Annual Report 2020 Annual Report 2020 (Form 56-REIT2)

Annual Report

For the financial year ended 30 September 2020

Thailand Future Fund (TFFIF)

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

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

Thailand Future Fund 1

Annual Report 2020 (Form 56-REIT2)

TABLE OF CONTENTS PAGE

Part 1 Material Information of TFFIF 3

Part 2 Operations of TFFIF 1. Information of TFFIF 11 2. Policy, Business Overview, and Procurement of Benefits 12 3. Overview of the Industrial Situation 26 4. Risk Factors 47 5. Legal Disputes 60 6. Other Material Information 60 Part 3 Management and Corporate Governance 7. Information on Investment Units, Securities and TFFIF’s issued instrument 61 8. Managerial Structure 66 9. Corporate Governance 93 10. Corporate Social Responsibilities 106 11. Internal Control and Risk Management 109 12. Prevention of Conflict of Interest 110 Part 4 Financial Results and Position 13. Material Financial Information 114 14. Management Companies’ Discussion and Analysis 119 15. Fund Supervisor’s Opinion 123

Schedule 1 Auditor’s Report and Financial Statements Schedule 2 Material Details of the Fund Scheme

Thailand Future Fund 2

Annual Report 2020 (Form 56-REIT2)

Part 1 Material Information of TFFIF (Warning: the main assets of TFFIF have limited life. If there is no capital increase, the value of the main assets of TFFIF will gradually decrease to nil at the expiry of the Revenue Transfer Agreement on 28 October 2048) Fund Name (Thai) กองทุนรวมโครงสร้างพื้นฐานเพื่ออนาคตประเทศไทย Fund Name (English) Thailand Future Fund Abbreviated Name of TFFIF TFFIF Management Companies Krungthai Asset Management Public Company Limited MFC Asset Management Public Company Limited Fund Supervisor Kasikornbank Public Company Limited Auditor EY Office Limited Fund Establishment Date 24 November 2016

Market Cap 45,014,500,000 Closing price on last business day of the year 9.85 Number of units 4,570,000,000

Net Asset Value 53,696,116,367 NAV/Unit 11.7497 Registered Capital 45,700,000,000 Par /Unit 9.9569

Approval date for establishment 24/11/2559 Price/NAV 0.84 times Weighted average remaining life -

Investment Ratio Asset Type 100 % Direct 0 % Indirect Investment via Infrastructure Assets 0% Investment Shareholding Revenue Transfer Agreement 100%

Right to the Transfer Revenue Transfer Revenue for 30 years Agreement 100% 100%

Capital Structure of TFFIF

Total Assets 53,708,434,414 Retained earnings/loss 8,193,083,367 Revenue Structure

Total Liabilities 12,318,047 Borrowings ratio - Interest

Capital from 45,503,033,000 Credit Rating -N/A- Income Unitholders 0.43%

Major Unitholders (Book Closure as of 31 August 2020)

Unitholders’ Names No. Units % Ministry of Finance 457,000,000 10.00 Revenue from Investment in Revenue Transfer Agreement, Muang Thai Life Assurance Public Company Limited 182,385,300 3.99 99.57% AIA COMPANY LIMITED-EQDP-D FUND 1 125,158,300 2.74 Krungthai-AXA Life Insurance Public Company Limited 113,398,800 2.48 Mahidol University 110,898,300 2.43 Foreign Limit 49% Current Foreign Holding 5.44%

Thailand Future Fund 3

Annual Report 2020 (Form 56-REIT2)

Major Investments Value According to Main Appraiser Appraisal Approach The right to receive 45 per cent of the net toll revenue collected from the 15 Business Advisory existing two routes of the EXAT expressways for the remaining term of 28 Limited years The Chalongrat Expressway 26,779 The Burapha Withi Expressway 26,128 Total 52,907

Dividend Policy: Historical and cumulative information on TFFIF’s distributions to unitholders THB/ Unit 2017 2018 2019** 2020 Since TFFIF’s Establishment

Dividend distributions at least twice a Dividends - - 0.3926 0.3980 0.7906 year*

Not less than 90% of adjusted net Reductions of - - 0.0431 - 0.0431 profit Paid-in Capital * TFFIF pays dividends quarterly. ** TFFIF invested in the right to the Transfer Revenue since 29 October 2018. Therefore, dividends are made as from 29 October 2018 until 30 September 2019

Projected short-term distributions rate for the financial year from 1 Oct 2018 to 30 Sept 2019

If TFFIF’s capital raising does not exceed THB 41,000 - 45,700 million Based on projections reviewed by an auditor2

Dividend yield from normal operations 4.02 – 4.49 per cent Dividend from support of distributions/1 - Capital decrease 0.73-0.81 per cent Total distributions to unitholders 4.75 – 5.30 per cent / 1no support for distributions /2 As disclosed in the prospectus for the offering of Thailand Future Fund Projected long-term return of TFFIF ** Based on offering price Material assumptions used in IRR calculation at investment THB 10 /unit** Expected IRR price - Cash flow calculated from appraisal report as of 30/09/2020 Excluding support for 7.50 % distributions - Expenses at the level of TFFIF based on the agreement (% Average 2.35%* Including support for N/A per total revenue) distribution* - Borrowing ratio (if any) N/A - Assumption of interest rate for loans (if any) N/A *Average 30-year expenses at the level of TFFIF based on the Revenue Transfer Agreement

Remark: These projections are prepared for inclusion as part of this report based on future scenarios which may not necessarily materialise. Therefore, users of the data must exercise careful caution in assessing TFFIF’s operating results. These projections may not be suitable for other circumstances. Actual outcomes may materially differ from the projections because other expected incidents do not materialise. Management Companies cannot assure that the projections could be feasible. The auditor has not reviewed these projections.

Thailand Future Fund 4

Annual Report 2020 (Form 56-REIT2)

Details of Parties to the Revenue Transfer Agreement EXAT is a state enterprise under the Ministry of Transport and the Expressway Authority of Thailand Act. EXAT currently operates eight

expressways with a total distance of 224.6 EXAT operations and revenue sharing kilometres including three expressway links. payable to TFFIF Infrastructure assets of TFFIF include the right to 45 per cent of the Net Toll Revenue collected from the two existing routes of the Initial 4,538 4,722 Expressways comprising the Chalong Rat Expressway and the Burapha Withi Expressway 2,042 1,909

for a 30-year period from the Transfer Date in 29 Oct 18 -30 Sept 19 1 Oct 19 - 30 Sept 20 accordance with the terms and conditions of the Revenue Transfer Agreement (on 29 October Revenue Sharing of the Fund Total Revenue of Parties

2018) EXAT operates day-to-day management In THB million of the expressways in accordance with the law.

Operating Results Revenue from Investment Average Daily Traffic (Car) Profit (Loss) from Investment (THB million) (THB million) 300,000 2,000 10,000 1,500 200,000 8,000 1,000 6,000 100,000 500 4,000 2,000 0 0 0 2017 2018 2019 2020 2017 2018 2019 2020 2017 2018 2019 2020 Chalong Rat Burapha Withi Chalong Rat Burapha Withi

Remark: TFFIF’s first investment was on 29 October 2018.

Important Financials 2018 2019 2020 Revenue (M.THB) - 2,042.18 1,909.03 Other Income (M.THB) 10.28 11.82 8.18 Subsidies (M.THB) - - - EBITDA (M.THB) 8.86 1,969.56 1,820.41 Net Profit (M.THB) 8.00 10,054.22 1,266.54 EPU (THB) 0.08 2.20 0.27 DPU (THB) - 0.3926 0.3980 Capital Reduction (M.THB) - 196.97 - Debt/Net Asset Value (Times) - - -

Thailand Future Fund 5

Annual Report 2020 (Form 56-REIT2)

Important Financials 2018 2019 2020 Interest Cost (%) - - - Operating Cash Flow 124.44 (42,458.84) 1,938.16 Investing Cash Flow - - - Financing Cash Flow (7.82) 42,394.03 (1,901.57) Net Cash Flow 116.62 (64.81) 36.60 NAV (THB) 1,021.96 54,331.15 53,696.12 P/NAV (Times) Na. 1.09 0.84 Dividend Yield (%) with support of distributions - - - Dividend Yield (%) without support of distributions* - 3.27% 4.04% Market Cap (M.THB) - 59,410.00 45,014.50 Closing Price (M.THB) - 13.00 9.85 *Annualised based on market price as of year end

Management Discussion and Analysis of Operations and Financial Positions Summary of Borrowing For 2020, TFFIF’s net investment income is THB 1,525 million or 79.56 per cent of the N/A total revenue or 6.67 per cent decrease from 2019. The decrease is due to the decrease in income from investment in the Revenue Transfer Agreement, which is in turn caused by the impact of the COVID-19 pandemic and the government’s lockdown measures including the government’s policy to exempt toll collection for the Burapha Withi expressway for the public during substitution holidays for the 2020 New Year and Songkran. As of 30 September 2020, TFFIF had fair value of its investments in the Revenue Transfer Agreement assessed by an independent appraiser who readjusted the fair value to THB 52,907 million. This resulted in unrealised loss of THB 259 million and an increase in net assets from 2019 operation of THB 1,267 million. As of 30 September 2020, TFFIF’s net asset is THB 53,696 million or a net asset value/ unit of THB 11.7497 per unit. TFFIF’s retained earnings are THB 8,193 million. Type of Most Recent Auditor’s Report Unqualified Other

Thailand Future Fund 6

Annual Report 2020 (Form 56-REIT2)

Fees collected from TFFIF for 2020 Total fees and expenses Actual Collection % of Net Investment (THB in million) Income for 2020 Management Fee 46.35 3.03 Fund Supervisor Fee 7.53 0.49 Registrar Fee 4.61 0.30 Financial Advisor’s Fee -N/A- -N/A- Underwriting Fee Property Management Fee -N/A- -N/A- Asset Maintenance Expenses -N/A- -N/A- Property Management Expenses -N/A- -N/A- Insurance premium 21.68 1.42 Advertisement and Public Relation Expenses 0.15 0.01 Any other expenses that are more than 0.01 per 294.67/3 19.33 cent of NAV Other expenses 17.01/4 1.12 /3 Amortisation of deferred units issuance costs /4 Auditor’s fees, appraisal fees, costs of uniholders’ meetings, costs of book closure, and others Summary of Key Risk Factors

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

1.1. TFFIF is a newly established entity to invest in the right to the Transfer Revenue under the Revenue Transfer Agreement which is the only Infrastructure Assets in its initial investment apart from its investments in financial instruments under the securities laws.

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.

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.

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.

Thailand Future Fund 7

Annual Report 2020 (Form 56-REIT2)

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 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 TFFIF Supervisor are limited.

1.14. 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.

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.

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.

Thailand Future Fund 8

Annual Report 2020 (Form 56-REIT2)

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’ behaviour 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.

2.10. If the government or EXAT (in its compliance with the government’s policies or orders) changes toll collection systems for the Initial Expressways, there may be certain impacts relating to the Revenue Transfer Agreement with respect to toll collection.

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.

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.

Thailand Future Fund 9

Annual Report 2020 (Form 56-REIT2)

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.

Initial Information Management Companies Krung Thai Asset Management Plc.

1, Empire Tower, 32nd Floor, South Sathorn Road, Yannawa Sub-District, Sathorn District, Bangkok 10120 Tel: 0-2686-6100 Fax: 0-2670-0430 www.ktam.co.th MFC Asset Management Plc.

199 Column Tower, G and 21st – 23rd Floor, Ratchadapisek Road, Klongtoey Sub-District, Klongtowy District, Bangkok 10110 Tel: 0-2649-2000 Fax: 0-2649-2100 www.mfcfund.com Fund Supervisor Kasikornbank Public Company Limited

Head Office, Kasikornbank Building, 19th Floor, 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 www.kasikornbank.com

Thailand Future Fund 10

Annual Report 2020 (Form 56-REIT2)

Part 2 Operations of TFFIF

1. Information of TFFIF

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 invested in the initial Infrastructure Assets comprising of the Transfer Revenue of 45.0% of the Net Toll Revenue actually collected from motorists for the use of the Chalong Rat Expressway and the Burapha Withi Expressway for a 30-year period. On the 31st day of October 2018 TFFIF was listed and started trading on the SET.

Fund Supervisor Kasikornbank Public Company Limited

Thailand Future Fund 11

Annual Report 2020 (Form 56-REIT2)

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

Thailand Future Fund 12

Annual Report 2020 (Form 56-REIT2)

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 two 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 TFFIFraising 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 finalising the terms of the Revenue Transfer Agreement including, other relevant details, and that the Government must hold units in TFFIF at an appropriate level to provide assurance to investors as to its unitholding stability.

Thailand Future Fund 13

Annual Report 2020 (Form 56-REIT2)

Therefore, considering 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 intended Infrastructure Business Assets, 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 may 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) 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.

"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 clearly specified in the

Thailand Future Fund 14

Annual Report 2020 (Form 56-REIT2)

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).

If 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, the Management Companies are deemed to have obtained approval from unitholders and such is not 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 the interim distributions at that time and to bring the 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 this 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;

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

Thailand Future Fund 15

Annual Report 2020 (Form 56-REIT2)

(c) sending a notice to the Unitholders whose names appears in the registrar book as at the date of registrar book closure, TFFIF 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 must 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 Assets of the TFFIF under the Fund Scheme were registered 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 submitted 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 received the draft Prospectus and details of the Fund Scheme as further amended and the cooling period starts to run for the distribution of information on the Prospectus for the offering of the

Thailand Future Fund 16

Annual Report 2020 (Form 56-REIT2)

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 approved the capital increase for the first time on the 5th day of October 2018.

26 October 2018 Office of the SEC approved 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 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 for a 30-year period.

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

Thailand Future Fund 17

Annual Report 2020 (Form 56-REIT2)

2.3 Managerial Structure

2.3.1 TFFIF 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 must 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 under the Revenue Transfer Agreement with respect to the Chalong Rat Expressway and the Burapha Withi Expressway. Management Companies of TFFIF include Krunthai Asset Management Company Public Company Limited and MFC Asset Management Company. Fund Supervisor is Kasikornbank Public Company Limited. EXAT remains the owner and is responsible for the management of the asset.

2.3.2 TFFIF Management

TFFIF is managed under the Fund Scheme the details of which are provided in Attachment 2. Unitholders may request for a copy of the Fund Scheme from the Management Companies or may review it in the prospectus of Thailand Future Fund which is available on the Management Companies’ websites at www.mfcfund.com and www.ktam.co.th or on the Office of the SEC’s website at www.sec.or.th.

Thailand Future Fund 18

Annual Report 2020 (Form 56-REIT2)

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 2020 are as follows: Types of Assets Assets Value Percentage of (THB million) NAV

Investment in the Revenue Transfer Agreement at fair value 52,907 98.53 Investment in Securities at fair value 377 0.70 Cash at Bank 91 0.17 Account receivable from Revenue Transfer Agreement 12 0.02 Prepaid expenses 5 0.01 Deferred Units issuance costs 316 0.59 Total Assets 54,708 Account payable and accrued expenses (12) (0.02) Total NAV 53,696 100.00

Number of Investment Units (Unit) 4,570,000,000 Value per Investment Unit (THB) 11.7497

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 the Chalongrat Expressway and the Burapha Withi Expressway. EXAT will be responsible for the day-to-day management of the Initial Expressways, under the relevant laws and the terms of the Revenue Transfer Agreement. Under 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. 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.

Thailand Future Fund 19

Annual Report 2020 (Form 56-REIT2)

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. 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 the Chalong Rat Expressway and the Burapha Withi Expressway for a 30-year period from the Transfer Date under 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.

2. Date of Investment in the Assets: 29 October 2018

3. Price of Initial Investment: THB 45,700,000,000

4. Date of Appraisal: 30 September 2020

5. Appraiser: 15 Business Advisory Limited

6. 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 28 years from the 1st day of October 2020 until the 30th day of September 2048.

Thailand Future Fund 20

Annual Report 2020 (Form 56-REIT2)

7. Assumption used for the Appraisal

Discount Rate 7 %

8. Appraised Asset Value

Value according to the structure of TFFIF under the Revenue Transfer Agreement

Asset Details Appraised Value (THB)

The right to receive Transfer Revenue equaling (1) Chalong Rat 26,779,000,000 45.0% of the Net Toll Revenue collected from Expressway the existing routes of Chalong Rat Expressway and Burapha Withi Expressway for a 28-year (2) Burapha Withi 26,128,000,000 period Expressway

Total 52,907,000,000

2.4.3 Indirect investments via shareholding and voting right

N/A

2.4.4 Details of investment in unfinished projects

TFFIF has not invested in unfinished projects.

2.4.5 Details on the additional investment in Infrastructure Business Assets for the period from the 1st day of October 2019 to the 30th day of September 2020

In the recent financial period, TFFIF has not invested in additional Infrastructure Business.

2.4.6 Details on the distribution of transfer of the Infrastructure Assets for the period from the 1st day of October 2019 to the 30th day of September 2020

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 in which TFFIF will invest 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, under the relevant laws and the terms of the Revenue Transfer Agreement. Under 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. To incentivize EXAT, if EXAT is able to achieve certain target levels of Project Revenue derived from the existing routes of the Initial

Thailand Future Fund 21

Annual Report 2020 (Form 56-REIT2)

Expressways, the share of the Revenue is 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, must 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 must 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, 2019, and 2020, the average daily traffic volume on the Initial Expressways was 388,324 vehicles per day and 402,495 vehicles per day, and 347,269 vehicles per day, respectively.

The COVID-19 pandemic in 2020 has had a worldwide impact on financial market. It also affects both domestic and international travelling which was subject to regulations and measures under the Emergency Decree. EXAT restricted its services for general vehicles on all toll plazas and routes from 10.00pm until 04.00am of the following day starting from the night of 3 April 2020 until 14 June 2020.

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

Thailand Future Fund 22

Annual Report 2020 (Form 56-REIT2)

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.

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 present (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 of this document, 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:

Thailand Future Fund 23

Annual Report 2020 (Form 56-REIT2)

Average Daily Traffic Volume on Chalong Rat Expressway (vehicle per day) Financial Year ending 30th September 2017 2018 2019 2020

Vehicles with four wheels 218,997 228,895 238,238 208,231 Vehicles with six to ten wheels 2,538 2,636 2,720 2,061 Vehicles with more than ten 390 456 483 426 wheels Total 221,925 231,987 241,441 210,718

(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.

Thailand Future Fund 24

Annual Report 2020 (Form 56-REIT2)

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

Unit: vehicle per day 2017 2018 2019 2020 Vehicles with four wheels 139,963 148,451 152,997 130,209 Vehicles with six to ten wheels 6,350 6,623 6,727 5,221 Vehicles with more than ten 1,226 1,263 1,330 1,120 wheels Total 147,539 156,337 161,054 136,550

2.6 Information on any loan of TFFIF on the 30th day of September 2020

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

Thailand Future Fund 25

Annual Report 2020 (Form 56-REIT2)

3. Overview of the Industrial Situation 3. BMR TRANSPORTATION OVERVIEW

3.1 General Context 3.1.1 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.

Figure 1. BMR and the Extended Area 3.1.2 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% (25.6%-19.4%) which suggests a continual in migration of population into this area. In 2010, 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. 3.1.3 The National Population and Housing Census has been regularly updated every 10 years and the latest census is planned to conduct in 2020. However due to the COVID-19 pandemic, the National Statistical Office (NSO) has decided to postpone this due to the concerns over the accuracy of the data collected during the pandemic. 3.1.4 Between 2010 and 2020 the Office of the National Economic and Social Development Council (NESDC) projected a continuing trend in population migration towards the BMR up to 28.5 percent of the national in 2020 while the national growth is projected to slow down. It should be noted that this projection is based on the medium total fertility rate assumption which is the most likely case suggested by NESDC.

Thailand Future Fund 26

Annual Report 2020 (Form 56-REIT2)

Table 1. Population Census 2000 CENSUS 2010 CENSUS 2020 NESDC PROJECTION PROVINCE %OF %OF ANNUAL %OF ANNUAL POP. POP. POP. THAILAND THAILAND GROWTH THAILAND GROWTH Bangkok 6,355 10.4% 8,305 12.6% 2.7% 8,999 12.9% 0.8% Samut Prakan 1,028 1.7% 1,829 2.8% 5.9% 2,250 3.2% 2.1% Nonthaburi 817 1.3% 1,334 2.0% 5.0% 1,781 2.6% 2.9% Samut Sakhon 466 0.8% 887 1.3% 6.6% 1,065 2.6% 1.8% Pathum Thani 678 1.1% 1,327 2.0% 7.0% 1,786 1.7% 3.0% Nakhon Pathom 815 1.3% 944 1.4% 1.5% 1,214 1.5% 2.5% Chonburi 1,041 1.7% 1,555 2.4% 4.1% 1,891 2.7% 2.0% Chachoengsao 635 1.0% 716 1.1% 1.2% 858 1.2% 1.8% BMR+Ext 11,835 19.4% 16,897 25.6% 3.6% 19,844 28.5% 1.6% Thailand 60,916 65,982 0.8% 69,509 0.5% Note: Population in thousand unit Source: NSO Population and Housing Census, 2000 and 2010 NESDC Report of the Population Projections for Thailand 2010-2040, August 2019 3.1.5 In 2018, Gross Provincial Product (GPP, in 2002 price) of the BMR and the extended area was about 6,359 billion baht, which accounts for about 60% of the country’s GDP (10,674 billion baht). The combined GPP of this area grows at 5.2% per year between 2017 and 2018 and around 3.9% per year from 2010 to 2018 as shown in Table 2.

