll rates coming to effect, future income that the TFFIF will receive Under the Revenue Transfer Agreement, as well as the TFFIF’s financial results and position, will be affected.

15. Fund Supervisor’s Opinion

Kasikorn bank Public Company Limited, as the Fund Supervisor for Thailand Future Fund, is of the opinion that for the period from the 1st day of October 2018 to the 30th day of September 2019, MFC Asset Management Public Company Limited and Krungthai Asset Management Public Company Limited have reasonably and appropriately carried out their duties in the management of Thailand Future Fund in accordance with the objectives set out under the Fund Scheme and the Securities and Stock Market Act B.E. 2535.

Thailand Future Fund 123 Annual Report 2019

Thailand Future Fund 124