Opinion of the Company on the Tender Offer (Form 250-2)

- Translation - Opinion of the Company on the Tender Offer (Form 250-2)

Of Royal Orchid Hotel (Thailand) Public Company Limited

Tender Offeror

Grande Asset Hotels and Property Public Company Limited

24 May 2018

Opinion of the Company on the Tender Offer (Form 250-2)

May 24, 2018

Dear Shareholders Royal Orchid Hotel (Thailand) Public Company Limited

As Royal Orchid Hotel (Thailand) Public Company Limited (“ROH” or “the Business” or “the Company”) received a copy of the Tender Offer to purchase the securities of the Company (“Form 247-4” or the “Tender Offer”) from Grande Asset Hotels and Property Public Company Limited (the “Tender Offeror” or “GRAND”) as a Tender Offeror on May 3, 2018 the details are as follows:

Number of securities to be Percentage of securities to be purchased1/ Tender Type of Securities purchased Offer Price Total Tender (Share/Unit) Total voting Total paid-up shares of Total voting rights per unit Offer value rights the Company of the Company (Baht)2/ (Baht) Ordinary shares 3/ 29,999,765 29,999,765 32.00 32.00 41.00 1,229,990,365 Preferred shares - - - - - Warrants - - - - - Convertible debentures - - - - - Other securities (if any) - - - - - Total 29,999,765 Total 32.00 Total 1,229,990,365

Remark 1/ The Business has a total of 93,750,000 shares with par value of Baht 10.00 per share 2/ The Offer Price of ROH’s share is 41.00 Baht (Forty one Baht). In addition, shareholders who accept the Tender Offer, are subject to payment of a brokerage fee of 0.25 percent of the Offer Price plus value added tax (“VAT”) of 7 percent of the brokerage fee. Therefore, the net price to be received by the Offeree will be 40.89 Baht (Forty Baht Eighty Nine Satang) per share. 3/ As at the date of submission of the Tender Offer, the Business has a total of 63,750,235 shares representing 68.00 % of total issued and paid-up shares of the Business. Consequence the Tender Offeror shall make a Tender Offer for all remaining 29,999,765 ordinary shares of the Business, representing 32.00% of total issued and paid-up shares of the Business in accordance to the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554. Re:Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers.

The Tender Offer is for 29,999,765 ordinary shares of the Business (Twenty Nine Million Nine Hundred Ninety Nine Thousand Seven Hundred Sixty Five ordinary shares of the Business), representing 32.00% of total issued and paid-up shares of the Business and representing 32.00% of total voting rights of the Company. Grande Asset Hotels and Property Public Company Limited had entered the investment of ordinary shares of

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Royal Orchid Hotel (Thailand) Public Company Limited from its existing shareholders, Starwood Hotels (Thailand) Company Limited (“STARWOOD”) in the number of 41,250,235 shares with the par value of Baht 10.00 per share, equivalent to 44% of the total number of paid-up shares of ROH, at the price of Baht 35.00 per share, totaling of 1,443,758,225.00 Baht and Thai Airways International Public Company Limited (“THAI”) in the number of 22,500,000 shares with the par value of Baht 10.00 per share, equivalent to 24% of the total number of paid-up shares of ROH, at the price of Baht 41.00 per share, totaling of 922,500,000.00 Baht which resulted in the Company holding 63,750,235 shares of ROH in total or equivalent to 68% of the total number of paid-up ROH shares. The Tender Offeror is obliged to make a mandatory Tender Offer for all of the remaining securities of the Business because of holding the shares of ROH more than 50% of the total voting rights, the Tender Offeror is obliged to make a mandatory Tender Offer for all of the remaining securities of the Business in accordance to the Notification of the Capital Market Supervisory Board No. TorChor 12/2554 Re:Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (Board No. TorChor 12/2554). The Tender Offer is for 29,999,765 ordinary shares of the Business, representing 32.00% of total issued and paid-up shares of the Business. The Tender Offer Period will last a total of 45 business days from 8 May 2018 to 10 July 2018, during the office hours of the Tender Offer Agents from 9:00 a.m. to 4:00 p.m. which is the final period that will not be extended. SCB Securities Company Limited as the Tender Offer Agent, will make payment to the Offeree, who does not cancel their acceptance of Tender Offer within the permitted period, on the 2nd business day following the last day of the Tender Offer Period (“Settlement Date”), which is on 12 July 2018 or on the 2nd business day following the last day of the extended Tender Offer Period in case of an extension of the Tender Offer Period. The last day that the Offeree is able to revoke its acceptance of the Tender Offer is the 40th business days of the Offer Period which is at 3 July 2018.The Offeree is able to revoke its acceptance of the Tender Offer at the office of the Tender Offer Agent on any business day between 8 May 2018 and 3 July 2018 inclusive during the hours of 9:00 a.m. to 4:00 p.m., totaling 40 business days.