Table 2. Recorded Gross Provincial Product ANNUAL PROVINCE 2010 2011 2012 2013 2014 2015 2016 2017 2018 GROWTH Bangkok 2,596,147 2,712,600 2,889,751 3,075,227 3,190,719 3,335,730 3,482,640 3,632,148 3,821,333 4.95% Samut Prakan 561,491 500,986 578,343 540,823 536,442 548,303 551,423 570,511 617,236 1.19% Nonthaburi 147,427 143,443 157,467 171,414 190,419 202,126 211,048 226,895 229,722 5.70% Samut Sakhon 262,941 256,517 258,462 253,837 260,845 258,415 263,530 276,804 285,663 1.04% Pathum Thani 289,071 243,688 234,181 239,811 243,974 252,383 254,382 279,287 287,892 -0.05% Nakhon Pathom 136,376 149,685 172,583 187,975 198,660 210,921 217,842 224,047 230,401 6.77% Chonburi 481,145 487,447 473,288 498,714 513,386 536,434 570,271 582,945 608,249 2.97% Chachoengsao 201,674 206,113 268,047 250,586 247,918 241,145 254,705 250,806 278,982 4.14% BMR+Ext 4,676,273 4,700,480 5,032,122 5,218,387 5,382,364 5,585,456 5,805,840 6,043,442 6,359,477 3.92% Thailand 8,232,394 8,301,559 8,902,823 9,142,076 9,232,086 9,521,416 9,847,916 10,248,357 10,673,742 3.30% Note: Chain Volume Measures, million Baht (Reference year 2002) Source: Gross Regional and Provincial Product Chain Volume Measures 2018 Edition, NESDC 3.1.6 The current COVID pandemic, however, has significantly affected the country’s tourism and product exports industries. Based on the projection by Monetary Policy Committee (MPC) and the International Monetary Fund (IMF) in June 2020, the 2020 GDP growth was estimated to fall in the range of -7.7% (IMF) and -8.1% (MPC) from +2.4% in 2019 and expected to recover to +5.0% in 2021 for both IMF and MPC.

3.2 BMR PASSENGER TRANSPORT SYSTEMS 3.2.1 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.

Thailand Future Fund 27

Annual Report 2020 (Form 56-REIT2)

Road and Toll Road Networks 3.2.2 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 provided along the routes to facilitate U-turn access to the development in the opposite side. 3.2.3 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). 3.2.4 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. 3.2.5 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 Motor Vehicle Fleet 3.2.6 In-use motor vehicle fleet in BMR is about 12.1 million as of October 2020. Private car van & pick up and motorcycle have dominated the vehicle fleet with accounting for approximately 93%

Thailand Future Fund 28

Annual Report 2020 (Form 56-REIT2)

of total vehicles registered in the region. Table 3 shows the vehicle registration in BMR over the last five years.

Table 3. BMR Registered Vehicle Fleet (in thousand unit) ANNUAL % OF 2016 2017 2018 2019 2020 (1) GROWTH SHARING THAILAND 2016-2020 Private Car and Motorcycle Private Car 4,183 4,431 4,699 4,972 5,131 5.2% 42.5% 49% Motorcycle 3,978 4,130 4,298 4,447 4,516 3.2% 37.4% 21% Van & Pick up 1,478 1,520 1,572 1,616 1,631 2.5% 13.5% 24% Public Transport and Paratransit Microbus & Passenger Van 228 231 230 230 236 0.8% 2.0% 55% Urban taxi 91 78 82 82 77 -4.3% 0.6% 95% Motor tricycle Taxi (Tuk Tuk) 15 14 14 14 14 -1.3% 0.1% 63% Public Motorcycle 146 144 143 137 131 -2.7% 1.1% 76% Bus 55 55 57 57 52 -1.4% 0.4% 34% Truck 248 256 262 267 275 2.7% 2.3% 24% Total BMR 10,422 10,860 11,356 11,822 12,062 3.7% 100% 30% Source: Department of Land Transport (DLT) Note: (1) Registered Vehicles as of October 2020

3.2.7 Between 2016 and 2020, total vehicle registrations grew at average 3.7% 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 5 years period were 5.2% and 3.2%, respectively and account for 49% and 21% of respective national registrations. 3.2.8 Total vehicle registration growth rate has decreased to 2.0% between October 2019 and 2020 down from 4.1% observed in the previous year. Private Car and Motorcycle 3.2.9 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. 3.2.10 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 factors to drive the vehicle ownership growth.

Thailand Future Fund 29

Annual Report 2020 (Form 56-REIT2)

Note: Since 2004, the record was deducted those abandoned cars from the registration database 2020 GDP Growth projection by MPC and IMF Sources: DLT, NESDB, NSO, MVA Figure 3. Cumulative Private Car, Motorcycle, Population and GDP growth Trends 3.2.11 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 about 5 million which implies that almost every household in Bangkok owns one car on average. 3.2.12 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. 3.2.13 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. 3.2.14 Figure 4 illustrates trends in the number of new vehicles sales over the period 2000 to January 2020 for Thailand as a whole. The vehicle sales 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.

Thailand Future Fund 30

Annual Report 2020 (Form 56-REIT2)

Source: Automotive Industry Club, The Federation of Thai Industries Figure 4. New Vehicle Sales 3.2.15 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. 3.2.16 The current growth in new vehicle sales is shown to decline as a result of the COVID pandemic impact to the Thai economy. Public Transportation and Paratransit Taxi/Tuktuk 3.2.17 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. 3.2.18 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. 3.2.19 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. Bus Service 3.2.20 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. 3.2.21 As of 2019, the BMTA operate approximately total 3,005 buses in 117 routes directly and a further fleet of 3,302 privately-owned buses, 881 minibuses, 2,039 small buses which provide services in local area (Soi) and 3,619 vans operated under BMTA and the private joint service operations, see Table 4. About 94% of total buses are reported in daily operation.

Thailand Future Fund 31

Annual Report 2020 (Form 56-REIT2)

Table 4. BMR Public Bus Services FARE (BAHT) TYPE OF SERVICE BUSES PERCENTAGE ROUTES SERVICE TIME (2) Regular: 5.00 – 23.00 BMTA buses 3,005 23.24% 117 8 – 25 All night: 23.00 – 5.00 Private joint buses 3,302 25.53% 94 5.00 – 23.00 9 – 26 Minibus (1) 881 6.81% 41(1) 5.00 – 23.00 10 Shuttles in Sois 2,039 15.77% 98 5.00 – 21.00 8 – 11 Air-conditioned Van 3,619 27.98% 139 6.00 – 22.00 15 – 62 Suvarnabhumi Airport Van 86 0.67% 8 4.45 – 23.30 21 – 60 Total 12,932 100% 456 Note: (1) Minibus serving the same route as BMTA buses, not included in total (2) Fare updated as of Oct 2019 Source: 2019 BMTA Annual Report Ferry Service 3.2.22 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. SRT Train Service 3.2.23 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. Bangkok Rail Rapid Transit 3.2.24 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 line and its extension, MRTA blue line and its extension, the purple line and the Airport rail link with total service length of approximately 157 km and 114 stations as shown in Figure 5.

Figure 5 Existing BKK Rail Rapid Transit Systems

Thailand Future Fund 32

Annual Report 2020 (Form 56-REIT2)

3.2.25 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. 3.2.26 An addition of two rail lines extension began operation in late 2019. This includes the MRTA blue line extension from Hua Lumphong to Lak Song and Bang Sue to Tha Phra and BTS Sukhumvit Line extension from Mo Chit to Wat Phra Sri Mahathat serving the western and northern suburbs of Bangkok. 3.2.27 Approximately 1.2 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%. 3.2.28 In recent years, the government have continued to place 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.

Figure 6 Bangkok Rail Rapid Transit Master Plan 3.2.29 It should be noted here that additional 6 rail rapid transit lines which include the Green line extension, Red lines, Pink line, Yellow line, Orange line and the Gold line are currently under construction or trial runs for commercial operation. By 2023, approximately 165km and 110 stations will be added to the current network. BMR Transport Demand 3.2.30 Figure 7 illustrates trends in the growth index of main transportation modes in Bangkok from passenger statistic or other indicators i.e. car registration, etc. used as indicative benchmark for transport demand trends in Greater Bangkok.

Thailand Future Fund 33

Annual Report 2020 (Form 56-REIT2)

Note: Car: Registered Private car Public Bus: BMTA ordinary & air-con buses Toll Road: Total BMR Toll road traffic MRT: BTS+MRTA+Airport rail link+ Purple line Source: DLT, EXAT, MRTA, BMTA Figure 7 BMR Transport Modes Growth Trends 3.2.31 Trips made by private car which is the major mode in Bangkok continue to grow after the sharp growth in 2013 from the first-time car buyer program although with lower rates and as a result toll road traffic shows similar trend. For trips made by public transport, rail rapid transit shows a sharp increasing trend since the opening of the first mass transit line in Bangkok although its magnitude is still relatively low compared to trips made by private car. On the other hand, trips made by public bus shows a decreasing trend since 1992 to date, anticipated from a shift to private car or to use mass transit service for faster and more reliable transport mode.

3.3 BANGKOK TOLL ROAD INDUSTRY Current Bangkok Toll Road Situation 3.3.1 The current toll road network has total length of approximately 460km, constitutes of 10 systems, 169 toll plazas, of which 250km (134 toll plaza) is the urban and suburban toll road systems and 208 km (35 toll plazas) is the intercity toll road 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

Thailand Future Fund 34

Annual Report 2020 (Form 56-REIT2)

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

Figure 9. Bangkok Toll Road Development Timeline

3.3.3 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. The latest toll road extension is Motorway M7 from Pattaya to Maptaput in May 2020. 3.3.4 Tolls are typically adjusted based on the concession agreements schedules. Recently, a toll hike of 5-10 Baht for 4-wheel vehicle was implemented for the Don Muang Tollway on December 2019. In addition, the cabinet has approved the collect tolls on SOBRR section between Suksawat to Bang Khun Thian which has been operating free since opening, adding 15-35 baht on this section of the SOBRR in May 2019. 3.3.5 Table 5 summarizes the current BKK toll road systems and their service features.

Thailand Future Fund 35

Annual Report 2020 (Form 56-REIT2)

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 SES D Suburban 25 8.6 SES C+ Suburban EXAT/BEM Distance 35-55 4 32 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 15-55 6 22.5 30 M9 Ring Road DOH/DOH Flat 30-60 8 64 4 Urban/ Tollway DOH/DMT Flat 80-110 6 21 12 Suburban Bangkok Toll Road 250 134 M7 (2) Intercity DOH/DOH Distance 10-105 4-8 153 15 BNBP Intercity EXAT/EXAT Distance 20-110 6 55 20 Intercity Toll Road 208 35 Grand Total 458 169 Note: (1) for 4-wheel vehicle (2) Including Chonburi – Pattaya – Mapthaput Section Source: EXAT, DOH (as of 2020) 3.3.6 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. Toll Road Traffic Performance 3.3.7 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 2019 for both urban/suburban and intercity toll road systems.

Thailand Future Fund 36

Annual Report 2020 (Form 56-REIT2)

Note: SES includes SES Sector A, B, C, C+, D and SOE Source: EXAT, DOH, DMT, MVA Figure 10. Bangkok Toll Road Traffic Performance 3.3.8 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%. 3.3.9 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. 3.3.10 Table 6 summarizes traffic performance of each toll road system from the opening to 2019.

Thailand Future Fund 37

Annual Report 2020 (Form 56-REIT2)

Table 6 Toll Road Traffic Performance TRAFFIC VOLUME (VEH/DAY) OPENIN 2019 GROWT % 6/10+ TOLL ROADS G OPENIN SHARIN H WHEELS YEAR G 2018 2019 G YEAR FES 1982 25,500 372,300 374,000 0.5% 16.9% 3.1% SES A B C D (1) 1993 6,800 705,200 711,200 0.9% 32.2% 1.6% SES C+ 1998 9,100 89,600 92,200 2.9% 4.2% 1.1% SOE 2016 33,700 54,600 62,700 14.8% 2.8% 1.0% RAE (2) 1996 4,100 232,000 241,400 4.1% 10.9% 1.3% SOBRR 2007 122,900 261,700 262,600 0.3% 11.9% 12.6% M9 1999 57,800 308,300 321,000 4.1% 14.5% 22.2% (5) Tollway (3) 1994 ~ 50,000 155,700 144,800 -7.0% 6.6% 3.0 % Total BKK Toll Road 2,179,400 2,209,900 1.4% M7 (4) 1998 20,200 157,600 251,900 4.4% 61.0% 21.4% (5) BNBP 1998 2,800 136,000 161,100 3.1% 39.0% 5.0% Total Intercity Motorway 397,500 413,000 3.9% 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 opened in 2018 (5) 2019 DOH AADT Source: EXAT, DMT, DOH 3.3.11 Key points to note regarding toll traffic performance are as follows: In 2019, approximately 2.21M vehs/day and 413K 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 2018-2019 were 1.4% and 3.9%. For urban and suburban toll road systems, the majority of market share (49%) belongs to the FES and SES, followed by the M9 (15%), SOBRR (12%) as part of the BKK Outer Ring Road, RAE (11%) and Tollway (7%). The SES C+ and SOE have a combined market share of about 7%. The highest annual traffic growth rate is seen at 15% from the SOE system due to its ramp-up process and a good level of service (high reserved capacity). A decline of -7% are observed on the Tollway. The lowest annual growth rates of 0.5%-1% are seen from the urban FES and SES systems expected to reach their saturation levels, whilst the growth rates of RAE and SES C+ vary between 3%-4% 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 during day time. Toll Road Traffic Growth Trend and Its Key Drivers 3.3.12 Trends of toll road traffic, car registration and toll road length are shown in Figure 11.

Thailand Future Fund 38

Annual Report 2020 (Form 56-REIT2)

Source: EXAT, DLT, DOH Figure 11. Trends of Toll Road Traffic and Key Drivers 3.3.13 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 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. 3.3.14 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. 3.3.15 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 statement.

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

Thailand Future Fund 39

Annual Report 2020 (Form 56-REIT2)

Future BMR Toll Road Plan and Intercity Motorway Project 3.3.16 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.

Figure 13. Bangkok Toll Road Plan 3.3.17 In addition, 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. 3.3.18 The list of toll road projects in BMR and its current project status is summarized in Table 7.

Thailand Future Fund 40

Annual Report 2020 (Form 56-REIT2)

Table 7 Future projects Toll Road Projects EXPECT ED DISTAN TOLL ROAD OPENIN CE CURRENT STATUS G (KM) YEAR Urban Toll Road (EXAT) Sirat – Dao Kanong – Western Kanchanaphisek Rd. 2023 19 Under Construction since 2020 Missing Link – Ongoing EIA Study N1 – Ongoing Feasibility Study and N1-2-EW (Missing Link +Third Stage Expressway) 2025 20 negotiation with Kasetsart University N2 – Ongoing EIA study Bang Na-At Narong Expressway (S1) – Bangkok Port 2025 2 Ongoing Feasibility Study Burapha Withi Expressway – Chonburi Bypass 2025 3.5 Ongoing Feasibility Study Chalong Rat – Nakhon Nayok – Saraburi Expressway 2025 78 Ongoing EIA Study Motorway (DOH) Motorway M5 (Rangsit – Chiang Rai) Ongoing PPP Study, Market Sounding on − Phase 1 (Rangsit – Bang Pa-In) 2025 18 26th of August 2020 Motorway M6 (Bang Pa-In – Nong Kai) Under Construction since 2016 by DOH − Phase 1 (Bang Pa-In – Nakhon Ratchasima) 2023 196 O&M Contractor Selected Motorway M7 Extension Ongoing PPP Study, Market Sounding on 2026 18.5 − Srinakarin – Suvarnabhumi Airport 7th of October 2020 Motorway M8 (Nakhon Pathom – Narathiwat) Ongoing Investment Study − Phase 1 (Nakhon Pathom – Cha Am) 2025 109 Motorway M9 (Bang Khun Thian – Bang Pa-In) Ongoing PPP Study,

− Phase 1 (Bang Khun Thian – Bang Bua 38 Market Sounding on 7th of October 2020 2026 Thong) Motorway M81 (Bang Yai – Kanchanaburi) Under Construction since 2017 by DOH

− Phase 1 (Bang Khun Thian – Bang Bua O&M Contractor Selected 2023 96 Thong) First 10 km under construction by DOH Motorway M82 (Thonburi – Pak Tho) 2023 25 Ongoing PPP Study, Market Sounding on − Phase 1 (Thonburi – Ban Phaeo) 7th of November 2019 Source: OTP, DOH, EXAT 3.3.19 It is seen that the Department of Highways has placed emphasis on the following projects with recent market soundings with the private sector in preparation of the PPP bidding process. Motorway M5 Phase 1 Motorway M7 Extension Motorway M9 Phase 1 Motorway M82 Phase 1 3.3.20 Future toll road projects relevant to the toll roads under Thailand Future Fund are described in more detail in the following section.

3.4 DISCUSSION ON TRAFFIC IMPLICATIONS Covid-19 Implications 3.4.1 The Covid-19 has reached Thailand on January 2020 and the first reported local transmission was confirmed on 31 January. The virus outbreak was highlighted by the Centre for Covid-19 Situation Administration (CCSA) on March leading to various protection and subsequent lockdown measures i.e. the declaration of state of emergency on 26 March and national curfew on 3 April. The relaxation of COVID-19 containment measures was progressively

Thailand Future Fund 41

Annual Report 2020 (Form 56-REIT2)

implemented from May 2020 when the infection has been improved to the latest relax phase 6 to allow 4 groups of foreigners to enter Thailand on 22 July 2020. 3.4.2 Figure 14 shows a timeline of various lockdown and relaxation stages highlighted and shaded by approximately the degree of infection.

Source: Centre for Covid-19 Situation Administration (CCSA) Figure 14. Covid-19 Timeline 3.4.3 The Covid-19 containment measures have caused major disruptions to economic activities and as a result to various transportation forms of human mobility i.e. car driving, walking, etc. Figure 15 shows Apple’s weekday driving mobility trends in Bangkok and its vicinity provinces from January 2020 to November 2020 to support this statement. The lowest mobility in Bangkok area is seen during April to May 2020 when the national curfew was imposed. Existing toll roads under the Thailand Future Fund (TFFIF), namely the Chalongrat (RAE) and Burapha Withi (BNBP) have also experienced the same intervention.

Note: Excluding weekend and public holiday, weighted by car registration of each province Source: Apple Mobility, analysed by MVA Figure 15. Apple Mobility Trends

Thailand Future Fund 42

Annual Report 2020 (Form 56-REIT2)

3.4.4 Figure 16 shows weekday toll road traffic growth trends of the RAE and BNBP over the period of January 2019 to September 2020 separated by car (4-wheel) and truck (6-wheel+).

Note: Excluding weekend and public holiday Source: TFFIF, analysed by MVA Figure 16.Weekday RAE and BNBP Traffic Trends 3.4.5 Some key points of interest to note are as follows: Before the outbreak of Covid-19, the RAE truck traffic trend was increasing to about 20% from the beginning of 2019 anticipated partly as a result of the construction of various BKK rail transit projects i.e. the Yellow line, Pink line and the Orange line, etc., whilst the BNBP was almost stable. Truck traffic of both RAE and BNBP show similar decreasing trends from mid-2019 in line with a decrease in import and export activities expected partly as a result of the trade war between the U.S. and China. A noticeable impacts are seen from both RAE and BNBP traffic trends especially from the 2nd week of April 2020, approximately 50% of the pre-Covid, when the national curfew was imposed. A sharp traffic recovery especially car traffic of both RAE and BNBP are seen after the 2nd phase of lockdown relaxation to approximately 90% and 80% of the traffic levels before Covid-19 in September 2020. On the other hand, truck traffic of both RAE and BNBP show lower recovery rates than car traffic as it has close relationship with the global economic, and hence import and export activities that may take longer time to recover.

Thailand Future Fund 43

Annual Report 2020 (Form 56-REIT2)

RAE car traffic is expected from the trends to recover to the level before Covid-19 by mid-2021, whilst BNBP will probably take longer time depending on the recovery of tourism business in the Eastern Economic Corridor (EEC) where this route has served. It should be noted here that the proportions of truck traffic is about 1.5% and 5% of total RAE and BNBP traffic, respectively. 3.4.6 Figure 17 shows implications and recover trends by transportation mode from available data sources. In summary, toll road traffic (RAE and BNBP) shows to receive lower impact and recover faster than public transport mode (MRT blue line). This seems to imply that since the outbreak of Covid-19, commuters consider private vehicle as a safe mode to reduce risks of infection from Covid-19. However, this trend may need to be continually monitored before conclusion be drawn.

Note: Excluding weekend and public holiday, weighted by car registration of each province Source: Apple Mobility, analysed by MVA Figure 17 Covid-19 Implications and Recovery Trends

3.5 Future Toll Road Projects relevant to the TFFIF Toll roads Chalong Rat – Nakhon Nayok – Saraburi Expressway Project 3.5.1 The Chalong Rat – Nakhon Nayok – Saraburi Expressway Project expressway project continues northeast from the existing Chalongrat expressway. The alignment of the expressway passes through Nakhon Nayok province and ends in Kaeng Koi district of Saraburi province with a total length of 102 kilometers. There are 9 planned interchanges providing an access to use this toll road. Figure 18 shows the project alignment and potential catchment to the RAE.

Thailand Future Fund 44

Annual Report 2020 (Form 56-REIT2)

Figure 18. Chalong Rat-Nakhon Nayok-Saraburi Expressway Project 3.5.2 The RAE extension project will open up the north-east areas of BKK especially Hatairat, Lumlukka, Rangsit and Onkaluk areas where considerable developments are currently taking place and active. The current traffic flows of Hathai Rat, Lum Lukka and Rangsit-Nakhon Nayok are about 38,000, 43,000 and 22,000-39,000 vehicle/day, respectively and this traffic will continue to grow in the future. This road is considered as an alternative route to help relieve traffic congestion from the Rangsit-Nakhonnayok road which its expansion is constrained by Khlong Rangsit, apart from to boost tourism economy in Nakhonnayok areas. 3.5.3 From historical traffic data (EXAT, 2020), RAE traffic shows some positive growth of about 15% when the RAE extension from Ramindra to Outer ring road was opened in 2007. Hence, it is expected that the RAE extension will bring more traffic to the RAE and will be a key driver for future RAE traffic and revenue growths. Burapha Withi Expressway – Chon Buri Bypass Extension 3.5.4 The project is a planned 3.5 kilometer extension of the Burapha Withi Expressway to extend the expressway to Chonburi bypass road. The project aims to relieve congestion along this Sukhumvit road where Amata Industrial Estate is located. The expressway runs elevated along the center of Sukhumvit Road before terminating into Chonburi bypass road feeding traffic directly onto Chonburi bypass. An additional on and off ramp is also provided from Ban Kao road. Figure 19 shows the configuration of the expressway and potential traffic to be captured by this project.