Such Offer Price is the final offer which shall not be changed, and such Tender Offer Period is the final period which shall not be extended, unless the following conditions arise: 1) The Tender Offeror may reduce the Offer Price or extend the Offer Period in the case of any event or action that occurs during the Offer Period which causes severe damage to the status or assets of the Business 2) The Tender Offeror may change the offer or extend the Offer Period to compete with another Tender Offeror who has submitted a Tender Offer for shares of the Business during the Offer Period.

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The Tender Offeror may cancel the Tender Offer upon the occurrence of one or more of the following events: 1) any event or action occurring after the submission of the Tender Offer to the Office of the Securities and Exchange Commission (the “SEC”) but within the Offer Period which causes or may cause severe damage to the status or the assets of the Business, where such event or action has not result solely from the actions of the Tender Offeror or actions for which the Tender Offeror are responsible; or 2) any action conducted by the Business after the submission of the Tender Offer to the SEC but within the Offer Period which causes or may cause a significant decrease in the value of the Business’s shares; or 3) any action conducted by the Business as defined in the Notification of the Capital markets Supervisory Board No. TorChor.12/2554 Re:Actions exempt of actions that may affect the result of Tender Offer.

1. The status of the Company in respect of past

1.1 Background and Important Development Royal Orchid Hotel (Thailand) Public Company Limited, formerly known as Italthai International Hotel Company Limited, located on No. 2 Captain Bush Lane, Charoenkrung Road, Bangrak Sub-district, Bangrak District, Bangkok, established with a registered capital of 80,000,000 Baht in June 1978 with the objective of running hotel business. Currently, ROH has registered and paid-up capital of 937,500,000 Baht. Royal Orchid Sheraton Hotel & Towers is located on the eastern bank of the Chao Phraya, built in a “Y” shape to give all guestrooms magnificent views of the river. The hotel was officially inaugurated by Her Majesty Queen Sirikit of Thailand on 22 July 1983 as the “Royal Orchid Hotel” In 1985, ROH signed the hotel management contract with Sheraton Overseas Management Corporation and changed the hotel name to Royal Orchid Sheraton Hotel & Towers. ROH listed its securities on the stock exchange of Thailand (“SET”) in July 1989. Acclaimed as the “Best City Resort” in Bangkok, the hotel has a total of 726 spacious guestrooms and suites in the main hotel and the Club floors together with 2 lobby parts for individual travelers and group travelers. Moreover, the hotel has meeting rooms and beautiful ballrooms with modern technology provided especially the Grand ballroom which is acclaimed the most modern ballroom with light, color and sound in Thailand. The Royal Orchid Sheraton Hotel & Towers’ source of business is derived from international tourists, incentives, conventions, meetings, leisure groups and business transients. The hotel introduced The Club concept to its clients in 1986 as executive floors that are a “hotel within a hotel,” offering superior services and facilities plus exclusive lounge acting as a business center and also serving daily breakfast, evening cocktails, and all-day tea & coffee.

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Recreational facilities include 2 outdoor swimming pools, Royal Orchid Mandara Spa, a very modern and well-equipped fitness center, jogging track and tennis court. In addition, a bridge-link connects to River City Shopping Complex, Thailand’s premier Antiques & Arts Centre, and a boat landing gives direct access to river activities and cruises. While the hotel’s shuttle boat will provide guests the convenience to catch the overhead sky train to many of Bangkok’s attractions including MBK Center, Siam Paragon, or Suan Chatuchak (weekend market). The Sheraton Shuttle Boat departs every 30 minutes from 10.00 to 22.00 hrs. on Sunday - Thursday and 10.00 to 23.00 hrs. on Friday - Saturday.

1.2 Nature of Business Business Operation Royal Orchid Hotel (Thailand) Public Company Limited was established to engage in the hotel operations, food & beverage business and also provides related services to facilitate its customer. The hotel is located on the Chao Phraya riverside in Captain Bush Lane, Charoen Krung Road, Bangrak with 726 guest rooms, built in “Y” shape to give all the guestrooms magnificent views of the river.

All the 726 guestrooms from floor 5 to floor 28 are comprised of : Deluxe Riverview Room 324 Rooms Deluxe Premium Riverview Room 240 Rooms Junior Suite 19 Rooms Executive Suite 33 Rooms Club Executive Room 95 Rooms Club Junior Suite 4 Rooms Club Executive Suite 10 Rooms Royal Orchid Presidential Suite 1 Rooms 726 Rooms

The price of each guestroom depends on the season, the type of the room and the agreement between guests and the hotel. Besides the guestrooms, the hotel offers restaurants, bars, ballrooms, business centre, convention center, swimming pools, fitness centre, tennis court, shuttle boat and boat landing to provide the guests with convenience of services.

1.2.1. Revenue Structure The Business’s revenue structure by nature of service and other income are as follows:

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2015 2016 2017

Million Baht % Million Baht % % Million Baht Room 528.00 62.00 543.00 62.90 576.00 64.50 Food & Beverage 287.00 33.70 289.00 33.40 283.00 31.70 Other Minor Departments 36.00 4.30 32.00 3.70 34.00 3.80 Total Revenues 851.00 100.00 864.00 100.00 893.00 100.00

1.2.2. Group Structure

Royal Orchid Hotel (Thailand) Public Company Limited

Thai Royal Orchid Real Estate Co., Ltd. Sheraton Royal Orchid Co., Ltd.

Remark: * At present Sheraton Royal Orchid Co., Ltd. (“SRO”) has not operated any business. After becoming the shareholder and directors of ROH, the Company will consider information of SRO and will propose to the Board of Directors of ROH for consideration accordingly. However, if the action can be made without any conditions, ROH’s directors appointed by the Company will propose to the Board of Directors of ROH to dissolve and liquidate SRO accordingly.

Here is brief information of the subsidiary and related companies: Paid-up Shareholding Company Name Type of Business Capital (%) (Baht Million) Thai Royal Orchid Real Estate Co., Ltd. Lease of land, buildings and equipment for hotel operation 100.00 99.99 Sheraton Royal Orchid Co., Ltd. Holding company which has not operated any business 10.00 51.00

1.3 Shareholding structures List of to 10 shareholders on the latest shareholders’ register book of the Business as of 25 April 2018

No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares) 1. GRAND 63,750,235 68.00 68.00 2. MBKHR 27,998,051 29.86 29.86

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No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares) 3. Mrs. Nijaporn Charanachitta 149,500 0.16 0.16 4. Mr. Meth Chaovirakit 110,000 0.11 0.11 5. Mr. Pisit Pruekpaiboon 109,900 0.11 0.11 6. Miss. Sureeporn Pheungputtakul 63,400 0.07 0.07 7. Mr. Kittichai Sitcharoenkul 54,100 0.06 0.06 8. Mr. Suvit Laohapolwatana 74,000 0.08 0.08 9. Mr. Vichai Chokpataramontri 35,800 0.04 0.04 10. Mrs. Sumalee Boonpotjanasoontorn 35,000 0.04 0.04 Source: The Company

Potential list of shareholders in the event that MBKHR does not sell the Company’s shares but minor shareholders intend to sell the Company’s shares with detail as follows:

No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares)

1 GRAND 65,751,949 70.14% 70.14% 2 MBKHR 27,998,051 29.86% 29.86% Total 93,750,000 100.00% 100.00%

Potential list of shareholders in the event that no one sell the Company’s shares with detail as follows:

No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares)

1 GRAND 63,750,235 68.00% 68.00% 2 MBKHR 27,998,051 29.86% 29.86% 3 Other shareholders 2,001,714 2.14% 2.14% Total 93,750,000 100.00% 100.00%

Potential list of shareholders in the event that MBKHR sell the Company’s shares but minor shareholders do not sell the Company’s shares with detail as follows:

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No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares)

1 GRAND 91,748,286 97.86% 97.86% 2 Other shareholders 2,001,714 2.14% 2.14% Total 93,750,000 100.00% 100.00%

Potential list of shareholders in the event that all shareholders of the Business sell the Company’s shares , the Company’s shares with detail as follow:

No. of Ordinary Percent of paid up Percent of voting No. Name of shareholders Shares capital rights (Shares)