Thailand Future Fund 45

Annual Report 2020 (Form 56-REIT2)

Figure 19 Burapha Withi Expressway – Chon Buri Bypass Extension Project 3.5.5 BNBP extension project, although will further extend for a short section of about 3.5 kilometers. However, the planned access ramps will provide an additional opportunity to attract more traffic from Hwy. no. 3466 and Chonburi Bypass, currently with the level traffic flows of about 43,000 and 95,000 vehicles/day, respectively. 3.5.6 In addition, with the planned Ban Kao interchange, some generated traffic from Amata Industrial area will divert to use this toll road to avoid heavy traffic congestion from truck traffic around the by-pass interchange area.

Thailand Future Fund 46

Annual Report 2020 (Form 56-REIT2)

4. Risk Factors

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

4.1.1. TFFIF is a newly established entity to investment in the right to the Transfer Revenue under the Revenue Transfer Agreement, which is its sole Initial Infrastructure Asset in addition to financial instruments under the securities laws.

TFFIF is a newly established entity. 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 under the Revenue Transfer Agreement, the right to the Transfer Revenue will be the sole initial Infrastructure Asset of TFFIF. TFFIF will rely 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. If 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 relies on EXAT for the operation of the Initial Expressways and the collection and delivery of the Transfer Revenue to TFFIF.

TFFIF will rely 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 under 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 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 TFFIFraising for the proposed investment in such Infrastructure Assets. There can be no assurance that EXAT will select TFFIF’s proposal

Thailand Future Fund 47

Annual Report 2020 (Form 56-REIT2)

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 TFFIF 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 under the Revenue Transfer Agreement if 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 under which 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 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

Thailand Future Fund 48

Annual Report 2020 (Form 56-REIT2)

results and position and future prospects, and its ability to make distributions to Unitholders.

Also, 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 TFFIFing 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 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

Thailand Future Fund 49

Annual Report 2020 (Form 56-REIT2)

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 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 under the law and according to the terms of the Revenue Transfer Agreement and control of TFFIF’s business, which will be supervised by TFFIF Supervisor. TFFIF may acquire additional Infrastructure Assets without obtaining the approval of the Unitholders and TFFIF 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 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.

Thailand Future Fund 50

Annual Report 2020 (Form 56-REIT2)

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 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.

Thailand Future Fund 51

Annual Report 2020 (Form 56-REIT2)

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 must 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 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.

Thailand Future Fund 52

Annual Report 2020 (Form 56-REIT2)

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, must comply 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 must 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 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

Thailand Future Fund 53

Annual Report 2020 (Form 56-REIT2)

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 TFFIF 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 beyond 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 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

Thailand Future Fund 54

Annual Report 2020 (Form 56-REIT2)

adjustment for each toll rate (THB per vehicle or THB per kilometer, as the case may be), provided that the index must 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 will 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.

During the New Year and Songkran holidays since 2010, the Ministry of Transport has adopted a practice of improving traffic congestion on the Burapha Within Expressway, the elevated road south of Suvarnabhumi Airport that connects with the Burapha Withi Expressway, and the connection between the Kanchanaphisek Expressway and the Burapha Withi Expressway by exempting toll collection for the Burapha Withi Expressway during the New Year and Songkran holidays. For this reason, EXAT exempted toll collection on the Burapha Withi Expressway for 12 – 20 days during the New Year and Songkran holidaus to comply with the Government’s policy. Also, in 2020, EXAT exempted toll collection for the Initial Expressways to comply with the Cabinet resolutions for additional special public holidays including special substitution holidays. TFFIF and Management Companies cannot assure unitholders that the exemption period for the Initial Expressways will not increase or decrease as a result of the compliance with the Government’s policy or if the exemption period increases, there could be a material adverse effect on TFFIF’s operations, financial results and position, and future prospects.

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 (to comply 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

Thailand Future Fund 55

Annual Report 2020 (Form 56-REIT2)

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 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 depends on factors such as development of real estate around expressways and motorists’ behaviour 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

Thailand Future Fund 56

Annual Report 2020 (Form 56-REIT2)

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, 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.

Also, 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

Thailand Future Fund 57

Annual Report 2020 (Form 56-REIT2)

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 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.

4.2.10. If the Government or EXAT (to comply with the Government’s policies or orders) amends toll collection system for the Initial Expressways, there could be some impact relating to the Revenue Transfer Agreement with respect to toll collection.

Electronic Toll Collection System (ETCS) is an automated payment system used for the toll collection of the Initial Expressways. The system allows motorists to top up value to shorten time required to make toll payments and therefore reduce traffic congestion around toll booths. Tolls are collected based on an open system along the Chalong Rat Expressway where a fixed rate toll for each category of vehicle is paid upon entry. Tolls are collected based on the relevant vehicle category for the distance travelled on the Burapha Withi Expressway.

EXAT is currently considering the feasibility of using an M-Flow system to collect toll payments of the Initial Expressways. This system is an integration of a single platform system based on free flow collection of toll payments to comply with the Government’s policy in alleviating traffic congestions at the toll gates.

Therefore, if the Government including EXAT completes the integration of the M-flow toll collection system and use it with the Initial Expressways to comply with the Government’s policies or orders, there could be an impact on operations under the Revenue Transfer Agreement with respect to toll collection and delivery of the Transfer Revenue under the Revenue Transfer Agreement. If EXAT adopts any other methods of toll payment collection than those adopted on the date of executing the Revenue Transfer Agreement, EXAT must without prejudice to TFFIF’s right give an advance notice to TFFIF at least 30 days before the collection of toll payments using a new method.

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.

Thailand Future Fund 58

Annual Report 2020 (Form 56-REIT2)

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 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.

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.

Thailand Future Fund 59

Annual Report 2020 (Form 56-REIT2)

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.

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.

Thailand Future Fund 60

Annual Report 2020 (Form 56-REIT2)

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 TFFIF 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 2020

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 11.7497 (on the 30th day of September 2020)

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 2020 : THB 9.85 /Unit

Highest Closing Price : THB 13.30/Unit

Lowest Closing Price : THB 9.85/Unit

Market Capitalisation : THB 45,015 million

Trade Volume : THB 80,949,172 per working day

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

TFFIF’s NAV per unit : THB 11.7497/Unit on the 30th day of September 2020

7.1.3. If TFFIF 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.

Thailand Future Fund 61

Annual Report 2020 (Form 56-REIT2)

7.1.4. If TFFIF 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:

(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. If TFFIF 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 4th day of December 2020.

Thailand Future Fund 62

Annual Report 2020 (Form 56-REIT2)

No. Names Number of Percentage Investment Units 1 Ministry of Finance 457,000,000 10.00 2 Muang Thai Life Assurance Public Company Limited 184,436,200 4.04 3 AIA Company Limited-EQDP-D FUND 1 125,158,300 2.74 4 Krungthai-AXA Life Insurance Public Company Limited 113,398,800 2.48 5 Mahidol University 110,898,300 2.43 6 Bangkok Life Assurance Public Company Limited 98,816,000 2.16 7 Dhipaya Life Assurance Public Company Limited 88,945,200 1.95 8 Social Security Office 82,527,300 1.81 9 Allianz Ayudhya Assurance Public Company Limited 75,749,600 1.66 10 SOUTH EAST ASIA UK (TYPE C) NOMINEES LIMITED 71,307,100 1.56 Total 1,408,236,800 30.83

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 Units Percentage

1 Ministry of Finance 457,000,000 10.00

7.3.3. Group of major Unitholders of TFFIF 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) 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.

Thailand Future Fund 63

Annual Report 2020 (Form 56-REIT2)

"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, Unitholders are deemed to have approved the matter and it will not be deemed 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 within such period, the Management Companies must notify the Unitholders and the Office of the SEC in writing.

Thailand Future Fund 64

Annual Report 2020 (Form 56-REIT2)

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, TFFIF 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 must be segregated from other Assets of TFFIF, and must not be counted in the calculation of the NAV unless or until TFFIF is dissolved.

Thailand Future Fund 65

Annual Report 2020 (Form 56-REIT2)

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 the Fund Scheme is not deemed to have 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 5 1 Oct 19 – 31 Dec 20 531,491,000 0.1163 2 Mr 20 16 Mar 20 6 1 Jan 20 – 31 Mar 20 471,624,000 0.1032 1 Jun 20 16 Jun 20 7 1 Apr 20 – 30 Jun 20 352,347,000 0.0771 31 Aug 20 16 Sept 20 8 1 Jul 20 – 30 Sept 20 463,398,000 0.1014 4 Dec 20 21 Dec 20

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

Thailand Future Fund 66

Annual Report 2020 (Form 56-REIT2)

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. Shareholding structure

8.1.2.1. Shareholders of Krungthai Asset Management Public Company Limited / Structure of Shareholders

List of Shareholders on the 30th day of September 2020

Name Number held Ratio (Percentage) (shares)

1 Krungthai Bank 19,999,986 99.99% PLC

8.1.2.2. Shareholders of MFC Asset Management Public Company Limited

List of Shareholders on the 30th day of September 2020/1 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 Padaeng Industry Public Company Limited 4,053,500 3.23% by MFC Asset Management Public Company Limited

Thailand Future Fund 67

Annual Report 2020 (Form 56-REIT2)

5 LGT Bank (Singapore) Ltd 3,922,000 3.12% 6 Mr. Pratak Sumongkholthanakul 3,184,215 2.53% 7 Miss Jui-Ting Chang 1,891,200 1.51% 8 Mrs. Yoko Ki 1,566,500 1.25% 9 Seranee Holdings CO. Ltd. 1,459,330 1.16% 10 Mr. Firm Hongsananda 1,188,200 0.95% Source: The Stock Exchange of Thailand Note: /1Most recent book closure on 30 April 2020 /2Top ten shareholders of Country Group Holdings Public Company Limited as of 30 September 2020/3 Names Number held Ratio (Shares) (Percentage) 1 Mr. Tommy Taechaubol 960,357,368 22.14% 2 Mr. Pijit Viriyamettakul 455,000,000 10.49% 3 Country Group Holdings Public Company 331,378,200 7.64% Limited 4 LGT Bank (Singapore) Ltd 292,106,900 6.74% 5 Mr. Samroeng Manoonpol 234,260,922 5.40% 6 Country Group Development Plc. 153,061,800 3.53% 7 Miss Atjima Pakanam 125,000,000 2.88% 8 Mrs. Pensri Rattanasuntharakul 97,928,100 2.26 9 Ms. Panitnat Atchariyahiranyachai 72,790,400 1.68 10 MFC Value Long Term Equity Fund 72,658,700 1.68 Source: The Stock Exchange of Thailand Note: /3Most recent book closure on 29 May 2020

8.1.3. Management structure and name list of directors and executives

8.1.3.1. Krungthai Asset Management Public Company Limited

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

Thailand Future Fund 68

Annual Report 2020 (Form 56-REIT2)

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

List of names of nine members of the Board of Director on the 30th day of September 2020

Names Positions 1 Mr. Vachara Tuntariyanond Chairman of the Board and Member of Risk Management Committee 2 Mr. Lavaron Sangsnit Mr. Director (representative of the Ministry of Finance) and Thawat Yooyod Chairman of Risk Management Committee 3 Mr. Surapol Opassatain Director and Chairman of the Audit Committee 4 Mr. Thanathat Hongkou Director and member of the Risk Management Committee 5 Pol. Lt. Gen. Jaruvat Vaisaya Director and Member of the Audit Committee 6 Mr. Cherdchai Director and Member of the Audit Committee Chompoonukulrut 7 Mr. Luechai Chaiparinya Director 8 Mr. Charnvit Rungruanglada Director 9 Mrs. Chavinda Hanratanakool Chief Executive Officer

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

Names Positions 1. Mrs. Chavinda Hanratanakool Chief Executive Officer 2. Mr. Wirote Tangcharoen First Senior Executive Vice President, Branch Network Relation Group 3. Ms. Hasawara Sangruji Senior Executive Vice President, Provident Fund Management 4. Ms. Darabusp Pabhapote Senior Executive Vice President, Institution Client Group 5. Ms. Voravannee Senior Executive Vice President, Chief Operating Officer Tangsirikusolwong

(4) Personnel and main persons of responsibilities relating to TFFIF on the 30th day of September 2020 are as follows

1. Chavinda Hanratanakool, CFP Chief Executive Officer 32 years of experience in Finance, Property Fund Management, and Infrastructure Fund Management

2. Piraj Migasena Executive Vice President 23 years of experience in Finance, Property Fund Management, and Infrastructure Fund Management

3. Kris Na-Songkhla Executive Vice President

Thailand Future Fund 69

Annual Report 2020 (Form 56-REIT2)

17 years of experience in Finance, Property Fund Management, and Infrastructure Fund Management

4. Pakawat Metheetrairut Assistant Vice President 11 years of experience in Finance and Property Fund Management

8.1.3.2 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.

Organisation Chart of MFC Asset Management Public Company Limited.

(2) Board of Directors of MFC Asset Management Public Company Limited Top 10 Major Shareholders on the 30th day of September 2020

List of 13 Members of the Board of Directors of MFC Asset Management Public Company Limited on the 30th day of September 2020

Thailand Future Fund 70

Annual Report 2020 (Form 56-REIT2)

Names Positions 1 Dr. Narongchai Akrasanee Chairman of the Board of Directors 2 Dr. Chokchai Aksaranan Vice Chairman, Chairman of the Audit Committee 3 Mr. Sadawut Taechaubol Director and Chairman of the Executive Committee, member of Corporate Governance Committee, Acting President 4 General Lertrat Ratanavanich Director and member of the Nomination and Remuneration Committee 5 Mr. Surabhon Director and executive director, Kwunchaithunya Chairman of the Nomination and Remuneration Committee and member of Corporate Governance Committee 6 Ms. Chularat Suteethorn Director 7 Dr. Pornchai Thiravej Director 8 Mr. Mongkon Leelatham Director and executive director 9 Mr. Numporn Yommana Director 10 Mr. Therdtham Director Suvichavorraphan 11 Dr. Vikorm Koompirochana Director, Chairman of Risk Management Committee, and member of Audit Committee 12 Mr. Bin Wieringa Director and member of Nomination and Remuneration Committee 13 Mr. Thanachote Rungsitivat Director, member of Risk Management Committee, member of Corporate Governance Committee and Executive Vice President

(3) Management Committee of MFC Asset Management Public Company Limited on 30 September 2020

Names Positions 1. Mr. Sadawut Taechaubol Acting President 2. Mr. Thanachote Executive Vice President and Chief Investment Rungsitivat Officer 3. Mrs. Pannarat Bhanpato First Executive Vice President, Fund Management Division 4. 4. Mr. Chakrit Puechpan First Executive Vice President, Fund Management Division 5. Mr. Prasit Executive Vice President, Provident Fund Pornpatimakorn Division 6. Mr. Kittikhom Suthiwong Executive Vice President, Private Wealth Department 7. Ms. Narisara Amatayakul Executive Vice President, Investment Planner Department

Thailand Future Fund 71

Annual Report 2020 (Form 56-REIT2)

8. Mr. Chareonchai Executive Vice President, Risk Management Lengsiriwat Department 9. Mr. Anupong Executive Vice President, Corporate Accounting Chanchiredrasmee and Finance Department 10. Representative from legal Secretary department or Company Secretary Department

(4) Personnel and main persons of responsibilities relating to TFFIF on the 30th day of September 2020 are as follows

1. Miss Natree Panassutrakorn Executive Vice President 29 years of experience in Finance and Property

2. Miss Hatairat Senior Fund Manager Chinvetchakitvanit 21 years of experience in Finance, Property, and Infrastructure

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

The Management Companies must manage TFFIF to comply with the Commitment and the Fund Scheme. The rights, duties and responsibilities of the Management Companies are as follows:

(a) Rights of the Management Companies

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

(1) right to administer and manage TFFIF within TFFIF’s objectives and investment policy under 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 TFFIF) 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 to deduct expenses from TFFIF under 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 appoint, remove or replace members of the Investment Advisory Committee as may be appropriate under the terms of the Fund Scheme and/or the Thai Securities Law;

Thailand Future Fund 72

Annual Report 2020 (Form 56-REIT2)

(5) right to propose any matter relating to the management of 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 take any actions under the Revenue Transfer Agreement, as well as to use discretion to waive events of default under the Revenue Transfer Agreement as may be appropriate;

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

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

The Management Companies reserve the right to take any action which may differ from those set out in the Revenue Transfer Agreement as the Management Companies consider 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 under 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 must perform their duties under the supervision of the Office of the SEC and TFFIF Supervisor and must be responsible for carrying the following activities:

Thailand Future Fund 73

Annual Report 2020 (Form 56-REIT2)

(1) Fund Administration and Management

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

(1.1) to strictly manage TFFIF as provided under 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, TFFIF Supervisor Appointment Agreement, and the Prospectus have their contents which must not be different from the draft Commitment, the Fund Scheme, TFFIF 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 disclosed 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 still complies with the Thai Securities Law;

(1.4) to amend the Fund Scheme or the management procedures under 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:

(1.5.1) before the offering of the Investment Units, the Management Companies must 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 must 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 before 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

Thailand Future Fund 74

Annual Report 2020 (Form 56-REIT2)

aggregation with the period required for the disclosure of the draft Prospectus must not be less than 14 days;

(1.6) to increase or decrease the capital of TFFIF under 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 under the criteria and procedures prescribed in the Fund Scheme and the Commitment and under 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 must take the following steps:

(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 mustl not be a Person within the Same Group of any person who agrees to sell, 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 on public offering 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 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 time after the offering of Investment Units does not exceed the applicable limit under the Thai Securities Law and provisions relating to the Infrastructure Assets in which TFFIF has invested in;

Thailand Future Fund 75

Annual Report 2020 (Form 56-REIT2)

(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 appointed persons 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 comply with the Fund Scheme and to protect the Unitholders’ interests;

(1.12) to manage assets under and monitor the management to comply with the material terms of the Fund Scheme and to ensure that the agreements entered or to be entered into about 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 who seeks benefit from the Infrastructure Assets must without delay report the fact and reasons to the Management Companies;

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

Business itself but must 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 to comply 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 under 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 under 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

Thailand Future Fund 76

Annual Report 2020 (Form 56-REIT2)

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 must require the other party who is the operator of the Infrastructure Asset to 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

(1.18.2) the Management Companies must 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 to not receive accurate or complete revenues under the revenue transfer agreement, the Management Companies must proceed or appoint an expert to proceed to require the operator of the Infrastructure Asset to make good of such error or discrepancy;

(1.19) if 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.

Thailand Future Fund 77

Annual Report 2020 (Form 56-REIT2)

(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 must 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 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 must 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

(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 if 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 must 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 must 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

Thailand Future Fund 78

Annual Report 2020 (Form 56-REIT2)

in accordance with the code of conduct and professional standards approved by the Office of the SEC. The Management Companies must report to the Office of the SEC on the appointment and termination of the Fund Manager under the Thai Securities Law and must 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 decide or scrutiny on the management of TFFIF as proposed by the Management Companies, 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;

(4.4) to appoint TFFIF Supervisor and, upon a Unitholders’ resolution, replace TFFIF Supervisor by appointing another fund supervisor whose qualifications comply with the Thai Securities Law, and complies 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 appointed Registrar complies with the Unitholder register requirements and procedures for preparing a unitholder register and the terms and conditions of the Registrar Appointment Agreement under the Thai Securities Law;

(4.6) to appoint a juristic person having experience and expertise in Infrastructure Assets appraisal as an appraisal firm who must appraise the value of TFFIF’s Infrastructure Assets under 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 who must be a person on the approved list of the Office of the SEC, and to replace the Auditor and appoint another Auditor under the Thai Securities Law;

(4.9) to appoint a liquidator of TFFIF, with the approval of the Office of the SEC, to aggregate and distribute assets to the Unitholders and perform other

Thailand Future Fund 79

Annual Report 2020 (Form 56-REIT2)

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 apply to the Office of the SEC within 15 Business Days from the last date of the Investment Unit offering period to register the pool of assets, which will be the proceeds from the sale of Investment Units, under Section 124 of the SEC Act and the Thai Securities Law;

(5.2) to apply 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 always comply with the Thai Securities Law. Where any term of the Commitment or the Fund Scheme contradicts the Thai Securities Law, the Management Companies are deemed to have comply with the Commitment and the Fund Scheme if Management Companies have taken steps to comply with the Thai Securities Law. In this regard, the Management Companies must amend the Commitment and/or the Fund Scheme without delay;

(5.4) to convene a Unitholder’s meeting and request for a resolution from the Unitholders to comply 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 must include, the opinion of the Management Companies and TFFIF 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 to comply 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;

Thailand Future Fund 80

Annual Report 2020 (Form 56-REIT2)

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

(5.9) to facilitate TFFIF Supervisor or TFFIF 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 TFFIF Assets and returns on investments of TFFIF Assets into the custody of TFFIF Supervisor;

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

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

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

(5.14) to calculate the assets value, NAV, and value of Investment Units of TFFIF and disclose the information to comply with the rules and procedures prescribed under the Thai Securities Law;

(5.15) to prepare financial statements of TFFIF to comply with the requirements as prescribed under the Thai Securities Law and submit the 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 it 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 circumstances or changes which may materially affect the value of Infrastructure Assets of TFFIF to complywith the criteria under the relevant notifications;

(5.18) to prepare, or arrange for the preparation of, submit, report, and disclose information in relation to TFFIF under 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;

Thailand Future Fund 81

Annual Report 2020 (Form 56-REIT2)

(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 must comply with the Commitment, the Fund Scheme, and the Thai Securities Law. Where any term of the Commitment or the Fund Scheme contradicts the Thai Securities Law, the Management Companies are deemed to have comply with the Commitment and the Fund Scheme if Management Companies have taken steps to comply with the Thai Securities Law.

Number of staff relating to the management of TFFIF

Details of personel and key responsible persons of each agencies relating to TFFIF as of 30 September 2020 are as follows:

Management Companies Number of Personel Key Responsible Persons

Krungthai Asset Management Property Funds, Infrastructure Mr. Piraj Migasena, Executive Public Company Limited Funds, and REITs : 17 Vice-President

MFC Asset Management Public Property Funds, Infrastructure Miss Natree Panassutrakorn, Company Limited Funds, and REITs : 11 Executive Vice-President

8.1.5. Methods and Conditions of Changing Management Companies

TFFIF may change any one or all of Management Companies if any of the followings occur and/or when it is approved by the Office of the SEC.