1 GRAND 93,750,000 100.00 100.00 Total 93,750,000 100.00 100.00

1.4 Lists of Board of Directors of ROH The Board of Directors after the completion of the Tender Offer The list of Board of Directors after the completion of the Tender Offer as of 3 May 2018 Name Position 1. Mr. Somchai Bulsook Chairman of the Board of Directors/Independent Director 2. Mr. Suphadej Poonpipat Director 3. Mr. Suvait Theeravachirakul Director 4. Mr. Wichai Thongtang* Director 5. Dr. Bhichit Rattakul* Director 6. Mr. Chainid Adhyanasakul* Director 7. Mr. Vitavas Vibhagool* Director 8. Ms. Wilawun Leongnarktongdee* Director 9. Mr. Pakorn Thavisin Independent Director/Chairman of the Audit Committee 10. Gen. Winit Krachangson Independent Director/Audit Committee 11. Mr. Serm Phenjati Independent Director 12. Mr. Annop Suthakavatin Independent Director/Audit Committee Remark: * Executive appointed by the offeror

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1.5 Financial position and operation results

Statement of financial position 2015 2016 2017 31 March 2018 Lists Baht % Baht % Baht % Baht % million million million million Assets Current assets Cash and cash equivalents 38.85 3.95% 19.39 1.79% 35.08 3.07% 114.87 9.65% Current investments Fixed deposit with banks with 159.00 16.16% 345.00 31.82% 460.00 40.25% 455.00 38.22% maturity over 3 months Trade and other receivables – net 36.68 3.73% 45.50 4.20% 51.56 4.51% 43.24 3.63% Inventories – net 4.41 0.45% 4.34 0.40% 3.97 0.35% 3.23 0.27% Other current assets 15.85 1.61% 12.03 1.11% 14.93 1.31% 16.84 1.41% Total current assets 254.79 25.90% 426.26 39.32% 565.54 49.48% 633.19 53.19% Non-current assets Long-term loan to subsidiary - 0.00% - 0.00% - 0.00% - 0.00% Investments in subsidiaries - 0.00% - 0.00% - 0.00% - 0.00% Property, plant and equipment 640.72 65.13% 593.89 54.78% 539.65 47.22% 531.29 44.63% Intangible assets 8.90 0.90% 7.70 0.71% 7.54 0.66% 7.20 0.60% Deferred tax assets 79.30 8.06% 56.25 5.19% 30.14 2.64% 18.70 1.57% Total non-current assets 728.93 74.10% 657.84 60.68% 577.33 50.52% 557.19 46.81% Total assets 983.72 100.00% 1,084.09 100.00% 1,142.87 100.00% 1,190.38 100.00%

2015 2016 2017 31 March 2018 Lists Baht % Baht % Baht % Baht % million million million million Liabilities Current liabilities Short-term loans from a financial - 0.00% - 0.00% - 0.00% - 0.00% institution Short-term loans from a related party - 0.00% - 0.00% - 0.00% - 0.00% Trade and other payables 129.59 13.17% 135.00 12.45% 159.95 14.00% 154.49 12.98% Dividend payable - 0.00% - 0.00% - 0.00% 110.15 9.25% Current portion of liabilities under 0.82 0.08% 0.87 0.08% - 0.00% - 0.00% financial lease agreement Income tax payable 0.30 0.03% 0.59 0.05% 1.38 0.12% 1.80 0.15% Other current liabilities 38.86 3.95% 30.11 2.78% 15.07 1.32% 13.82 1.16% Total current liabilities 169.56 17.24% 166.58 15.37% 176.40 15.44% 280.26 23.54% Non-current liabilities Provision for long-term employee 48.54 4.93% 50.82 4.69% 56.68 4.96% 58.56 4.92% benefits Long-term loan from a financial - 0.00% - 0.00% - 0.00% - 0.00% institution – net of current portion

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2015 2016 2017 31 March 2018 Lists Baht % Baht % Baht % Baht % million million million million Liabilities under finance lease 0.87 0.09% - 0.00% - 0.00% - 0.00% agreement – net of current portion Other non-current liabilities - 0.00% - 0.00% 1.69 0.15% 1.68 0.14% Total non-current liabilities 49.41 5.02% 50.82 4.69% 58.38 5.11% 60.23 5.06% Total liabilities 218.97 22.26% 217.40 20.05% 234.78 20.54% 340.49 28.60% Shareholders’ equity Registered share capital 937.50 95.30% 937.50 86.48% 937.50 82.03% 937.50 78.76% Issued and fully paid-up share 937.50 95.30% 937.50 86.48% 937.50 82.03% 937.50 1.42% capital Retained earnings (deficit) (182.69) -18.57% (76.40) -7.05% (35.02) -3.06% (93.21) -7.83% Non-controlling interests of the 9.94 1.01% 5.59 0.52% 5.61 0.49% 5.59 0.47% subsidiaries Total shareholders’ equity 764.74 77.74% 866.70 79.95% 908.09 79.46% 849.89 71.40% Total liabilities and shareholders’ 983.72 100.00% 1,084.09 100.00% 1,142.87 100.00% 1,190.38 100.00% equity Source: The Company