(1) when the Unitholders resolve under the Thai Securities Law and Fund Scheme by a vote of no less than 50 per cent of the total number of issued units to change the Management Companies and a new management company is appointed at any time during the term of TFFIF;

(2) if the licence to operate securities business of mutual fund management of the Managements is revoked or the Management Companies cannot perform their duties and obligations as a management company;

(3) if the Office of the SEC orders to revoke any one or all of the Management Companies from the administration and management of TFFIF under section 128 of the SEC Act;

(4) if the Unitholders resolved to approve a change and amendment to the management policy specified under the Fund Scheme or the Thai Securities Law and/or any relevant laws

Thailand Future Fund 82

Annual Report 2020 (Form 56-REIT2)

are amended causing any one or all of the Management Companies to be unable to comply with the notifications, orders, regulations, and requirements or where the amendments are such that burden of any one or all of the Management Companies is increased and the relevant management company does not wish to perform the duties, the Management Companies reserve their right not to continue their duty of managing TFFIF. The Management Companies must inform Unitholders in writing that they do not wish to continue performing the duties of the Management Companies and propose a new management company who is fully qualified as required by the Thai Securities Law (except where Unitholders will procure a new management company or to appoint the remaining management company to carry on with the duties). Unitholders meeting must within 90 days from the date being notifed by the Management Companies appoint a new management company that is fully qualified under the Thai Securities Law or appoint the remaining management company (if any) to carry on with the duties under the Fund Scheme to replace the management company that does not wish to perform the duty.

If the events of changing any one management company under (1) – (4) occur and the Unitholders’ meeting has not yet appointed a new management company or appointed the remaining management company (if any) to carry on with the duties of the replaced management company, the remaining company must perform both duties owed by it and by the management company that is replaced.

If the Thai Securities Law requires that the change of the Management Companies requires approval from the Office of the SEC, the approval must be obtained before the change, The Management Companies must perform their duties until the appointment of a new management company or of the remaining management company to carry on with the duties. However, if all Management Companies have notified in writing their resignation as the Management Companies under clause (4) and Unitholders cannot appoint new Management Companies within 90 days from the date being notified by the Management Companies, then the Management Companies reserve the right to dissolve TFFIF, in which case all Unitholders are deemed to have approved the dissolution of TFFIF.

If Management Companies or any one management company that is replaced either by order of the Office of the SEC or in other circumstances under the Thai Securities Law, necessary steps must be taken to allow new management companies or the remaining management company, as the case may be, to resume the duties. This includes the handover of documents and evidence to new management companies or the remaining management company, as the case may be. The Management Companies have the right to receive management fees in consideration of the performance of duties at any time after resolution from Unitholders’ meeting to change management companies under clause (1) or after the end of the performance of duties of management companies under clause (4). The rate of management fees must be calculated based on the actual time used in performing the duties.

If any one management company is discharged from its duties, TFFIF may not appoint another management company to replace the one that is discharged.

8.1.6. Trusts, mutual property funds, and infrastructure funds under the management

As of 30 September 2020, Krungthai Asset Management Public Company manages the following infrastructure funds:

Thailand Future Fund 83

Annual Report 2020 (Form 56-REIT2)

Trusts, mutual property funds, and infrastructure Type Roles funds 1. North Bangkok Power Plant Block 1 Infrastructure Fund, IFF Management Company Electricity Generating Authority of Thailand 2. Khonburi Sugar Power Plant Infrastructure Fund IFF Management Company 3. Talaad Thai Leasehold Property Fund Retail Management Company 4. C.P. Tower Growth Leasehold Property Fund Office Building Management Company 5. Tesco Lotus Retail Growth Freehold and Leasehold Retail Management Company Property Fund

As of 30 September 2020, MFC Asset Management Public Company Limited manages the following trusts, mutual property funds, and infrastructure funds:

Trusts, mutual property funds, and infrastructure funds Type Roles 1. MFC Industrial REIT Industry REIT Manager 2. MFC-Nichada Thani Property Fund (MNIT) Residence Management Company 3. Nichada Thani Property Fund 2 (NIT II) Residence Management Company 4. Multinational Residence Fund (MNRF) Residence Management Company 5. MFC Industrial Investment Property and Leasehold Fund Industry Management Company 6. MFC Patong Heritage Hotel Management Company 7. Hemaraj Industrial Property and Leasehold Fund Industry Management Company 8. MFC Strategic Storage Property Fund Industry Management Company

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 TFFIF

8.3.1. The contact details of TFFIF Supervisor are as follows:

Name: Kasikornbank Public Company Limited

Address: Headquarter of Kasikornbank, 1, 19th floor, Soi Rat Burana 27/1, Rat Burana Road, Rat Burana Sub-district, Rat Burana District, Bangkok, 10140.

Tel: 0-2470-3655, 0-2470-3201

Fax: 0-2470-1995-7

Thailand Future Fund 84

Annual Report 2020 (Form 56-REIT2)

8.3.2. Shareholder Structure

Names Number held Ratio (Shares) (Percentage) 1 Thai NVDR Company Limited 443,939,592 18.55 2 State Street Europe Limited 203,656,972 8.51 3 South East Asia UK (TYPE C) Nominees Limited 142,055,420 5.94 4 Social Security Office 85,905,100 3.59 5 BNY Mellon Nominees Limited 78,949,299 3.30 6 The Bank of New York Mellon 55,954,035 2.34 7 State Street Bank and Trust Company 51,034,453 2.13 8 South East Asia UK (TYPE A) Nominees Limited 39,954,882 1.67 9 Nortrust Nominees Limited-NT0 SEC Lending 32,586,142 1.36 Thailand CL AC 10 GIC Private Limited 31,350,600 1.31 Source: The Stock Exchange of Thailand Note: Last closure of shareholders’ register on 10 April 2020

8.3.3. Rights, Duties and Responsibilities of TFFIF Supervisor

TFFIF Supervisor have the following rights, duties, and responsibilities:

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

(b) to examine the management of the Management Companies with honesty using knowledge and competence as would be expected of a professional, for the best interest of TFFIF 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 sign 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 savings 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 TFFIFs 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

Thailand Future Fund 85

Annual Report 2020 (Form 56-REIT2)

the Office of the SEC within five Business Days from the date of TFFIF Supervisor’s knowledge if the Management Companies fails to comply with the above;

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

(h) to take into custody TFFIF Assets and keep them segregated from assets of TFFIF Supervisor or of other persons which are under the custody of TFFIF 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 proceeds 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 to comply 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 their duties or to claim compensation for damage 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 TFFIF Supervisor from the assets of TFFIF;

(n) to perform duties with loyalty using knowledge and competence as would be expected of a professional for the best interest of TFFIF and the Unitholders as a whole;

(o) to consider and approve, or disapprove, the acquisition or disposal of Infrastructure Assets with a value of more than Baht 100,000,000 (One Hundred Million Baht) but less than 30% of the total asset value of TFFIF at the time of such acquisition or disposition of assets under the Fund Scheme and the Thai Securities Law, taking into consideration the opinion of the independent expert appointed at the cost of TFFIF (if any);

(p) to consider and approve, or disapprove to enter 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 (One Hundred Million Baht) but less than 30% of the total value asset of TFFIF at the time of such entry into an agreement or amendment or termination of such agreement under the Fund Scheme and the Thai Securities Law,

Thailand Future Fund 86

Annual Report 2020 (Form 56-REIT2)

taking into consideration the opinion of the independent expert (who may be appointed at the cost of TFFIF);

(q) to approve the Management Companies’ arrangement of casualty insurance to insure the assets of TFFIF in a proper and sufficient amount;

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

(s) to require the Management Companies to conduct a new appraisal immediately after TFFIF Supervisor views 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 TFFIF 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 to enter 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 the Management Companies may reasonably request, 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) to refrain from taking any action which will conflict the interest of TFFIF or the Unitholders, regardless of whether such action is or will be taken for the benefit of TFFIF Supervisor itself or others, except for claims of remuneration for acting as TFFIF Supervisor or actions which is fair treatment and have been sufficiently disclosed to the Unitholders in advance, provided that the Unitholders who are notified 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;

Thailand Future Fund 87

Annual Report 2020 (Form 56-REIT2)

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

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

(2) supervise a liquidator in its performance of duties to comply with the Thai Securities Law. If the liquidator does any act or fails to perform any action required by law, TFFIF Supervisor must 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 TFFIF 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 under the Thai Securities Law and TFFIF 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 TFFIF Supervisor details, opinion, documents supporting such consideration. TFFIF Supervisor must be allowed at least 30 days to consider the matter.

If TFFIF 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 TFFIF Supervisor for the benefit of all Unitholders.

If TFFIF Supervisor takes any action which will conflict the interest of TFFIF or the Unitholders and such action does not comply with a permissible exception, if it is material and irreparable, the Management Companies may terminate TFFIF Supervisor Appointment Agreement.

If Unitholders’ resolution is required to take any steps and the Management Companies do not requisite the resolution, the Unitholders and TFFIF Supervisor have the power to take any necessary actions to requisite the resolution from the Unitholders.

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

Thailand Future Fund 88

Annual Report 2020 (Form 56-REIT2)

Removal and Replacement of Fund Supervisor

The Management Companies may change TFFIF Supervisor if any of the following events occur:

1. when the Unitholders resolve by a majority vote of more than half of the total number of issued Investment Units or when the MOF has approved (if the MOF remains the sole Unitholder) to change the Fund Supervisor and a new fund supervisor is appointed, at any time during the term of TFFIF;

2. if TFFIF Supervisor does anthing that conflicts the benefits of TFFIF or the Unitholders which are material and incurable;

3. if TFFIF Supervisor’s licence 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 TFFIF Supervisor commits a criminal offence against the property under Chapter 1, Chapter 3, Chapter 4, Chapter 5, or Chapter 7, of Title 12 of the Criminal Code of Thailand;

5. when TFFIF Supervisor fails to perform the duties or responsibilities under TFFIF Supervisor Appointment Agreement;

6. if, due to an amendment to the Thai Securities Law or any other circumstances, a material term under the Fund Scheme is changed and the Management Companies and TFFIF Supervisor could not reach an agreement on the amendment to TFFIF Supervisor Appointment Agreement to correspond with the change due to an additional burden on TFFIF Supervisor and TFFIF Supervisor does not wish to continue performing the duty, then TFFIF Supervisor may terminate TFFIF Supervisor Appointment Agreement by a written notice to the Management Companies at least 90 days in advance;

7. where TFFIF Supervisor lacks any qualification under the Thai Securities Law, the Management Companies must notify TFFIF Supervisor in writing to require TFFIF Supervisor to remedy the disqualification 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 must also notify the remedy to the Office of the SEC within three Business Days following the date TFFIF Supervisor completes the remedy. If TFFIF Supervisor fails to remedy the disqualification within the required period, the Management Companies must apply to the Office of the SEC for a permission to replace TFFIF Supervisor within 15 days from the day following the expiry date of the remedy period. When permission is obtained from the Office of the SEC, the Management Companies must appoint a new fund supervisor to replace the former Fund Supervisor immediately unless the Office of the SEC may require otherwise;

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

Thailand Future Fund 89

Annual Report 2020 (Form 56-REIT2)

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 views that TFFIF 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 TFFIF Supervisor Appointment Agreement under other circumstances than those provided above, in which case the party wishing to terminate the agreement must give to the other party a written notice of not less than 60 days in advance.

TFFIF Supervisor has an authority and responsibilities as provided under TFFIF Supervisor Appointment Agreement and the Securities and Exchange Act, B.E. 2535. When TFFIF supervisor is changed, the former Fund Supervisor has a duty to take any necessary steps to allow the new fund supervisor to perform his duties. Such necessary step includes executing a document to certify accuracy and completion of the properties delivered to the new fund supervisor.

Since the Thai Securities Law provides that TFFIF must have a fund supervisor, if TFFIF Supervisor is discharged from its duties under any of these conditions, TFFIF 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. This includes 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. TFFIF Supervisor may receive the remuneration at the normal rate allowed under TFFIF Supervisor Appointment Agreement until the transfer and delivery to the new fund supervisor is completed for all assets and documents or as instructed by the Management Companies or the Office of the SEC.

When TFFIF Supervisor Appointment Agreement terminates, TFFIF Supervisor may receive its remuneration and/or any other expenses due but not yet paid to TFFIF Supervisor under TFFIF Supervisor Appointment Agreement which have been incurred before the termination of TFFIF Supervisor Appointment Agreement. The amount of the due remuneration and/or any other expenses must be calculated up to the expiration of the termination notice period or the period set out under TFFIF Supervisor Appointment Agreement.

Place of Custody of Assets of TFFIF

Name: Kasikornbank Public Company Limited

Address: Headquarter of Kasikornbank, 1, 19th foor, 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

The Management Companies must keep at the office of TFFIF Supervisor the assets and documents relating to the TFFIF’s assets and assets invested by TFFIF, except for assets which,

Thailand Future Fund 90

Annual Report 2020 (Form 56-REIT2)

by their nature, cannot be kept at the office of TFFIF Supervisor or where the Management Companies and TFFIF Supervisor agree otherwise. TFFIF Supervisor must immediately notify the Management Companies of any change to the place of custody of assets of TFFIF. If TFFIF Supervisor is changed, the Management Companies must 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 comprises members with qualifications required under the Thai Securities Law. The Management Companies may appoint the following persons as members on the Investment Advisory Committee 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 must 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 characteristics prohibited under 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. Thanachote Rungsittiwat 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.

The Management Companies have the power to remove or replace any member of the Investment Advisory Committee by appointing new members who have the required qualifications under the Thai Securities Law. However, one of the members of the Investment Advisory Committee must always be the Fund Manager.

Thailand Future Fund 91

Annual Report 2020 (Form 56-REIT2)

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

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

(a) to advise and recommend at the request of the Management Companies on TFFIF’s investment in Infrastructure Assets as well as management of Infrastructure Assets in which TFFIF has invested; and

(b) to declare to the Management Companies 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) must 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

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 must 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

Thailand Future Fund 92

Annual Report 2020 (Form 56-REIT2)

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 must notify the Office of the SEC.

Name, Address and Telephone Number of Appraiser

Name: 15 Business Advisory Company Limited.

Address: Suite No. 39, 9th floor, RS Tower

No. 121 Ratchadapisek Road, Dindaeng, Bangkok 10400

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. This is to ensure that business operation and performance complies with relevant laws and regulations such as the Securities and Exchange Act, B.E. 2535, notifications of the Office of the SEC, regulations of the SET, regulations of the Association of Investment Management Companies including internal policies governing fund management business and business ethics in carrying out the business of fund management. The Management Companies put in place an Audit Committee and a Risk Management Company to oversee the overall governance of the company. There is also a Fund Supervisor who has the duty to supervise and ensure that the management of TFFIF complies with the Fund Scheme. Also, the Management Companies put in place a governing body and an internal audit to ensure that their operations comply with the law and the Fund Scheme. An Investment Committee is also appointed to scrutinise material issues of TFFIF management to ensure that the management is more careful and rigorous.

The Management Companies focus on efficient fund management to provide a basis for continued expansion and growth of business and create confidence for the Unitholders and all relevant parties. This can be achieved by complying with the good corporate governance guidelines of the SET and the Office of the SEC. The 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 to facilitate groups of interested persons to allow easy access to the information using a variety of channels.

For more information, please contact:

Thailand Future Fund 93

Annual Report 2020 (Form 56-REIT2)

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. TFFIF’s Committee Meeting

N/A

9.4. Governance of companies in which TFFIF has investments

TFFIF does not have either direct or indirect investment through shareholding in any company.

9.5. Insider Trading

The Management Companies determined policies to prevent insider trading by requiring the Directors, Advisers, Executives, as well as employees to strictly comply with the insider trading policy. At the same time, the Management Companies have also issued the following rules to prevent insider trading:

 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 must comply with the information technology safety regulations.

 The Management Companies require that the care and maintenance of the safety of TFFIF’s internal information which has been filed in printed version of the documents are 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.

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

Thailand Future Fund 94

Annual Report 2020 (Form 56-REIT2)

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

If the Management Companies are companies registered with the SET, the Management Companies must have a transparent shareholding structure and must not have conflict of interest. Moreover, there is a clear segregation of duties and responsibilities between the Board of Directors, the Executives, and the Shareholders. Thus, there is no problem in overlapping duties and responsibilities. A member of the Board of Directors or the Executives with an interest in an issue that is being considered must not attend the meeting or must refrain from voting to ensure that the decision of the Board of Directors and the Executives is fair and is genuinely for the benefits of the Unitholders.

9.6. Investment Decision and Management of TFFIF

EXAT remains responsible for the day-to-day management of the Initial Expressways under relevant laws and the terms of the Revenue Transfer Agreement. Therefore, TFFIF is not required 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 must 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 to comply with the law and EXAT’s standards. Also, if TFFIF considers it necessary or appropriate, TFFIF may send a written notice to EXAT to give opinions or recommendations for EXAT to carry out any relevant actions in relation to the operations and maintenance of the Initial Expressways.

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 lease the Infrastructure Businesses or to engage such third-party operator to manage such assets or to operate the Infrastructure Businesses. This is because TFFIF, as an infrastructure fund, is prohibited under Tor Nor. 1/2554 from operating Infrastructure Businesses.

If in the 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 (One Hundred Million Baht), or 30.0% of the total asset value 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 (One Hundred Million Baht), but less than 30.0% of the total asset value of TFFIF at the time of entry into, amendment or termination, which is approved by TFFIF 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.

TFFIF has an objective to manage the investment in infrastructure assets to generate sustainable income with long-term and continued growth potential under appropriate level of risks to ensure that operations of TFFIF correspond with the objectives for which TFFIF was established and the investment policy of TFFIF. TFFIF will make additional investments by acquiring infrastructure assets of the state agencies of Thailand that TFFIF is confident that would generate added value for TFFIF’s assets. Investments will be made by selecting, assessing, and adopting investment and acquisition approaches to generate cashflow and potential for long-term growth of return on investment.

Thailand Future Fund 95

Annual Report 2020 (Form 56-REIT2)

9.7. Assets Manager Selection

N/A

9.8. Monitoring Assets Manager’s Operation

N/A

9.9. Monitoring TFFIF’s benefits

The Management Companies’ main objective is to ensure that the Unitholders receive continuing, long-term returns on 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 under 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 TFFIF 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 to comply with the requirements, conditions, and procedures under 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.

Thailand Future Fund 96

Annual Report 2020 (Form 56-REIT2)

9.10. Remuneration of Management Companies

The Remuneration of Management Companies are annual management fees which the Management Companies will receive at a rate of no more than 1.00% per year of the TFFIF’s NAV on the date at the end of the month and no less than THB 10 million per year (excluding VAT or any other similar tax). For the year 2020, the Management Companies receive THB 46,354,005 as Management Fees (inclusive of VAT).

In 2020, the details of the Management Companies’ remunerations are as follows:

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

Management Fees 46,354,005 0.0863

9.11. Disclosure and Reporting Requirements to the Unitholders

The Management Companies must 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

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

The key events that require disclosure are, among others,

1. If the Management Companies intend to cancel the increase of registered capital of TFFIF during the Combined Offering, the Management Companies must report to the Office of the SEC on the termination or cancellation of the offering within seven days from the date of the termination.

2. The Management Companies must 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 must inform the Office of the SEC within 15 days from the last date of offering.

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

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

6.

Thailand Future Fund 97

Annual Report 2020 (Form 56-REIT2)

9.11.2 NAV Reporting Requirements

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

In calculating the value of investments in the Infrastructure Assets under items (a), (b), (c) or (d) of the definition of “Infrastructure Assets” under 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, and if such shares are not listed on the SET, the Management Companies must 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 must use other values as prescribed by the Association of Investment Management Companies (“AIMC”), or the price to comply 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 TFFIF Registration Date, the Management Companies must 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 must calculate the NAV and the Value of Investment Units using the following methods:

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

2. the value of Investment Units must 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 must be accumulated as the Assets of TFFIF.

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

The Management Companies must 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 must be certified by TFFIF Supervisor that the calculations comply with the Thai Securities Law.

Thailand Future Fund 98

Annual Report 2020 (Form 56-REIT2)

The Management Companies also need to disclose such information on the SET’s reporting system (if 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 TFFIF 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 must be determined from the most updated Asset appraisal reports or report on the review of asset appraisals which must be used as a basis 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 must prepare a progress report every six 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 must at least consist of the following information:

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

2. if the progress of the project does not comply with the plan, solutions and the effects that this has, or may have, on TFFIF must also be stated

If the Investment Units of TFFIF are listed in the SET, the Management Companies will also report to the SET by complying with the above criteria.

9.11.3 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 TFFIF.

If the Management Companies have submitted to the Office of the SEC an audited annual financial statement under item 2 above within 60 days from the end of financial year of TFFIF, the reviewed fourth quarter financial statements are deemed submitted to the Office of the SEC, under item 1.

If the Units are listed on the SET, the Management Companies must also submit to the SET the financial statements to comply with items 1 and 2.

Thailand Future Fund 99

Annual Report 2020 (Form 56-REIT2)

Preparetion of financial statements must comply with the accounting standard in respect to the relevant transactions. If it is optional under the relevant accounting standard for TFFIF 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 must prepare financial statements of the company issuing these shares to comply with the accounting standard and requirements about provision of the issuing company’s financial statement, mutatis mutandis. Moreover, the Management Companies must prepare and submit TFFIF’s consolidated financial statement and the company’s financial statements together with the Fund’s financial statement which must include the interim management and discussion and analysis as well as an annual information form.

9.11.4 Annual Reports

The Management Companies must within four months from the end of financial year of TFFIF 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 TFFIF are listed on the SET.

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.

9.11.5 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 TFFIF.

9.11.6 Progress Report of Incomplete Projects

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

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

The key events that require disclosure are, among others,

1. If the Management Companies intend to cancel the increase of registered capital of TFFIF during the Combined Offering, the Management Companies must report to the Office of the SEC with respect to the termination or cancelation of the offering within seven days from the date of the termination.

Thailand Future Fund 100

Annual Report 2020 (Form 56-REIT2)

2. The Management Companies must 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 must inform the Office of the SEC within 15 days from the last date of offering.

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

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

9.11.8 Prescribed Disclosure of Information for Listed Securities

Once the Investment Units are listed on the SET, the Management Companies must report to the SET on certain matters required under 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 on an increase in the registered capital, allocation of investment units or decrease of registered capital;

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 under the rules prescribed by the SEC notifications;

Thailand Future Fund 101

Annual Report 2020 (Form 56-REIT2)

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 TFFIF or any transaction which could create material encumbrances on the Assets;

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

14. significant legal disputes of TFFIF;

15. significant change in TFFIF’s accounting policy;

16. the dissolution of TFFIF;

17. dissolution and liquidation of the relevant Infrastructure Business;

18. appraisal of value of the relevant Infrastructure Business’s material 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 TFFIF 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 TFFIF, each prepared in accordance with the relevant notifications of the SEC, provided that the Management Companies must disclose such information within the required period.;

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

Thailand Future Fund 102

Annual Report 2020 (Form 56-REIT2)

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

9.11.9 Compliance with Relevant Laws and Regulations

The Management Companies will comply with the above rules and procedures, except where 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 comply with such amendment, announcement, order or approval, and the Management Companies are deemed to have obtained approval from the Unitholders.

9.12. Convening Unitholders’ Meeting

TFFIF’s investment units are securities listed on the SET. The Management Companies must convene Unitholders’ Meeting to comply with the criteria and methods under the laws, rules, and regulations.

TFFIF must convene Unitholders’ Meeting as follows:

(1) Annual General Meeting of Unitholders

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

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

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

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

(d) the appointment of TFFIF’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 TFFIF;

(b) when the Unitholders holding in aggregate at least 10% of the total number of issued Investement Units by a written notice with clear reasons for convening the meeting request that the Management Companies convene a Unitholders’ meeting.

The Management Companies must in the notice convening the Unitholders’ Meeting or requesting a resolution from the Unitholders, as the case may be, provide sufficient information

Thailand Future Fund 103

Annual Report 2020 (Form 56-REIT2)

for the Unitholders’ consideration. This includes the opinion of the Management Companies and TFFIF 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 without delay convene a meeting of Unitholders from the date on which any Unitholders, whose individual or aggregate holdings amount to at least 10% of the total number of units sold, by a written notice with clear reasons for convening the meeting request that the Management Companies convene a Unitholders’ meeting.

If the Management Companies fail to convene the requested meeting within the required period, the Unitholders holding either individually or in aggregate units of at least 10% of the total number of issued units, may convene the meeting by themselves.

The rules and procedures to convene the Unitholders’ meeting must also comply with those set out in the Commitment.

2. Meeting and Voting Rights of Unitholders

The Unitholders whose names are in the registrar book have the rights to vote, as well as to receive the distributions. The Management Companies must 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 before the registrar book closure date.

If date of registrar book closure is changed, the Management Companies must inform the SET and the Registrar at least seven days or any period of time as prescribed by the SET or the Registrar before the original date of registrar book closure.

The Management Companies must 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.

The registrar book of the Investment Units is presumed 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 the registrar book is deemed duly made by the Management Companies.

(a) Circular Resolution

A circular resolution must be passed by more than half of the total units with voting rights, regardless of the nature of the matters, except for the

Thailand Future Fund 104

Annual Report 2020 (Form 56-REIT2)

amendment or modification of the Fund Scheme or fund management procedures.

(b) Resolution by Meeting

(1) Quorum requirements

(1.1) Unless otherwise provided, at least 25 Unitholders, or at least half the total number of Unitholders holding in aggregate no less than one-third the total units sold constitute a quorum.

(1.2) Quorum requirements under (1.1) do not apply 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 do not have the right to vote on the matter.

However, these following persons have the right to vote and are 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 to comply with these requirements:

(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 adviser on the below

Thailand Future Fund 105

Annual Report 2020 (Form 56-REIT2)

topics. The opinion must include reasons, material assumptions, and factors taken into account in issuing the opinion. The 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 is not to be considered 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 must abstain from casting votes in respect of such excess portion.

(3) Voting requirements

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

(3.2) Except as provided in (3 . 3 ) and (3.4, the resolutions of a Unitholders’ meeting, must 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 (One Hundred Million Baht) or 30% or more of TFFIF’s total asset value at the time of such acquisition or disposition of assets, or agreement, consent or casting vote for a company in which TFFIF holds shares to undertake such acquisition or disposition;

(3.3.2) entry into, amendment or termination of any agreement to engage a third-party operator to run or operate the Infrastructure Business having a value of more than Baht 100,000,000 (One Hundred Million Baht) or 30% or more of TFFIF’s total asset value at the time of such

Thailand Future Fund 106

Annual Report 2020 (Form 56-REIT2)

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 on the amendment of the Fund Scheme or fund management procedures must comply with the prescribed requirements.

(3.5) If TFFIF has multi-class units, the Unitholders’ resolution must comply 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 must 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 must 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 must be passed by a vote of more than 50% of the total number of units of that affected class

(c) A resolution on the amendment of the Fund Scheme must comply with Section 129 of the SEC Act.

3. Binding Effect

Resolutions from the Unitholders bind the Management Companies because the Management Companies have a legal obligation to manage TFFIF with due care, honesty and responsibility for the benefit of all Unitholders, including

Thailand Future Fund 107

Annual Report 2020 (Form 56-REIT2)

performance and compliance with the applicable laws, the Fund Scheme, the Commitment, and the Unitholders’ resolutions.

This binding effect of the resolution must also comply with the requirements under the Commitment.

9.13. Selection and Appointment of Director and High-level Executives

N/A

9.14. Auditor’s Remuneration

TFFIF’’s Auditor Fee for the 2020 financial period total THB 1,533,129.

9.15. 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 following principles of Corporate Social Responsibilities.

1. The principle of good governance is promoted by putting in place an operating system with good internal control to comply with relevant law. There is frequent internal audit and reports to the Board of Directors. Risk management measures are put in place. Disclosure of TFFIF’s good governance is made in the annual report and on the Management Companies’ websites.

2. The Management Companies 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. The Management Companies 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;

3. The Management Companies combat all forms of corruption and refuse coorporation with or support to any person who carry out illegal business or who is a danger to the society and national security;

4. The Management Companies conduct business carefully without violation of human rights;

5. The Management Companies provide fair conditions for employment with safe and appropriate working environment;

6. The Management Companies are responsible for consumers by complying with operational standards in contacting and providing services to customers;

Thailand Future Fund 108

Annual Report 2020 (Form 56-REIT2)

7. The Management Companies encourage any operations that benefit the communities and society as a whole and refrain from any actions which will result in causing harm to the national reputation, natural resources, and the environment. The Management Companies ensure that the Fund Manager and all levels of related persons to have awareness of social responsibility for the community and the society.

10.2 Corruption prevention guidelines

(1) The Policy

The Management Companies promote TFFIF’s adherence to the principle of ethical business operation and good governance in operating its business, 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.

The Management Companies adopt a policy to combat all types of corruption including bribery for benefit gains. The Management Companies refuse to cooperate with or provide support to any person who acts unlawfully or are a danger to the society and the national security. The Management Companies became a party to the Private Sector Collective Action Coalition against Corruption or CAC and were approved to be member of the coalition. The Management Companies were assessed and ‘CAC Certified’ according to the Anti-Corruption Progress Indicator because the Management Companies can demonstrate implementation of the anti-corruption with the completeness and sufficiency of the implementation reviewed by the Audit Committee

(2) The Implementation

To combat all types of corruption, the Management Companies have informed their business partners and representatives and requested that they comply with the Anti-Corruption Policy and refrain from giving presents to executives and staff of the companies. The implementation is disclosed on the websites of the Management Companies under a section called ‘Anti-Corruption Policy’.

11. Internal Control and Risk Management

The Management Companies recognise the importance of Internal Control system and Risk Management to ensure the effective operation in all areas, including human resources, operational procedures, and Information Technology, to comply with the rules, regulations and set targets, and to reduce risks or damages which may occur from internal and external factors.

Details of internal control and management of investments are discussed below.

(1) There is a clear segregation of duties between those of the Fund Manager who perform the duty of managing TFFIF and the Assistant Fund Manager who perform the operational duties mainly. The Fund Managers supervise operations of the Assistant Fund Manager. Top level executive of the relevant department will have a final supervision of the management of the Fund Managers.

Thailand Future Fund 109

Annual Report 2020 (Form 56-REIT2)

(2) Compliance department and an internal audit will review fund management to comply with the annual work plan. The review include material matters such as investment in core assets and investments to manage liquidity, inspection of assets, appraisal of assets, collection of revenue, expenses, insurance, disclosure, etc. Internal review report will be sent to the Audit Committee for acknowledgement.

(3) The Management Companies have appointed an investment committee to consider material investment matters to ensure that fund management is careful, stringent, and efficient.

12. Prevention of Conflict of Interest

The Management Companies adopt a Conflict of Interest Prevention Policy for related party transactions, taking into consideration the best interest of Unitholders. To carry out a related party transaction, the Management Companies consider the necessity and reasonableness of the transaction to identify if it is for the best interest of Unitholders. Related party transaction must comply with rules and regulations of the Office of the SEC.

Guidelines for the prevention of conflict of interest

1. A related party transaction must comply with the notifications prescribing rules for transactions with conflict of interest that a business operator may enter into;

2. Related party transaction must use fair price;

3. Persons having an interest in the transaction must not participate in the decision to enter into the related party transaction;

4. The calculation of expenses from the related party transaction must be at a fair and appropriate rate.

In addition to the above conditions and requirements, the Management Companies may enter into a related party transaction after an approval is obtained by resolution of Unitholders in the following circumstances.

(1) The related party transaction relates to an acquisition of additional infrastructure assets or disposition of infrastructure assets having a value of no less than THB 20,000,000 (Twenty Million Baht) or no less than 3.0% of the Net Asset Value of TFFIF at the time of entry into such related party transaction, whichever is higher, except where the transaction is made under a commitment with government agencies or government organisations according to the law on the establishment of government organisation and a state enterprise according to the law on establishment of such state enterprise (including non-juristic business units owned by the government) as specified in the Fund Scheme;

(2) The related party transaction involves 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 (Twenty Million Baht) or no less than 3.0% of the Net Asset Value of TFFIF at the time of such entry into, amendment or termination of such related party transaction, whichever is higher; or

Thailand Future Fund 110

Annual Report 2020 (Form 56-REIT2)

(3) The related party transaction is an agreement, consent or vote to allow the company in which TFFIF is a shareholder within the meaning of "Infrastructure Assets" to do (1) or (2) with the related person.

Related Party Transaction Policies

Any transactions relating to Infrastructure Assets to be entered into between TFFIF and the MOF or between TFFIF and other Related Persons must be entered into under fair and appropriate conditions and must comply with the conditions and requirements 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 TFFIF 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.

Furthermore, TFFIF must disclose the related transactions to the SET, as well as in the remarks of the financial statements as audited by TFFIF’s auditor, and in the annual report of TFFIF.

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 2020 and for the year ending on the 30th day of September 2019 are as follows:

Amount (THB million) Pricing Relationship Opinion/Reasonableness Related For the For the Policy Companies year year ending on ending on 30 Sept 20 Sept 19 Krungthai Asset Management Public Company Limited Management 23.18 18.49 as Management Ordinary business Fee specified Company operation in the contract and Prospectus MFC Asset Management Public Company Limited Management 23.18 18.49 as Management Ordinary business Fee specified Company operation in the contract and Prospectus

Thailand Future Fund 111

Annual Report 2020 (Form 56-REIT2)

12.2. Transactions between TFFIF and TFFIF Supervisor

Transactions between TFFIF and TFFIF Supervisor for the year ending on the 30th day of September 2020 and for the year ending on the 30th day of September 2019 are as follows:

Related Amount (THB Pricing Policy Relationship Opinion/Reasonableness Companies million) For the For the year year ending ending on on 30 Sept 30 Sept 19 20 Kasikorn bank Public Company Limited Fund 7.53 6.50 specified in the Fund Ordinary business Supervisor contract/Prospectus Supervisor operation Fee Interest 0.06 1.67 general rates of Fund General rates of interests income interests for Supervisor for deposits deposits Krungthai bank Public Company Limited Investment - 185.05 specified in the Investment Under the contract Units contract Unit Distribution Distributor Fee Interest 0.06 0.09 general rates of General rates of interests income interests for for deposits deposits

12.3 Information on the receiving of considerations, due to TFFIF’s use of services provided by other parties (Soft/Hard dollar)

Conditions and rules on receiving considerations

The Management Companies may receive considerations for TFFIF from the party, which is a service provider, for the use of such party’s services in the management of TFFIF in form of Soft/hard dollar if the following rules are complied with:

(1) the received considerations must be assets with economic value and directly relate to the role of being a fund under the securities and exchange law; and

Thailand Future Fund 112

Annual Report 2020 (Form 56-REIT2)

(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 TFFIF;

In the allocation of the considerations to TFFIF under the management of the Management Companies, the Management Companies must perform fairly and consider the nature and class of TFFIF securities that may be available;

(3) there must be no conflict of interest with the benefit of TFFIF;

(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 it is professionally unethical except for the customary considerations provided by the service provider to the Management Companies or the Management Companies’ employees during festive periods. However, this must comply with the internal practice guideline of the Management Companies. Customers may request to examine this guideline at the Management Companies’ website.

TFFIF has not received soft/hard dollar in 2020.

Thailand Future Fund 113

Annual Report 2020 (Form 56-REIT2)

Part 4 Financial Results and Position

13. Material Financial Information

13.1. Financial Statements

TFFIF’s Financial Statements as ended on the 30th day of September 2020.

The Independent Auditor for TFFIF’s Financial Statement for the financial period ending on the 30th day of September 2020 is Ms. Suchada Tantioran, a Certified Public Accountant Registration No. 7138 of EY Office Limited. The summary of Independent Auditor Report is as follows:

The independent auditor has audited financial statements of Thailand Future Fund and is of the opinion that the financial statements as of the 30th day of September 2020 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 year ending on the same day of Thailand Future Fund in accordance with Thai Financial Reporting Standards.

Thailand Future Fund 114

Annual Report 2020 (Form 56-REIT2)

Schedule Summarising the Financial Statements of the TFFIF is as shown below:

Thailand Future Fund

Balance Sheet

As at 30 September 2020

Unit : THB 30 September 30 September 30 September 2020 2019 2018 Assets

Investment in the Revenue Transfer Agreement 52,907,000,000 53,166,000,000 - at fair value Investment in securities at fair value 376,570,959 482,802,910 879,680,499 Cash at bank 90,778,291 54,182,360 118,990,181 Account receivable from Revenue Transfer 12,438,319 26,207,012 - Agreement Interest receivable 61,086 192,358 2,299,123 Prepaid expenses 5,178,148 5,406,529 115,970 Deferred units issuance costs 316,407,611 611,077,326 149,408,757 Total assets 53,708,434,414 54,345,868,495 1,150,494,530 Liabilities Account payable and accrued expenses 12,318,047 14,718,653 128,536,905 Total Liabilities 12,318,047 14,718,653 128,536,905 Net assets 53,696,116,367 54,331,149,842 1,021,957,625 Net assets Fund registered 4,570,000,000 Investment Units of THB 9.9569 per unit 45,503,033,000 45,503,033,000 1,000,000,000 Capital from Unitholder 45,503,033,000 45,503,033,000 1,000,000,000 Retained earnings 8,193,083,367 8,828,116,842 21,957,625 Total net assets 53,696,116,367 54,331,149,842 1,021,957,625 Net assets : 11.7497 11.8886 10.2195 Number of units issued at the end of period 4,570,000,000 4,570,000,000 100,000,000 (units)

Thailand Future Fund 115

Annual Report 2020 (Form 56-REIT2)

Thailand Future Fund

Statement of income

For the year For the year For the period ended 30 ended 30 from 1 September September January 2018 Unit : THB 2020 2019 to 30 September 2018 Investment income Income from the Revenue Transfer Agreement 1,909,029,983 2,042, 182,008 - Interest income and other income 8,179,193 11,822,228 10,278,708 Total income 1,917,209,176 2,054,004,236 10,278,708 Expenses Management fee 46,354,005 36,985,557 149,658 Fund Supervisor fee 7,532,526 6,495,598 105,963 Registrar fee 4,605,050 5,585,458 344,130 Professional fee 2,335,629 2,248,305 661,718 Amortisation of deferred units issuance costs 294,669,715 271,321,568 - Other expenses 36,352,437 31,172,076 228,508 Total expenses 391,849,362 353,808,562 1,489,977 Net investment income 1,525,359,814 1,700,195,674 8,788,731

Net realised gain (loss) from investments 379,454 (1,958,927) 72,389 Net unrealised gain (loss) from investments (259,205,231) 8,355,983,344 (859,720) Total net gain (loss) on investments (258,825,777) 8,354,024,417 (787,331) Increases in net assets resulting from operations 1,266,534,037 10,054,220,091 8,001,400

Thailand Future Fund 116

Annual Report 2020 (Form 56-REIT2)

Thailand Future Fund

Statement of cash flows

For the year ended For the year ended For the period 30 September 2020 30 September 2019 from 1 January 2018 to 30 Unit : THB September 2018 Cash flows from operating activities Increase in net assets resulting from 1,266,534,037 10,054,220,091 8,001,400 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 (2,296,406,121) (2,434,620,484) (1,486,288,026) Sales of investments in securities 2,407,902,747 2,836,583,571 1,611,905,453 Net purchases and sales of investment in 111,496,626 401,963,087 125,617,427 securities Decrease (increase) in the accounts 13,768,693 (26,207,012) - receivable from the Revenue Transfer Agreement Decrease (increase) in interest receivables 131,272 2,106,765 (2,015,066) Decrease (increase) in prepaid expense 228.381 (5,290,559) (115,970) Amortisation of (increase in) deferred 294,669,715 271,321,568 (119,134,020) units issuance costs Increase (decrease) in accounts payable (2,400,606) 14,132,567 119,160,215 and accrued expenses Amortisation of discounts on investments (5,090,452) (6,061,080) (7,863,420) Net realised (gain) loss on investment (379,454) 1,958,927 (72,389) Net unrealised (gain) loss on investment 259,205,231 (8,355,983,344) 859,720 Net cash from (used in) operating 1,938,163,443 (42,458,838,990) 124,437,897 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 (1,901,567,512) (1,248,060,874) - Net cash from (used in) financing (1,901,567,512) 42,394,031,169 (7,819,237) activities Net increase (decrease) in cash at bank 36,595,931 (64,807,821) 116,618,660 Cash at bank at the beginning of 54,182,360 118,990,181 2,371,521 year/period Cash at bank at the end of year/period 90,778,291 54,182,360 118,990,181

Thailand Future Fund 117

Annual Report 2020 (Form 56-REIT2)

Thailand Future Fund

Significant financial information

For the year For the year For the period ended 30 ended 30 from 1 January September 2020 September 2019 2018 to 30 Unit : THB September 2018 Operating performance (per unit) Net asset value at the beginning of year/period 11.8886 10.2195 10.1395 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 (0.4161) (0.2731) - Income from investment operations Net investment income 0.3338 0.3720 0.0879 Net realised gain (loss) from investment 0.0001 (0.0004) 0.0007 Net unrealised gain (loss) from investment (0.0567) 1.8284 (0.0086) Total income from investment operations 0.2772 2.2000 0.0800 Net asset value at the end of year/period 11.7497 11.8886 10.2195 2.34% Ratio of increase in net assets from operations to 11.8886 23.04% 0.79% average net assets during the period (%)

Significant financial ratios and additional information Net assets at the end of year/period 53,696,116,367 54,331,149,842 1,021,957,625 Ratio of total expenses to average net assets during the period (%) 0.72% 0.81% 0.15% Ratio of total investment income to average net assets during the year/period (%) 3.54% 4.71% 1.01% Ratio of weighted average investment purchases and sales during the period to average net assets 0.06% 101.89% 304.21% during the year/period (%)* Average net assets during the period 54,109,875,954 43,632,081,271 1,018,452,623

* 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.

Thailand Future Fund 118

Annual Report 2020 (Form 56-REIT2)

14. Management Companies’ Discussion and Analysis

14.1. Analysis of 2020 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. 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 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 approval from the Ministry of Finance, in its capacity as the sole unitholder of TFFIF 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 year ended 30 September For the period from 1 January 2020 2019 2018 to 30 September 2018

THB Per THB Per THB Per centage centage centage Investment income Income from the Revenue 1,909,029,983 99.57 2,042,182,008 99.42% - - Transfer Agreement Interest income and other 8,179,193 0.43 11,822,228 0.58% 10,278,708 100% income Total income 1,917,209,176 100.00 2,054,004,236 100% 10,278,708 100% Expenses Management fee 46,354,005 2.42 36,985,557 1.80% 149,685 1.46% Fund Supervisor fee 7,532,526 0.39 6,495,598 0.32% 105,963 1.03% Registrar fee 4,605,050 0.24 5,585,458 0.27% 344,130 3.35% Professional fee 2,335,629 0.12 2,248,305 0.11% 661,718 6.44% Amortisation of deferred 294,669,715 15.37 271,321,568 13.21% - - units issuance costs Other expenses 36,352,437 1.90 31,172,076 1.52% 228,508 2.22% Total expenses 391,849,362 20.44 353,808,562 17.23% 1,489,977 14.50% Net investment income 1,525,359,814 79.56 1,700,195,674 82.77% 8,788,731 85.50% Net gain (loss) from 379,454 0.02 (1,958,927) (0.10%) 72,389 0.70% investments Net unrealised gain (loss) (259,205,231) (13.52) 8,355,983,344 406.81% (859,720) (8.36%) from investments Total net gain (loss) on (258,825,777) (13.50) 8,354,024,417 406.72% (787,331) (7.66%) investments Increase in net assets 1,266,534,037 66.06 10,054,220,091 489.49% 8,001,400 77.84% resulting from operations

Thailand Future Fund 119

Annual Report 2020 (Form 56-REIT2)

TFFIF’s operating results for the year 2020 from 1 October 2019 to 30 September 2020

TFFIF’s total income decreased by THB 137 million to THB 1,917 million or 6.67 per cent compared with 2019 due to the decrease in the revenue from the investment in the Revenue Transfer Agreement caused by the impact of COVID-19 and the Government’s lockdown measures in which working from home was encouraged and curfew was imposed to prohibit the use of expressways from 10.00 pm to 04.00 am starting from 3 April to 14 June 2020, including the Government’s policies to exempt toll collections for the Burapha Withi Expressway to facilitate the public during the New Year and Songkran holidays of 2020.

TFFIF’s total income comprised revenue of THB 1,909 million from the investment in the Revenue Transfer Agreement representing 99.57 per cent of the total income and interest income and other income of THB 8.18 million or 0.43 per cent of the total income.

TFFIF’s total expenses for the year 2020 are THB 392 million, representing 20.44 per cent of the total income, which is an increase by THB 38 million or 10.73 per cent from THB 354 million in 2019, representing 17.23 per cent of the total income. The increase was due to the increased expenses of TFFIF according to the asset value.

TFFIF’s income from investment for the year 2020 decreased by THB 175 million from THB 1,700 million in 2019 to THB 1,525 million or 79.56 per cent of the total income. The decrease was due to the decrease in the investment for the reasons discussed above.

As of 30 September 2020, TFFIF had an independent appraiser appraise the fair value of investments in the Revenue Transfer Agreement using the income approach. TFFIF has adjusted a new fair value of the investments to THB 52,907 million resulting in the unrealised loss of THB 259 million and an increase in net assets from operations for the year 2019 of THB 1,267 million.

TFFIF’s Financial Position

As of 30 September 2020, TFFIF’s total asset decreased by THB 638 million from THB 54,346 million as of 30 September 2019 to THB 53,708 million. Most assets of TFFIF comprise its investments in the Revenue Transfer Agreement at a fair value of THB 52,907 million representing 98.51 per cent of the total asset and investment in securities at a fair value of THB 377 million representing 0.70 per cent of the total assets. These investments are in the government bonds of the Bank of Thailand for the management of liquidity of TFFIF.

As of 30 September 2020, TFFIF’s total liabilities decreased by THB 3 million from THB 15 million as of 30 September 2019 to THB 12 million. Most liabilities comprise account payables and accrued expense.

As of 30 September 2020, TFFIF’s net asset value is THB 53,696 million or TH 11.7497 of value per investment unit. TFFIF’s retained earnings are THB 8,193 million.

14.1.2. Operations of TFFIF and factors which may have an effect in the future

(1) Overview of the Operations

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

Thailand Future Fund 120

Annual Report 2020 (Form 56-REIT2)

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 invested 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. As of 30 September 2020, the remaining term of the Revenue Transfer Agreement with respect to the Chalong Rat Expressway and the Burapha Withi Expressway is 28 years and 28 days.

The COVID-19 pandemic affected the traffic volume of the previous year particularly from April to June 2020 when the average traffic volume reduced on average by 33 per cent compared with the same period of 2019. The reduction was due to the lockdown measures for the COVID-19 pandemic. The impact may continue on the growth of traffic volume for the year 2021 or until normalisation of the situation. Also, exemptions from the toll collection during public holidays and substitution holidays by resolution of the Cabinet to boost the economy and to facilitate public transport has had an impact on the decrease in the income from the investmen in the Revenue Transfer Agreement.

(2) Profitability

In 2020, almost all of TFFIF’s income comes from the investment income from the Revenue Transfer Agreement amounting to THB 1,909 million, causing TFFIF’s income and average net asset value ratio from the investment to be 3.54 per cent and the total expenses to net asset value ratio to equal 0.72 per cent. In 2020, TFFIF has net loss from investment amounting to THB 259 million, causing the increase in TFFIF’s net asset from operation to interim net asset value by 2.34 per cent.

(3) Asset management ability

TFFIF’s total asset as of 30 September 2020 decreased by THB 638 million or 1.17 per cent from THB 54,346 million to THB 53,708 million mainly due to the decrease in the investment in the Revenue Transfer Agreement at fair value.

As of 30 September 2020, TFFIF’s investments at fair value were THB 52,907 million. The fair value was determined in relation to the investment in the Revenue Transfer Agreement by an independent appraiser who is a juristic person having the experience and expertise in appraising infrastructure assets. In 2020, the appraiser considered impact of COVID-19 and current uncertainties on the traffic volume which is based on the projection prepared by Chotichinda Consultants Company Limited. The period was delayed by one year to correspond with the current fact (the Report on Traffic Volume for the Chalong Rat Expressway and the Burapha Withi Expressway by Chotichinda Consultants Company Limited, dated 23 August 2018). TFFIF will have the appraisal done every year for the purposes of financial statements or when there is a change which may materially affect investments of TFFIF. A change to the fair value of investments in the Revenue Transfer Agreement will be recognised as an unrealised gain or loss in the Statement of Income.

Thailand Future Fund 121

Annual Report 2020 (Form 56-REIT2)

(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

As of the 30th day of September 2020, TFFIF has made paid distribution to Unitholders of THB 1,902 million.

As of the 30th day of September 2020, TFFIF has cash and cash at bank of THB 90.78 million.

(5) TFFIF’s Distribution Payment

In 2020, TFFIF’s net investment income is THB 1,525 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 for the year ended 30 September 2020. Details are as follows:

Distribution of Dividends

TFFIF announced 4 payments of dividends from the 2020 operating results, totaling THB 0.3980 per Unit, amounting to the total of THB 1,819 million. The details are as follows:

No. Performance Period Dividend (THB) Book Dividend Amount Per Unit Closing Payment Date Date 1 1 Oct 19 – 31 Dec 19 531,491,000 0.1163 2 Mar 20 16 Mar 20 2 1 Jan 20 – 31 Mar 20 471,624,000 0.1032 1 Jun 20 16 June 20 3 1 Apr 20 – 30 Jun 20 352,347,000 0.0771 31 Aug 20 16 Sept 20 4 1 Jul 20 – 30 Sept 20 463,398,000 0.1014 4 Dec 20 21 Dec 20

Return of Capital by Capital Reduction

For 2020, TFFIF has not announced to reduce capital by reduction in value of units.

14.2. Future Factors or Events that may Affect TFFIF

The traffic volume of the Initial Expressway may change, depending on various factors.

TFFIF invested in the Revenue Transfer Agreement. Therefore, 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.

Thailand Future Fund 122

Annual Report 2020 (Form 56-REIT2)

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.

The COVID-19 pandemic is now expanding causing an economic slowdown and an impact on both the business and the industry. The continued impact of COVID-19 causes uncertainties in and impact on traffic volume including TFFIF’s overall operations.

Also, the Government’s policies of economic boost and policies to facilitate transport of the public by exempting toll collection during public holidays and substitution holidays on the Burapha Withi Expressway during public holidays and substitution holidays could have a possible impact on the decrease of the traffic volume and accordingly the revenue from investment in the Revenue Transfer Agreement.

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 TFFIF Supervisor for Thailand Future Fund, is of the opinion that for the period from the 1st day of October 2019 to the 30th day of September 2020, 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 to comply 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 2020 (Form 56-REIT2)

Thailand Future Fund 124

Annual Report 2020 (Form 56-REIT2)

Schedule 1

Auditor’s Report and Financial Statements

Thailand Future Fund

Annual Report 2020 (Form 56- REIT2)

Schedule 2

Material Details of the Fund Scheme

Thailand Future Fund 1 Annual Report 2020 (Form 56- REIT2)

Information Summary

Infrastructure Fund Project of Thailand Future Fund (TFFIF)

This Information summarizes only material information of the fund scheme (the “Fund Scheme”) and /or prospectus of Thailand Future Fund in relation to the public offering of the investment units (the "Prospectus") without providing exhaustive details of the Fund Scheme and/or the Prospectus. Unitholders are advised to consider this Information Summary in conjunction with the Fund Scheme and/or the Prospectus which should be used as a reference when making an investment decision in relation to the investment units. 1) Name of 1. Krungthai Asset Management Public Company Limited Management Companies 2. MFC Asset Management Public Company Limited 2) Location of 1. Krungthai Asset Management Public Company Limited Management Companies 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 2. 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 3) Listing Date October 31, 2018 (trading commencement is on October 31, 2018) 4) Type of Number of investment units: 4,570,000,000 units (Par value per unit: THB 10) Listed Securities Total value: THB 45,700,000,000 5) Secondary Stock Exchange of Thailand (SET) Market 6) Project Background 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: (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 (e) TFFIF will support the development of the capital market of Thailand by providing an investment alternative. Krungthai Asset Management Public Company Limited and MFC Asset Management Public Company Limited obtained approval from the Office of the Securities and Exchange Commission (the "Office of the SEC") to establish and manage TFFIF on October 25, 2016 and the registration of the initial assets of TFFIF was made on November 24, 2016. On October 5, 2018, TFFIF was approved to increase its registered capital.

Thailand Future Fund 2 Annual Report 2020 (Form 56- REIT2)

7) Registration On November 24, 2016, the initial capital THB 1,000,000,000, divided into of the Initial 100,000,000 investment units each at a par value of THB 10. Assets of TFFIF 8) Date of On October 26, 2018, the capital increase of THB 44,700,000,000 (divided into Registration 4,470,000,000 units each at a par value of THB 10) was registered, totaling the of Capital registered capital of THB 45,700,000,000, divided into 4,570,000,000 units, each at Increase a par value of THB 10 9) Date of October 29, 2018 Investment in the Initial Infrastructure Assets 10) Project A closed-end infrastructure fund that offers investment units to general investors. Description Unitholders will not be able to sell their investment units back to the Management Companies. 11) Project Life TFFIF has indefinite term. However, the Revenue Transfer Agreement in accordance with which TFFIF will use the proceeds from the offering to invest in the right to the Transfer Revenue has a term of 30 years from October 29, 2018 which is the date on which the right to the Transfer Revenue is transferred in accordance with the Revenue Transfer Agreement. 12) Use of TFFIF will use the proceeds from the offering to invest mainly in the infrastructure Proceeds business to generate revenue and continued growth in returns on investment for TFFIF in order to make regular distributions to unitholders, and to invest in other assets, securities and/ or instruments in which TFFIF may invest in accordance with the Securities and Exchange Act, B.E. 2535 (as amended) (the "SEC Act"), the notifications of the Securities and Exchange Commission, the notifications of the Office of the Securities and Exchange Commission, including circular letters, relaxation letters, clarification letters, approval letters, rules, regulations and any other documents (including any criteria and exemption) having the force of law issued by virtue of the SEC Act and/or other relevant laws relating to the establishment and management of TFFIF (the "Securities Law"). The initial infrastructure assets to be invested by TFFIF are the right to the Transfer Revenue from the existing routes of the initial expressways which TFFIF will invest in including: (i) the Chalong Rat Expressway and (ii) the Burapha Withi Expressway (collectively, the "Initial Expressways"). 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.

13) Investment Policy 1. Initial Infrastructure Assets of TFFIF 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.

2. Core Investment - Additional Assets

Thailand Future Fund 3 Annual Report 2020 (Form 56- REIT2)

In addition to TFFIF's investment in the initial infrastructure assets which consist of the right to the Transfer Revenue under the Revenue Transfer Agreement, the Management Companies may, on behalf of TFFIF, invest in other infrastructure businesses by acquiring infrastructure assets as permitted by the Securities Law and in accordance with the Fund Scheme.

3. Non-Core Investment - Other Permitted Investments in Securities or Other Assets In addition to the core investment as specified above, TFFIF may invest in non-core investments and other investments in accordance with the Securities Law and as the SEC, the Office of the SEC or the Capital Market Supervisory Board may approve or announce in any amendment or addition to the categories or characteristics of the permitted investment in securities or assets or other means of generating income.

4. Asset Characteristics 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, TFFIF will receive a reduced share of the portion of the Net Toll Revenue which exceeds the Projected Net Project Revenue, in accordance with 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 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 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 Initial Expressways were constructed and are operated and maintained by EXAT. EXAT is a state-owned enterprise established in 1972 under the supervision of the Ministry of Transport. EXAT currently operates, solely or in collaboration with concessionaires, eight expressways (including the Initial Expressways) covering an aggregate length of 224.6 km (collectively, the "EXAT Expressways") in addition to three expressway links in Bangkok, its vicinity and other provinces in the east of Thailand. 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.

Details of the Initial Expressways can be summarized as follows:

Thailand Future Fund 4 Annual Report 2020 (Form 56- REIT2)

Average daily traffic Capacity(2) per volume,(1) for day, for Toll financial year financial year Stations as Toll Lanes as ended ended Length of June of June 30, September September 30, Expressway Landmarks Passed (km) 30, 2018 2018 30, 2017 2017 Chalong Rat Commercial districts at Lat 28.2 16 6 221,925 350,000 Expressway Phrao District, Rama IX road, Ramkhamhaeng road

Burapha Withi Ramkhamhaeng University 55.0 20 6 147,539 360,000 Expressway (Bang Na campus), Assumption University (Bang Na Campus) Huachiew Chalermprakiet University, Megacity Bang Na, Suvarnabhumi International Airport, Mueang Mai Bang Phli, Bang Pakong Power Plant, and Amata Nakorn Industrial Estate Total 83.2 36 369,464 710,000

Notes:

(1) Average daily traffic volume (vehicles/day) equals annual traffic volume (vehicles/year) divided by the number of days in the relevant financial year.

(2) Capacity is derived from the report on the projected traffic volume of the Traffic Consultant, which is calculated taking into consideration (i) 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 (ii) the theoretical capacity, in accordance with the highway capacity manual standard, referred to in the highway capacity manual which provides a metric of 2,300 Passenger Car Unit per hour in each traffic lane. Capacity is deemed to be maximized when more than half of the total number of all sections on the expressways have a volume to capacity ratio of 1.00 or higher during peak hours (inbound or outbound). This capacity calculation is based on the current expressway structures and is dependent upon other factors, such as traffic management and motorists' behavior (and therefore could change in the future according to changes in motorists' behavior). EXAT uses two types of toll collection systems for the Initial Expressways: an "open" system for the Chalong Rat Expressway and a "closed" system for the Burapha Withi Expressway. Under an open system expressway, motorists are charged a fixed toll rate according to the category of vehicle regardless of distance traveled. Under a closed system, motorists are charged a toll rate based on the distance traveled and the category of vehicle. For the Burapha Withi Expressway, motorists are required to pay (1) tolls for distance traveled 20 kilometers or less according to the fixed rate of tolls for each type of vehicle; or (2) tolls for distance traveled more than 20 kilometers according to the toll rates for each type of vehicle and according to distance traveled. When using the Burapha Withi Expressway, motorists passing manual toll booths are required to collect an identification card from the toll collector. Data regarding the category of vehicle, name of toll station, date and time that the motorist entered the entry point is recorded on this identification card, or on the Easy Pass, for use in calculation of tolls at the exit point. 5. Revenue Structure and Operating Result 5.1 Financial information and operating results of the Initial Expressways

Thailand Future Fund 5 Annual Report 2020 (Form 56- REIT2)

The audited historical statements of tolls derived from the Initial Expressways for the financial years ended September 30, 2015, 2016 and 2017 have been audited by EY Office Limited (the "Auditor"). The unaudited historical statements of tolls derived from the Initial Expressways for the nine months ended June 30, 2017 and 2018 have been reviewed but not audited by the Auditor. The following table sets forth, for the periods indicated therein, the breakdown of the tolls from the Initial Expressways:

(THB in million) Financial Year ended September 30, Nine months ended June 30, 2015 2016 2017 2017 2018 Toll revenue 4,345.4 4,473.7 4,672.3 3,449.7 3,592.9 VAT 304.2 313.2 327.1 241.5 251.5 Tolls 4,649.6 4,786.9 4,999.4 3,691.2 3,844.4

The following table sets forth, for the periods indicated therein, the breakdown of the tolls from the Chalong Rat Expressway:

(THB in million) Financial Year ended September 30, Nine months ended June 30, 2015 2016 2017 2017 2018 Toll revenue 2,428.7 2,624.4 2,727.1 2,017.2 2,111.9 VAT 170.0 183.7 190.9 141.2 147.8 Tolls 2,598.7 2,808.1 2,918.0 2,158.4 2,259.7

The following table sets forth, for the periods indicated therein, the breakdown of the tolls from the Burapha Withi Expressway:

(THB in million) Financial Year ended September 30, Nine months ended June 30, 2015 2016 2017 2017 2018 Toll revenue 1,916.7 1,849.3 1,945.2 1,432.5 1,481.0 VAT 134.2 129.5 136.2 100.3 103.7 Tolls 2,050.9 1,978.8 2,081.4 1,532.8 1,584.7

5.2 Unaudited Pro Forma Financial Information of TFFIF The following tables present TFFIF's unaudited pro forma financial information for the financial year ended September 30, 2017 and for the nine months ended June 30, 2018. Such unaudited pro forma financial information should be read in conjunction with the unaudited pro forma financial information included elsewhere in the Prospectus.

The pro forma financial information have been compiled in accordance with the basis set out in Note 3 to the notes to the unaudited pro forma financial information of TFFIF included in Annex 4 of the Prospectus, and are drawn up based on accounting policies as described in Note 5 to the notes to the unaudited pro forma financial information of TFFIF included in Annex 4 of the Prospectus that are expected to be used for the reporting of TFFIF's historical financial information for the corresponding period in accordance with accounting standards enunciated under the Accounting Professions Act B.E. 2547, except as described in Note 3 and Note 5 to the notes to the unaudited pro forma financial information of TFFIF included in Annex 4 of the Prospectus. Their presentation has been made in accordance with the format specified in Thai Accounting Standard No. 106 "Accounting for Investment Business".

TFFIF's unaudited pro forma financial information has been prepared for illustrative purposes only. The pro forma financial information has been prepared as if the establishment of TFFIF and the transfer

Thailand Future Fund 6 Annual Report 2020 (Form 56- REIT2)

of the Transfer Revenue under the Revenue Transfer Agreement had become effective on October 1, 2016, and is based on certain assumptions after making certain adjustments, to show: 1. the operational results of TFFIF for the financial year ended September 30, 2017 and the nine months ended June 30, 2018; and 2. the cash flows of TFFIF for the financial year ended September 30, 2017 and the nine months ended June 30, 2018 For more information, see Note 3 to the notes to the unaudited pro forma financial information included in Annex 4 of the Prospectus. The objective of the unaudited pro forma financial information is to illustrate what the material impacts on the pro forma operating results and cash flows of TFFIF might be at the specified date, on the basis described above. However, the unaudited pro forma financial information is not necessarily indicative of the actual operating results and cash flows that would have been attained by TFFIF on the specified date. The unaudited pro forma financial information, because of its nature, may not give a true picture of TFFIF's actual operating results, and cash flows. See Note 4 of the unaudited pro forma financial information of TFFIF included in Annex 4 of the Prospectus for the key adjustments and assumptions made for the preparation of the unaudited pro forma financial information. Investors should note that the unaudited pro forma financial information included elsewhere in the Prospectus was not prepared in connection with an offering registered with the United States Securities and Exchange Commission under the Securities Act of the United States and is consequently not intended to be compliant with the United States Securities and Exchange Commission's rules and regulations on presentation of pro forma financial information. Also, the Auditor's assurance engagement to report on the compilation of unaudited pro forma financial information has not been carried out in accordance with attestation standards generally accepted in the United States or other jurisdictions (other than Thailand) and accordingly should not be relied on as if they had been carried out in accordance with those standards.

Thailand Future Fund 7 Annual Report 2020 (Form 56- REIT2)

Unaudited Pro Forma Statements of Income

For the financial year ended For the nine months September 30, 2017 ended June 30, 2018 (THB in million) Investment income Income from the investment in the Revenue Transfer Agreement 2,045 1,573 Interest income 3 2 Total income 2,048 1,575 Expenses Management fee 42 31 Trustee fee 7 5 Registrar fee 5 4 Professional fees 4 3 Insurance expenses 29 23 Other expenses 14 10 Amortization of deferred unit issuance costs 332 249 Total expenses 433 325 Net investment income 1,615 1,250 Unaudited Pro Forma Statement of Cash Flow

For the financial year ended For the nine months September 30, 2017 ended June 30, 2018 (THB in million) Cash flows from operating activities Net investment income 1,615 1,250 Adjustments to reconcile the net investment income to net cash provided by (paid from) operating activities: Acquisition of investment in the Revenue Transfer Agreement (47,662) - Increase in receivables (11) (0) Increase in prepaid expenses - (10) Increase in accounts payable and accrued expenses 5 0 Amortization of deferred unit issuance costs 332 249 Net cash from (used in) operating activities (45,721) 1,489 Cash flows from financing activities Proceeds from paid-in capital from unitholders 48,657 - Payments of the unit issuance costs (995) - Dividends paid (1,211) (1,242) Capital reduction (249) (249) Net cash from (used in) financing activities 46,202 (1,491) Net increase (decrease) in cash at bank 481 (2) Cash at bank at beginning of period - 481 Cash at bank at end of period 481 479

5.3 Profit and Cash Flow Projections of TFFIF Statements contained in this section that are not historical facts may be forward-looking statements. Such statements are based on the assumptions set forth in Annex 5 of the Prospectus and are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by TFFIF, the Management Companies, EXAT, any of the initial purchasers, the Thai lead underwriters, the Fund Supervisor including their affiliates or any other person, nor that these results will be achieved or are likely to be achieved. See Clause 6. "Risk Factors of TFFIF Relating to Investment" of the Prospectus. Investors in

Thailand Future Fund 8 Annual Report 2020 (Form 56- REIT2)

the investment units are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Prospectus. The following tables set forth the projected statement of income and statement of cash flows for TFFIF for the financial year ending September 30, 2019, as extracted from the "Profit and Cash Flow Projections of TFFIF and the Auditor's Report" included in Annex 5 of the Prospectus. The financial year- end of TFFIF is September 30 of each year (which was changed from a financial year-end of December 31). TFFIF's first accounting period after such change of financial year was from January 1, 2018 to September 30, 2018. The Auditor has not delivered any form of assurance in respect of the profit and cash flow projections of TFFIF in connection with the offering of investment units. The Office of the SEC does not provide any guidelines on the preparation of projected financial information. Accordingly, prospective investors should rely on the profit and cash flow projections of TFFIF included herein with care. The profit and cash flow projections of TFFIF for the financial year ending September 30, 2019 included in the Prospectus has been prepared by the Management Companies based on accounting policies described in the notes to the "Thailand Future Fund report and unaudited profit and cash flow projection for the financial year ending September 30, 2019" included in Annex 5 of the Prospectus that are expected to be used for the reporting of TFFIF's financial information for the corresponding period in accordance with accounting standards enunciated under the Accounting Professions Act B.E. 2547. Actual income from investment in the Revenue Transfer Agreement and cash flows will not begin to accrue until the transfer and acceptance of the right to the Transfer Revenue becomes effective. Therefore, actual amounts of income from investment in the Revenue Transfer Agreement and cash flows that will accrue will differ from the income from investment in the Revenue Transfer Agreement and cash flow in the profit and cash flow projections of TFFIF. In addition, the profit and cash flow projections of TFFIF have not been updated for events which have taken place since the date of the Prospectus. The Management Companies do not intend to furnish any updated or revised profit and cash flow projections. Prospective investors should review the profit and cash flow projections of TFFIF contained in the Prospectus in conjunction with the description of TFFIF's business and the other information contained in the Prospectus, including the information set forth in Clause 6. "Risk Factors of TFFIF Relating to Investment" of the Prospectus. Information in this section is necessarily based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and risks, many of which are beyond the control of the Management Companies, and upon assumptions with respect to future business decisions which are subject to change. Accordingly, the Management Companies cannot provide any assurance that these results will be realized. The prospective financial information presented in the Prospectus may vary materially from actual results. The Management Companies make no representation that these results will be achieved. Investors should consider this information carefully. See Clause 6.1.5 of the Prospectus "Risk Factors − Risks Relating to the Organization, Management and Structure of TFFIF − The assumptions in "Profit and Cash Flow Projections of TFFIF and the Auditor's Report" are inherently uncertain, may not to actually occur, and are subject to significant business, economic, financial, regulatory and competition risks and uncertainties, and the actual results of operations of TFFIF may be materially different from the expectations expressed or implied in the financial projections." Investors in the Investment Units should read the whole "Profit and Cash Flow Projections of TFFIF and the Independent Auditor's Report" section together with the "Thailand Future Fund report and unaudited profit and cash flow projection for the year ending September 30, 2019" included in Annex 5 of the Prospectus.

Thailand Future Fund 9 Annual Report 2020 (Form 56- REIT2)

5.3.1 Projected Statement of Income

Projected financial year ending September 30, 2019(1) (THB in million) Investment income Income from the investment in the Revenue Transfer Agreement 2,268 Interest income 4 Total income 2,272 Expenses Management fee 42 Trustee fee 7 Registrar fee 5 Professional fees 4 Insurance expenses 29 Other expenses 14 Amortization of deferred unit issuance costs 332 Total expenses 433 Net investment income 1,839

Projected amount available for distribution to unitholders for the financial year ending September 30, 2019 (THB in million) Projected dividend from net profit 1,839 Projected distributions from excess due to amortization of deferred 332 issuance costs Projected amount available for distributions to unitholders 2,171 Sum of initial capital and capital increase from the Combined Offering 45,700 Projected Distributions rate to unitholders for the financial year ending September 30, 2019 Projected dividend yield from net profits 4.02% Projected distributions rate from excess liquidity due to amortization of 0.73% deferred unit issuance costs Projected distributions rate available to unitholders(2) 4.75%

Notes:

(1) Financial year from October 1, 2018 until September 30, 2019. (2) The Profit and Cash Flow Projection does not include the effect of changes in fair value measurement of the investment subsequent to the initial recognition of the investment, even though under the accounting policies that will be adopted by TFFIF in the future on reporting financial information in the investment is to be measured at fair value at each reporting date and adjustments for any changes in fair value reported through profit or loss. The Management Companies believe that there is no reliable basis to make fair value revaluation of the investment for the future period for the purpose of preparing the Profit and Cash Flow Projection. The expected distributions rate available to unitholders for the financial year ending September 30, 2019 are calculated based on the sum of the initial capital and the capital increase from the offering. The assumed distribution ratio is 100.0% of the adjusted net profit and is based on the assumption of amortization of deferred issuance costs for three years in accordance with the relevant accounting policy. The actual dividend, distributions or the amortization of such costs may differ from the above projection.

Thailand Future Fund 10 Annual Report 2020 (Form 56- REIT2)

5.3.2 Projected Statement of Cash Flows

Projection financial year ending September 30, 2019(1) (THB in million) Cash flows from operating activities Net investment income 1,839 Adjustments to reconcile the net investment income to net cash provided by (paid from) operating activities: Acquisition of investment in the Revenue Transfer Agreement (47,662) Increase in receivables (11) Increase in accounts payable and accrued expenses 5 Amortization of deferred unit issuance costs 332 Net cash used in operating activities (45,497) Cash flows from financing activities Proceeds from paid-in capital from unitholders 47,657 Payments of the unit issuance costs (970) Dividend Paid (1,353) Capital reduction (249) Net cash from financing activities 45,085 Net decrease in cash at bank (412) Cash at bank at beginning of period 997 Cash at bank at end of period 585

Note:

(1) Financial year from October 1, 2018 until September 30, 2019. The Projected Statements of Income and of Cash Flows for the financial year ending September 30, 2019 are prepared on the basis of material assumptions in Annex 5 of the Prospectus. Investors in investment units should consider these assumptions including the Projected Statements of Income and of Cash Flows and make their own assessment of the future performance of TFFIF. Please consider "Profit and Cash Flow Projections of TFFIF and the Auditor's Report of TFFIF and the Auditor's Report" in Annex 5 of the Prospectus.

6. Asset Value and Appraisal Value The table below summarizes the valuation of the right to the Transfer Revenue from the existing routes of each of the Initial Expressways as determined by two independent appraisers (American Appraisal (Thailand) Ltd. (AATL) and 15 Business Advisory Limited (15 Biz)). Value of the Right to the Transfer Revenue from the Existing Routes of the Initial Expressways (THB) AATL 15 Biz Chalong Rat Expressway 27,143,000,000 24,852,000,000 Burapha Withi Expressway 26,218,000,000 23,805,000,000

Total 53,361,000,000 48,657,000,000

Notes:

Thailand Future Fund 11 Annual Report 2020 (Form 56- REIT2)

(1) Both independent appraisers adopted the income approach in carrying out the appraisal and discounted the cash flows generated by the initial infrastructure assets at the relevant discount rate to arrive at the present value of the projected cash flows. The discount rate reflects the rate of return for associated risks according to the cash flow structure of TFFIF. (2) The appraisal date is October 1, 2018 and the projection period is from October 1, 2018 until September 30, 2048.

Opinion from the Management Companies and Financial Advisors The Management Companies and the Financial Advisors have considered and analyzed the information in the appraisal reports and the information and assumptions they have gathered from interviewing and inquiring the two Independent Appraisers, namely, AATL and 15 Biz. Both Independent Appraisers are experts and have experience in asset appraisal. The Management Companies and the Financial Advisors believe that the appraisal reports are appropriate because they are prepared using the methods that are suitable for the characteristics of the Initial Infrastructure Assets, consisting of the rights to the Transfer Revenue from the existing routes of the Initial Expressways in accordance with the Revenue Transfer Agreement for a term of 30 years and the discount rate assumptions are reasonable and in line with current market conditions.

The projections of the Transfer Revenue by the two Independent Appraisers are based on the projected traffic volume and projected tolls from the existing routes of the Initial Expressways prepared by the Traffic Consultant. The Traffic Consultant is an independent advisor and has experience in advising infrastructure businesses especially businesses relating to toll roads, the rail transit system and the mass transit system. In carrying out the study of the projected traffic volume and projected tolls, the Traffic Consultant referred to the assumption of toll rates set out in the Revenue Transfer Agreement which have been calculated based on the Consumer Price Index ("CPI") for Bangkok and its vicinity. The Traffic Consultant studied the historical traffic volume of the Initial Expressways and projected the traffic volume and tolls from the existing routes of the Initial Expressways throughout the Grant Period (as defined in the Revenue Transfer Agreement). The projection is in line with the traffic model of people who live in Bangkok, its vicinity, and the Study Area, and takes into consideration other information, such as historical traffic volume data, the historical growth of traffic volume and toll rates, motorists' behavior in the past, the capacity of the Initial Expressways, the projected macro-economic factors and demographics, and the development and operation commencement plan as well as the capacity of connecting roads and other traveling alternatives. Both Independent Appraisers carried out the appraisal of the Transfer Revenue using the income approach and the discounted cash flow method by applying the relevant discount rate to the projected cash flows to be received each year (calculated from a share of 45.0% in the projected tolls collected from the existing routes of the Initial Expressways prepared by the Traffic Consultant after deduction of an amount equal to the VAT at the assumed rate of 10.0% according to the method set out in the Revenue Transfer Agreement without deducting any operational or capital expenditure) in accordance with the Revenue Transfer Agreement for a term of 30 years. The Management Companies and the Financial Advisors believe that this method is suitable for the type of the Initial Infrastructure Assets which consists of cash flow from the future Transfer Revenue. The method can reflect the fair value of the Transfer Revenue because it takes into consideration the growth of the Transfer Revenue and cash flow for the limited duration set out in the Revenue Transfer Agreement.

The Independent Appraisers used discount rates of 7.0% - 7.5% which are in line with the current market conditions. As part of the discount rate analysis, both Independent Appraisers took into consideration risks of EXAT and the Transfer Revenue in comparison with the infrastructure funds and companies listed on both the SET and on foreign stock exchanges that currently operate same or similar businesses. The Management Companies and the Financial Advisors did not find anything in the review of the assumptions of the Independent Appraisers that would cause them to believe that the principal assumptions used in the appraisal were not reasonable. However, the opinions of the Management Companies and the Financial Advisors are based on the current environment of business operations and economic conditions. Any changes

Thailand Future Fund 12 Annual Report 2020 (Form 56- REIT2)

in the future including other factors which are beyond EXAT's control which may not be as projected could cause the actual operating results to be different from the assumptions and could result in changes to the opinion of the Management Companies and the Financial Advisors in the future.

7. Provision for Benefits of the Asset 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.

Furthermore, if an investment is made by methods described under item (a) or (b) of the definition of "Infrastructure Assets" under the Notification of the Capital Market Supervisory Board No. Tor Nor. 1/2554 Re: Rules, Conditions and Procedures of Establishment and Management of Infrastructure Fund (the "Tor Nor. 1/2554"), TFFIF will be required to enter into an agreement with a third party operator to assign the right to the infrastructure businesses or to engage such third-party operator to operate the infrastructure businesses, given that TFFIF, as an infrastructure fund, is prohibited from operating infrastructure businesses pursuant to the Tor Nor. 1/2554. If TFFIF engages a third-party operator, the Management Companies must comply with the requirements and criteria as set out in the securities law, the Fund Scheme and the Prospectus.

8. Target Customers of Assets N/A

9. Distribution Channels of Assets N/A

10. Sources of Supply N/A

11. Market Competition Bangkok commuters have limited choices for commuting within the city. Although Bangkok streets are often very congested, resulting in long commute times, road transport (which includes private cars, motorcycles, buses, taxis, vans, and tuk-tuks) remains the most popular mode of transport in Bangkok, contributing approximately 95.0% of total traffic volume in Bangkok and its vicinity in 2016. A significant proportion of travel by private cars, taxi as well as buses involved the use of toll roads due to the high level of congestion in Bangkok. This is mainly due to the lack of quality alternatives. While other alternatives such as boats, skytrains, subways, or trains may provide faster services, their network coverage is limited only to selected destinations within Bangkok. The existing mass rail transit system covers only five routes: (1) the BTS Silom line, (2) the BTS Sukumvit line, (3) the MRT Blue line, (4) the Airport Rail Link, and (5) the MRT Purple line. These five mass rail transit systems cover a combined distance of only 117.3 kilometers and mainly cover Bangkok's central area and the Suvarnabhumi International Airport. In addition to the existing mass rail transit system, several railway lines are currently under construction which could be alternatives for the users of the Initial Expressways. For example, the Grey line, a new MRT line which may directly impact the traffic on the Chalong Rat Expressway as both routes generally

Thailand Future Fund 13 Annual Report 2020 (Form 56- REIT2)

connect the same areas. The public tender process for selecting contractors for the MRT Grey line is ongoing and operations are only expected to begin in 2022. This timeline is tentative and subject to delays, the Cabinet's approval and the allocation of a budget. Cabinet approval and the budget allocation could potentially be changed by subsequent Governments. Given that the MRT Grey line is not expected to commence operations before 2022, the impact of the MRT Grey line on traffic volume on the Chalong Rat Expressway is unlikely to be significant in the short term.

It is expected that the new MRT projects will divert part of the traffic volume from users of buses and other modes of transportation rather than decrease the number of motorists using private modes of transportation such as cars, taxis or motorcycles. Although some other factors that affect travel decisions such as an increase in automobile tax and limitations on car park areas may reduce demand for and convenience of private modes of transportation, based on their study, Office of Traffic and Transport Policy and Planning expects that private vehicle owners, unlike motorcycle or taxi owners, are less likely to be impacted by such measures and such measures would not reverse the trend of transportation by cars representing an increasing share of traffic volume. Motorists may choose among the Initial Expressways and other toll roads and may even use other modes of transportation to reach their destination. Due to the highly built-up nature of Bangkok and its vicinity, new or alternative roads in the area may reduce traffic of the Initial Expressways. Furthermore, motorists may choose to travel on roads other than the Initial Expressways due to their familiarity or cost considerations. For instance, the National Highway Route 34 (Bangna - Bang Pakong) which runs parallel to the Burapha Withi Expressway, any new roads, including toll roads, special highways (motorway) and EXAT’s other expressways which are planned or proposed to be constructed may also reduce traffic of the Initial Expressways.

12. Summary of Revenue Transfer Agreement The summary of the material terms and conditions of the Revenue Transfer Agreement is as follows:

Items Description

Transfer Revenue Transfer Revenue will be equal to 45% of the Net Toll Revenue (the Net Toll Revenue will be the tolls collected from the existing routes of the Initial Expressways net off the higher between: (a) 10.0%, or (b) the actual VAT rate applicable to the toll rates in accordance with details provided under the Revenue Transfer Agreement)

Grant Period 30 years from the Transfer Date(1)

Incentive Scheme If the Net Toll Revenue for any financial year is higher than the Projected Net Toll for EXAT Revenue(2) for that financial year, TFFIF will receive a reduced share of the portion of the Net Toll Revenue which exceeds the Projected Net Toll Revenue.

EXAT's Key . Collect and transfer the Transfer Revenue to TFFIF daily starting from the Responsibilities 2nd business day after the Transfer Date(1) . Deliver relevant daily and monthly reports(3) to TFFIF for monitoring and reconciliation (if any)

. Operate and maintain Initial Expressways according to EXAT’s relevant standards at its own expense.

No Competing EXAT undertakes not to construct expressways having similar usage and routes Roads alongside the Initial Expressways as long as it is in compliance with the Government’s policy.

Thailand Future Fund 14 Annual Report 2020 (Form 56- REIT2)

No Concession or . EXAT must not grant concessions or any similar rights related to Initial Any Other Rights Expressways . EXAT must not do any act that may adversely affect TFFIF’s rights under the RTA, unless obtained TFFIF’s prior written consent

Events of Default . EXAT fails to remit, or to fully remit, the Transfer Revenue, within three business days from the due date under the Revenue Transfer Agreement except in case where such default is caused by failure of money transfer system or any payment system that is beyond the control of EXAT;

. EXAT fails to perform its obligations in accordance with any terms and conditions under the Revenue Transfer Agreement within seven business days from the date of its receipt of a written notice, except if such failure can be proved as having been caused by force majeure under the law. . EXAT ceases or suspends the management and the provision of services of the Initial Expressways without justifiable reason for a period of more than three days.

Notes: (1) Transfer Date means the first day on which TFFIF is entitled to the Transfer Revenue pursuant to the terms and conditions under the Revenue Transfer Agreement, which is October 29, 2018; (2) Projected Net Toll Revenue is based on traffic forecast prepared by the Traffic Consultant (on assumption that toll rates will be adjusted every 5 years according to Revenue Transfer Agreement);

(3) Daily reports will be available for Chalong Rat Expressway only, while monthly reports will be available for both Initial Expressways. Please see Annex 1 of this Information Memorandum for more detailed summary of the Revenue Transfer Agreement.

13. Future Investment (if any) The Management Companies intend to identify, evaluate and selectively pursue value-enhancing investment and acquisition opportunities with attractive cash flow generation characteristics and long-term distribution growth potential. For example, in the proposal to establish TFFIF which was approved by the Cabinet of Thailand, it is noted that two projects of the Department of Highways ("DOH") have the potential for future investment by TFFIF, namely Bangkok - Baan Chang Highway No.7 and Bangkok Outer Ring Road Highway No. 9. The Management Companies seek to adhere to 'TFFIF's investment mandate by only undertaking investments or acquisitions on a selective basis which they believe will be value-enhancing to TFFIF's portfolio. In the event that TFFIF pursues investment and acquisition opportunities, the Management Companies will also seek to implement efficient financing structures to optimize risk-adjusted returns to unitholders.

14. Prevention of Conflict of Interest 14.1 General Requirements

The conditions and requirements for entering into related party transactions under the Office of the SEC and the Capital Market Supervisory Board regulations are:

Thailand Future Fund 15 Annual Report 2020 (Form 56- REIT2)

(a) in entering into the related party transactions with respect to the infrastructure assets, the Management Companies shall comply with the regulations regarding actions which may cause conflict of interest in managing the fund;

(b) related party transactions with respect to the infrastructure assets shall be undertaken with a fair price; (c) any person who has interest in the related party transactions to be entered into with respect to the infrastructure assets shall not participate in approving such transaction; and (d) any expenses incurred in connection with the related party transactions with respect to the infrastructure assets shall be a fair and appropriate rate.

14.2 Required Resolutions from Unitholders In entering into the following related party transactions, in addition to the requirements set out above, a resolution from the Unitholders is required in accordance with the Securities Law and the requirement about unitholders' resolutions: (a) 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 organizations according to the law for establishment of government organization 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;

(b) 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 (c) if such related transaction is an agreement, consent or vote so that the company in which TFFIF is invested pursuant to item (e) of the definition of "Infrastructure Assets" under the Tor. Nor. 1/2554 enters into the arrangement as set out in (a) or (b) above with the related person. 14.3 Related Party Transaction Policies

The investment of TFFIF includes the acquisition of the initial infrastructure Assets. EXAT will remain the operator of the initial infrastructure assets.

Upon completion of the subscription of the investment units and the registration of the amended registered capital with the Office of the SEC, the MOF may continue to be a unitholder holding at least 10.0% of the total issued units. If subsequently the MOF increases its holding to be more than 10.0% of the total units, the MOF will become a related person of TFFIF in accordance with the Notification of the Office of Securities and Exchange Commission No. Sor Tor. 14/2558 Re: detailed requirements relating to the prevention and management of conflicts of interest (the "Sor Tor.14/2558").

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 on fair and appropriate terms and conditions and in compliance with the conditions and requirements prescribed under Tor Nor. 1/2554, Sor Tor. 14/2558, the Notification of the Capital Market Supervisory Board No. Tor Nor. 45/2561 Re: the offering of

Thailand Future Fund 16 Annual Report 2020 (Form 56- REIT2)

investment units of Thailand Future Fund (the "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 TFFIF under the Sor Tor. 14/2558. However, if the MOF is not an owner, regulator, or has 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.

Furthermore, TFFIF must disclose the related transactions to the SET, as well as in the remarks of the financial statements as audited by TFFIF's auditor, and in the annual report of TFFIF.

15. Environmental Impacts (if any) N/A

16. Risk Factors 16.1 Risks Relating to the Organization, Structure and Management of TFFIF 16.1.1 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. 16.1.2 TFFIF is reliant on EXAT for the operation of the Initial Expressways and the collection and delivery of the Transfer Revenue to TFFIF, including the maintenance of the expressways and the ability to provide services and collect tolls, over which TFFIF will only have limited control. In addition, the amount of Transfer Revenue depends on toll revenue collected from the Initial Expressways, which in turn depends on a variety of factors which are under the control of EXAT such as procedures for and consideration of toll rate adjustment, traffic management and the condition of the Initial Expressways. 16.1.3 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 in accordance with the remaining term of the Revenue Transfer Agreement. At the end of the grant period, if TFFIF does not acquire new assets or other revenue streams, the value of investment units may decrease to nil.

16.1.4 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.

16.1.5 The assumptions in "Profit and Cash Flow Projections of TFFIF and the Auditor's Report" are inherently uncertain, may not actually occur, and subject to significant business, economic, financial, regulatory and competition risks and uncertainties, and the actual results of operations of TFFIF may be materially different from the expectations expressed or implied in the financial projections. 16.1.6 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

Thailand Future Fund 17 Annual Report 2020 (Form 56- REIT2)

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. 16.1.7 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. 16.1.8 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. 16.1.9 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.

16.1.10 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 such circumstance, TFFIF may suffer damage, but is incapable of taking steps under the Revenue Transfer Agreement or exercising its right under relevant law to require EXAT to compensate TFFIF for such damage.

16.1.11 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. 16.1.12 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. 16.1.13 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.

16.1.14 TFFIF's rights and the rights of unitholders to recover claims against the Management Companies and the Fund Supervisor are limited subject to the commitments under (a) the Fund Scheme and (b) the Fund Supervisor Appointment Agreement which have provisions relating to limitation of liabilities of the Management Companies and the Fund Supervisor, as the case may be. 16.1.15 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 assets.

16.2 Risks relating to the Operations of the Initial Expressways 16.2.1 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. 16.2.2 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

Thailand Future Fund 18 Annual Report 2020 (Form 56- REIT2)

EXAT to comply with government policies which require the exemption of toll collection during New Year’s Day and the Thai Songkran festival, or under extraordinary circumstances, and the publication of the new toll rates in the Royal Gazette.

16.2.3 If motorists choose alternative roads or modes of transport, traffic volume on the Initial Expressways may decrease. 16.2.4 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.

16.2.5 The capacity of the Initial Expressways may limit traffic growth. 16.2.6 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. 16.2.7 Traffic forecasts set out in the Prospectus are subject to various and significant uncertainties.

16.2.8 Unforeseen events may disrupt the use of the Initial Expressways. 16.2.9 The insurance coverage for the Initial Expressways may not be sufficient to cover all potential losses.

16.3 Risks relating to EXAT 16.3.1 Toll revenue may be reduced by toll collection leakages or technical failures. 16.3.2 EXAT's operating costs and capital expenditures may increase thus reducing EXAT's cash flows and may materially and adversely impact EXAT's ability to maintain the Initial Expressways, its operations, financial results and position and future prospects. 16.3.3 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, and other creditors of EXAT may make claims against EXAT with respect to the Transfer Revenue, which could have a negative impact on TFFIF.

16.3.4 Construction projects that EXAT undertakes are subject to delays and cost over-runs and motorists may face increased congestion along the Initial Expressways and turn to alternative routes, thus reducing the traffic volume of the Initial Expressways and adversely affecting the Transfer Revenue collected by TFFIF. 16.3.5 EXAT is subject to risks associated with litigation and regulatory proceedings. If EXAT is unsuccessful in its defenses, EXAT may face significant costs defending its rights, its management resources and attention may be diverted, which could have an impact on the Transfer Revenue. 16.3.6 EXAT is subject to risks associated with litigation relating to the transfer of the right to the Transfer Revenue under the Revenue Transfer Agreement. Although the Supreme Administrative Court issued the order with a final effect to sustain the order of the Central Administrative Court to dismiss a claim by the State Enterprise Labor Union of the Expressway Authority of Thailand to revoke the Cabinet's resolution on the fundraising by EXAT through the Revenue Transfer Agreement with TFFIF and to cancel the fundraising

Thailand Future Fund 19 Annual Report 2020 (Form 56- REIT2)

of TFFIF, there may be objections from and applications submitted by third parties and/or creditors of EXAT. 16.3.7 EXAT's operations are partly dependent on the application of technology. If EXAT is not successful in implementing such technologies, there could be an impact on the efficiency of the traffic management. 16.3.8 EXAT is dependent on key management personnel and its Board of Directors, the loss of which could have an adverse impact on EXAT's operations. 16.3.9 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.

16.3.10 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.

16.4 Risks Relating to the Investment Units 16.4.1 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. 16.4.2 No prior market for the investment units exists. 16.4.3 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. 16.4.4 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.

16.4.5 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. 16.4.6 The MOF, whose interests may be different from those of the other unitholders, may exercise its right as the major unitholder. 16.4.7 Unitholders are unable to sell their investment units back to the Management Companies. 16.4.8 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. 16.4.9 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.

16.4.10 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.

16.4.11 There are risks associated with the trading of investment units in case where the investment units may not be traded on the SET. 16.4.12 The ability of unitholders to participate in future rights offerings may be limited. 14) Fund Dissolution 1. Dissolution Events

Thailand Future Fund 20 Annual Report 2020 (Form 56- REIT2)

The Management Companies may dissolve TFFIF upon one of the following events: (1.1) The number of unitholders is less than 35, unless approval from the Office of the SEC is obtained.

(1.2) TFFIF's capital is less than THB 2,000,000,000 (calculating from the par value) as a result of a capital reduction by using proceeds from the disposition of infrastructure assets. (1.3) When the infrastructure assets are disposed and the Management Companies cannot make any further investment to meet the required investment ratio (i.e. no less than THB 1,500,000,000, amounting at least 75% of the total assets) within one year from such disposition.

(1.4) The Office of the SEC orders to revoke its approval for the establishment of fund. (1.5) End of the TFFIF's term (if any), or other events that have been determined in advance. (1.6) TFFIF is unable to appoint a new management company within 90 days from the date on which the resignation of the Management Companies is notified. (1.7) Resolution of the unitholders. (1.8) The Office of the SEC orders the cancellation of TFFIF according to Section 128 of the SEC Act. In case that TFFIF is dissolved due to an event (1.5) above, the Management Companies shall notify the Fund Supervisor, the Office of the SEC, SET, and all Unitholders in writing for at least five business days.

2. Powers of the Office of the SEC The Office of the SEC has the power to revoke approval of the offering if the Office of the SEC considers that there is violation of requirements as prescribed under the Tor Nor. 1/2554. 15) Procedures for Fund Dissolution After TFFIF is dissolved, the Management Companies or the liquidator, as the case may be shall proceed as follows: 1. The Management Companies shall either itself act as a liquidator or appoint another person as prescribed by the Office of the SEC as the fund's liquidator. 2. Upon an appointment of the liquidator, the Management Companies shall deliver and arrange for the Fund Supervisor to deliver to the liquidator TFFIF's accounts and related supporting documents within five business days. 3. The Management Companies shall deliver TFFIF's certified financial statements as at the date of dissolution, audited and reviewed by the auditor and certified by the Management Companies, to the liquidator within 15 Business Days. 4. The liquidator shall dispose of the assets of TFFIF in manner that is in the best interest of TFFIF, pay the debts of TFFIF, collect and distribute money or assets to Unitholders as determined by the Management Companies in proportion to their respective Unitholders according to the Unitholders register book, as well as to do any other necessary acts to complete the liquidation in accordance with the rules, conditions and procedures as prescribed under the Securities Law. 5. After the liquidation is completed, the liquidator shall then apply for dissolution registration, and submit the liquidation results to the Office of the SEC.

Thailand Future Fund 21 Annual Report 2020 (Form 56- REIT2)

16) Financial Phatra Securities Public Company Limited, Finansa Securities Limited and Advisers Krungthai Bank Public Company Limited 17) Fund Kasikornbank Public Company Limited Supervisor 18) Registrar Thailand Securities Depository Company Limited. 19) Auditor EY Office Limited 20) Accounting Financial year of TFFIF shall end on September 30 of each year (which was changed Period from initially December 31 of each year). The first financial year after the change shall be the period beginning from January 1, 2018 to the end of September 30, 2018. 21) Distribution Policy TFFIF has a dividend policy to pay dividend distributions to unitholders at least twice a year if TFFIF has sufficient retained earnings. 1. 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: (a) unrealized 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; (b) 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; (c) capital reserve for repayment of any loan of TFFIF according to the financing policy specified in the Prospectus or notified in advance by the Management Companies to unitholders; and (d) 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 amortized or an unrealized 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. 2. If the TFFIF has retained earnings, TFFIF may pay dividends from such retained earnings. 3. The Management Companies will not pay dividends if TFFIF has accumulated loss. If the criteria for distribution payments are otherwise amended, supplemented, announced, prescribed, instructed, approved and/or relaxed by the Thai SEC, and/or any other competent authority under Thai law, the

Thailand Future Fund 22 Annual Report 2020 (Form 56- REIT2)

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. 22) Schedule and 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 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: 1. publishing in at least one daily newspaper in Thailand; 2. posting such announcement at every office or place of business of the Management Companies; and 3. 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.

Individual Unitholders will benefit from personal income tax exemptions on dividends received from infrastructure funds for a period of ten years from the registration date of such infrastructure funds. The Office of the SEC approved the establishment and management of TFFIF on October 25, 2016 and the initial assets of TFFIF were registered on November 24, 2016. Therefore, as of the date of this Offering Memorandum, individual Unitholders will only benefit from personal income tax exemptions on dividends received from TFFIF for a period of eight years. 23) Procedures for Increasing/ Reducing the Capital 1. Increase of Registered Capital 1.1 Rules and Procedures A capital increase of TFFIF shall proceed as follows and requires an approval from the Office of the SEC. However, a capital increase for offering newly issued units to existing unitholders on pro rata basis (i.e. rights offering) with payment of subscription price does not require approval from the Office of the SEC: (a) a unitholders' resolution is obtained; (b) the increase of capital shall not conflict or be contrary to the Fund Scheme or the Securities Law; (c) in case of an increase of TFFIF's capital by offering units to certain specific unitholders, there shall be no objection from the unitholders holding in aggregate more than 10% of the total units;

Thailand Future Fund 23 Annual Report 2020 (Form 56- REIT2)

(d) approval from the Office of the SEC is obtained, unless the exception is available, such as rights offering, or public offering offered for sale only to the existing unitholders who shall subscribe the units not exceeding their unitholding proportion and such offering must be approved by the unitholders to offer the newly issued units to all existing unitholders equally, provided that such offering shall not be made to the unitholders if such offering will require TFFIF or Management Companies to comply with foreign laws; and (e) in the case of a capital increase for a rights offering, all newly issued units must be offered for sale to the existing unitholders within one year from the unitholders' resolution date; otherwise, a new resolution from the unitholders must be sought. 1.2 Unitholders' Resolution To obtain the unitholders' resolution to increase registered capital by issuing and offering for sale of units, if the resolution is requested by way of circular, the resolution shall be passed by more than 50% of the total number of units of the unitholders with the right to vote. If the resolution is requested by convening the unitholders' meeting, the resolution shall be passed by not less than 75% of the total number of votes of attending unitholders with the right to vote. In addition, in case of an increase of TFFIF's capital by offering units to certain specific unitholders, there shall be no objection from unitholders holding in aggregate more than 10% of the total units. 1.3 Disclosure in the notice convening the Unitholders' Meeting or requesting a resolution from the Unitholders The Management Companies shall ensure that the following information is disclosed in the notice convening the unitholders' meeting or requesting a resolution from the unitholders, as the case may be: 1.3.1 In normal cases: (a) purpose of the capital increase; (b) number of newly issued investment units, offering price, offering procedures, and allocation of investment units; (c) reason as to why the offering price for investors is lower than the price offered to the unitholders or the market price (if any); and (d) the impact on the unitholders or TFFIF as a result of such capital increase, together with information with respect to the price dilution, control or voting right dilution, and others information that could affect the decision of the unitholders; 1.3.2 In addition to the information as set out above, the Management Companies shall ensure that the following information is disclosed in the notice convening the unitholders' meeting or requesting a resolution from the unitholders, as the case may be: (a) features and characteristics of the relevant infrastructure assets; (b) pricing methodology of such infrastructure assets; (c) summary of appraisal report of such infrastructure assets, and the key assumptions thereunder; (d) opinion of the Management Companies with respect to the suitability of such assumptions used in the appraisal;

Thailand Future Fund 24 Annual Report 2020 (Form 56- REIT2)

(e) summary of the key terms and arrangements with respect to the operation or utilization of such infrastructure assets, and relevant other agreements; and (f) financing and any impact on unitholders (if any), e.g. information regarding the source of funds, amount of borrowing, security to be granted by TFFIF, ranks of the lender compared to the unitholders. However, if the Management Companies in good faith and reasonably believe that it is necessary not to disclose certain items above as it may affect benefits of TFFIF and the unitholders as a whole, the Management Companies may provide the reason and necessity of such non-disclosure in such notice, but shall disclose so as soon as such reason and necessity has lapsed without delay. 1.4 Office of the SEC Approval In submitting an application for a capital increase with the Office of the SEC, the Management Companies are required to establish that TFFIF is compliant with the characteristics as required under Tor Nor. 1/2554. Those characteristics are the same requirements as at the time of establishment of TFFIF. Also, the capital increase of TFFIF shall not conflict with the Fund Scheme, the Securities Law, as well as notifications, rules and orders issued by virtue thereof. Moreover, the initial public offering of the units shall be in compliance with Tor Nor. 45/2561. The Management Companies shall act as follows: (a) submit an application for a capital increase with the Office of the SEC together with draft Fund Scheme to be amended, draft prospectus in relation to a new offering, and other relevant documents (if any); and (b) after the Office of the SEC has given the approval, the Management Companies shall offer for sale the newly issued units by delivering, distributing, and procuring the prospectus, and shall register the capital increase of TFFIF under the notification on registration of capital increase of infrastructure fund. Approval of the Office of the SEC with respect to the increase of capital shall expire upon the following events: (a) if the Management Companies fail to commence the offering process for such purpose within one year from the approval date; (b) capital raised from the offering of the investment units, together with those from financing arrangements (if any) is not sufficient to invest in infrastructure assets as approved by the unitholders. In such case, the Management Companies shall return the proceeds, together with any benefit derived thereon, received to the respective subscribers in proportion to the subscription proceeds within 14 days, and inform the Office of the SEC within 15 days, from the last offering date. If failure to return so is caused by the Management Companies' fault, it will result in an interest payment at the rate of 7.5% per annum from the date on which it became due until the full actual payment. After the completion of offering, the Management Companies shall file an application for amendment of TFFIF's Registered Capital with the Office of the SEC within 15 Business Days from the last day of offering period. The newly issued units from the capital increase are also subject to the amendment to the Fund Scheme requirements as set out in the Prospectus and the listing requirements as set out in the Prospectus. 2. Reduction of Capital The Management Companies may only reduce the capital of TFFIF in the following cases:

Thailand Future Fund 25 Annual Report 2020 (Form 56- REIT2)

2.1. The reduction of capital in accordance with plans which are clearly determined in the Fund Scheme. This includes the reduction of capital by proportionately returning proceeds to the unitholders from the excess liquidity derived from TFFIF's cash flow after the payment of dividends paid out of the adjusted net profit of TFFIF and/or from the excess liquidity derived from TFFIF's cash flow which cannot be paid out as dividends. In such cases, the Management Companies shall carry out the reduction of the TFFIF's registered capital, except where there is any necessary cause which the Management Companies have notified in writing or disclosed such necessary cause to the unitholders in advance. The aforementioned reduction of capital can be implemented by the Management Companies without an approval from the unitholders' resolution; 2.2. There is excess liquidity after sales of infrastructure assets and payment of dividends to the unitholders, provided that no retained earnings remain; 2.3. TFFIF incurs non-cash expenses and such expenses need not be included for the calculation of the adjusted net profit of TFFIF 2.4. TFFIF fails to invest pursuant to its additional capital increase for potential investment in infrastructure assets; or 2.5. Other cases as resolved by the unitholders to reduce the capital. The capital reduction pursuant to (2.1), (2.2), (2.3) and (2.4) above need not be passed by a resolution from the unitholders. If the TFFIF fails to invest pursuant to its additional capital increase for potential investment in infrastructure assets, the Management Companies must reduce such capital accordingly without delay. Capital reduction may be made either by way of reducing unit value or unit number. After reduction of capital, the Management Companies shall proportionately return the capital to the unitholders whose names appear on the unitholders register as at the registrar book closure date, without any deduction from the TFFIF's retained earnings. The procedures for requesting for a resolution for a capital reduction of TFFIF from the unitholders shall be in accordance with those as set out in the commitment, as well as the Securities Law which have been set out in the Prospectus. The capital reduction shall also be subject to the amendment to the Fund Scheme requirements as set out in the Prospectus. The Management Companies shall ensure that the following information is disclosed in the notice convening the unitholders' meeting or requesting the resolution from the unitholders, as the case may be: 1. reason of the capital reduction; 2. amount of registered capital and amount of registered capital per unit that will be reduced; and 3. impact on the unitholders or TFFIF as a result of such capital reduction. In accordance with Tor Nor. 1/2554, the Management Companies shall file an application for amendment of TFFIF's registered capital with the Office of the SEC within five Business Days from the date on which the capital is proportionately returned to the unitholders, and shall make a disclosure of each capital decrease on the website of the Management Companies as well as in TFFIF's annual report. 24) Transfer Restrictions

Thailand Future Fund 26 Annual Report 2020 (Form 56- REIT2)

There is no restriction on the transfer of investment units under Thai laws and regulations unless such transfer will lead to a breach of the holding limit of the investment units as set out in the Prospectus. However, in the event that the SEC and/or other competent authority has amended, ordered or granted consent, waiver or approval otherwise, the Management Companies reserve the right to follow the relevant actions as amended, ordered, consented, waived or approved. 25.1 Holding Restrictions Holding restrictions in the Prospectus can be summarized as follows: (1) The Management Companies shall ensure that the allocation of the Units in the Offering and the holding of the Units of each person, including its Persons within the Same Group, thereafter is compliant with the rules and regulations prescribed by the SEC, the Capital Market Supervisory Board, or the Office of the SEC. The Management Companies will follow the provisions prescribed by the SEC or the Office of the SEC (including any amendments thereof) and the Securities Law in considering the identity of the persons within the same group.

(2) Holding Limit

At the Offering, the Management Companies shall allocate no more than one-third of the total number of Investment Units offered for sale to any person (including its Persons within the Same Group) and shall proceed to ensure that the holding of the Units by any person (including its Persons within the Same Group) thereafter shall not exceed one-third of the total number of issued Investment Units except for the following cases:

(a) an allocation of not exceeding 50% of the total number of Investment Units offered for sale to any of the following persons: (1) the Thai Government Pension Fund;

(2) a Provident Fund;

(3) a retail mutual fund;

(4) the Social Security Fund; or

(5) a juristic person established under Thai law which is exempted from corporate income tax payment.

(b) an allocation to an underwriting firm who subscribes for and holds Investment Units pursuant to its commitment under an underwriting agreement whereby such underwriting firm will hold Investment Units in excess of one-third of the total number of Investment Units offered for sale for a period of no more than one year from the subscription date. During such one year, the underwriting firm will be barred from casting votes in respect of the portion exceeding 50% of the total number of Investment Units. Such underwriting firm must not be the Person within the Same Group as a person who will sell, dispose of, transfer, lease or grant a right in Infrastructure Assets to the infrastructure fund. (3) Foreign Limit

No more than 49% of the total number of Investment Units may be allocated to Foreign Investors. The Management Companies reserve the rights to comply with any amendment of the laws that imposes any foreign holding limit to the Fund.

Thailand Future Fund 27 Annual Report 2020 (Form 56- REIT2)

The Management Companies will appoint the Registrar to perform the duties as prescribed in the Fund Scheme and in accordance with Thor Nor. 1/2554 in order to control the holding limit of the Investment Units so to comply with relevant restrictions as applicable.

25) Issuance and Delivery of Statement of Holding Investment Units for TFFIF will be in scripless form. Unitholders may request the registrar and/or the Management Companies to issue the investment units in certificates by submitting the application in the form prescribed by the registrar and/or the Management Companies and in compliance with rules, conditions and procedure prescribed by the registrar and/or the Management Companies. Upon such request being made by the unitholders, the Management Companies and/or the registrar shall arrange to issue the updated certificate of units containing the required and sufficient information for unitholders to use as evidence of their rights and for reference against the Management Companies and other third parties. The Management Companies shall procure that the registrar records in the register of unitholders the name of each subscriber who has been allotted investment units as a unitholder pursuant to information provided by the subscriber in the subscription form upon the full payment of the subscription amount by the subscriber. The registrar will arrange for the investment units to be deposited into a securities trading account of the subscriber (which will have been opened with a broker in advance) or asset account of the subscriber (which will have been opened with a custodian in advance), or with the registrar (deposited with Thailand Securities Depository Company Limited), as notified in the subscription form. 26) Calculation and Announcement of Net Asset Value of the Fund 1. Calculation of Total Assets Value, NAV and Value of Investment Units In calculating the value of investments in the infrastructure assets under items (a), (b), (c) or (d) of the definition of "Infrastructure Assets" pursuant to Tor. Nor. 1/2554, the Management Companies will use the price derived from the most recent appraisal adjusted with the acquisition or disposal of Infrastructure Assets (if any) and amortization 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", 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 TFFIF 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: (a) the NAV shall be calculated and announced with two decimal places in accordance with international standards; (b) 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

Thailand Future Fund 28 Annual Report 2020 (Form 56- REIT2)

the fifth decimal place number). Any benefits derived from the calculation pursuant to the method under (a) and (b) above shall be accumulated as the assets of TFFIF.

The calculation method, period of calculation and announcement of the NAV and value of investment units shall be in accordance with the Prospectus except where the SEC, the Office of the SEC, the Capital Market Supervisory Board, and/or any other competent agencies have amended, modified, announced, required, instructed, approved and/or waived otherwise, the Management Companies shall proceed therewith accordingly as if having been approved by the unitholders. The total assets value, the NAV and value of investment units as announced by the Management Companies are calculated on a basis of the latest appraisal report or appraisal review for determination of the value of the core asset of TFFIF and such value may not be the value of the actual trading of the said core asset. 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 securities law. The Management Companies also need to disclose such information on the SET’s reporting system, 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. 27) Rules and Procedures in case of Incorrect Unit Price If the announced Value of Investment Units are incorrect and such incorrectness is worth less than one satang or is less than 0.05% of the correct value or price, the Management Companies shall proceed as follows: 1. Prepare and submit a report to the Fund Supervisor on the incorrectness within seven business days from the date that the incorrect Value of Investment Units has been discovered. Such report shall at least have the following details: (a) the incorrect value or price of investment units; (b) the correct value or price of investment units; (c) reasons of the incorrect vale or price of investment units; and (d) measures to prevent any incorrect value or price of investment units in case where such incorrectness is not due to external factors which are beyond the control of the Management Companies 2. If the cause of the incorrect value or price of investment units will affect the subsequent calculation of the value or price of investment units, the Management Companies shall correct the value or price of investment units on the date that the incorrectness has been discovered. If the Value of Investment Units is closed incorrectly and the announcement of the Value of Investment Units has already been made, and the incorrectness is worth one satang or more, and is 0.05% or more of the correct value or price, the Management Companies shall comply with the followings:

Thailand Future Fund 29 Annual Report 2020 (Form 56- REIT2)

1. Calculate value or price of investment units from the date on which the incorrect value or price has been discovered until the date on which the value or price of investment units was correct. 2. Carry out the followings only with respect to the date on which the incorrect value or price of investment units amounts to such value or rate: (a) complete a report on the retrospective correct value or price of investment units within one business day following the date on which the Management Companies have discovered the incorrect value or price of investment units, and submit the report to the Fund Supervisor within one business day following the date on which the retrospective calculation of value or price of investment units is complete in order to allow the Fund Supervisor to certify the information in such report within one business day following the date on which the report has been submitted to the Fund Supervisor; (b) the report pursuant to (a) shall have the details pursuant to clause 1 above, mutatis mutandis (c) The amendment to the value or price of investment must be complete on the date that the Fund Supervisor certifies information in the report under (a). 28) Rights of Unitholders 1. Right to Dividend Payment Unitholders whose name appear in the registrar book on the date of registrar book closure for the purpose of dividend payment shall be entitled to receive distributions in the form of dividend payment in accordance with the criteria and method specified in the Fund Scheme. Unitholders or person with the same group of unitholders who hold investment units in excess of the prescribed ratio shall not be entitled to receive dividends with respect to such portion of units held in excess of the ratio. The relevant amount of dividends shall be given to the state whereby all unitholders shall be deemed to acknowledge and consent to such giving. While the Management Companies are proceeding therewith, such dividends shall be segregated from other assets of TFFIF, and shall not be counted in the calculation of the NAV unless and until TFFIF is dissolved. 2. Right to Vote Generally, in obtaining a resolution from the unitholders, the Management Companies shall provide sufficient information for the unitholders' consideration in the notice convening the 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. 3. Right to Receive Proceeds upon Dissolution Unitholders are entitled to receive proceeds upon dissolution of TFFIF. The Management Companies shall appoint a liquidator who is approved by the Office of the SEC. The liquidator shall proceed with the liquidation process in accordance with the criteria and method provided under the Fund Scheme by disposing of assets of TFFIF, paying the debts of TFFIF, and distributing money to unitholders in proportion to their respective unitholders. 4. Right to Transfer Investment Units Unitholders may transfer investment units in accordance with the conditions and criteria provided under the Fund Scheme.

Thailand Future Fund 30 Annual Report 2020 (Form 56- REIT2)

Thailand Future Fund 31