Statement of comprehensive income 2015 2016 2017 31 March 2018 Lists Baht % Baht % Baht % Baht % million million million million Revenues Revenues from hotel operations 850.56 99.85% 863.66 99.58% 893.75 99.41% 267.27 99.18% Other revenues 1.30 0.15% 3.63 0.42% 5.31 0.59% 2.20 0.81% Total revenues from sales and 851.86 100.00% 867.30 100.00% 899.05 100.00% 269.47 100.00% services Expenses Cost of sales and services 314.02 36.92% 307.36 35.59% 318.08 35.38% 90.16 33.73% Selling expenses 75.79 8.90% 80.22 9.25% 75.88 8.44% 20.23 7.51% Administrative expenses 257.10 30.18% 255.23 29.43% 257.75 28.67% 73.20 27.16% Depreciation and amortization 99.75 11.71% 92.65 10.68% 91.07 10.13% 21.83 8.10% Total expenses 746.66 87.65% 735.46 84.8% 742.78 82.62% 205.41 76.23% Profit (loss) before finance cost and 105.20 12.35% 131.68 15.20% 156.23 17.38% 64.06 23.77% income tax Finance cost (0.55) -0.06% (0.15) -0.02% (0.04) 0.00% - 0.00% Profit (loss) before income tax 104.65 12.28% 131.68 15.18% 156.23 17.38% 64.06 23.77% Income tax (21.39) -2.51% (25.32) -2.92% (28.88) -3.21% (12.12) -4.50% Profit (loss) for the year 83.26 9.77% 106.36 12.26% 127.34 14.16% 51.95 19.28% Earnings per share (Baht : share) 0.89 1.13 1.36 0.55 Source: The Company

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Cash flow statement Lists 2015 2016 2017 31 March 2017 31 March 2018 Baht million Baht million Baht million Baht million Baht million Cash flows from operating activities 238.71 213.00 242.06 77.02 82.23 Cash flows from investing activities (161.76) (227.07) (141.09) (18.62) (2.44) Cash flows from financing activities (67.97) (5.39) (85.28) (0.24) - Net increase (decrease) in cash and cash equivalents 8.98 (19.46) 15.69 58.16 79.79 Cash and cash equivalents at beginning of year 29.88 38.85 19.99 19.391 35.078 Cash and cash equivalents at end of year 38.85 19.39 35.08 77.55 114.87 Source: The Company

Financial ratios Financial statement of the Company Financial ratios 2015 2016 2017 31 March 2018 Liquidity ratio Current ratio (Times) 1.50 2.56 3.21 2.26 Quick ratio (Times) 1.38 2.46 3.10 2.17 Cash cycle (Times) 1.26 1.27 1.41 1.44 Account Receivable Turnover (Times) 21.00 21.95 20.34 25.37 Average Collection Period (Day) 17.38 16.63 17.94 14.39 Account Payable Period (Times) 12.01 13.28 15.17 18.32 Payable Conversion Period (Day) 30.39 27.49 24.06 19.92 Profitability Ratio Gross Profit Margin (%) 62.98 64.14 64.03 65.73 Net Profit Margin (%) 9.77 12.26 14.16 22.96 Return on Equity (ROE) (%) 11.51 13.04 14.35 23.64 Efficiency Ratio Return on Assets (ROA) (%) 8.67 10.29 11.44 17.81 Return on Fixed Assets (ROFA) (%) 10.71 15.34 20.62 22.19 Asset Turnover Ratio (Times) 0.89 0.84 0.81 0.92 Financial Policy Ratio Debt to Total Asset Ratio (Times) 0.29 0.25 0.26 0.40 Interest Coverage Ratio (Times) 191.43 873.85 3,618.63 N/A Debt Service Coverage - Cash Basis (Times) 1.03 0.90 1.04 8.82 Dividend Payout Ratio (%) N/A N/A 66.25 N/A

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1.6. Analysis of operating results and financial position ▪ Statement of Comprehensive Income Revenue 2015 The Company's revenue from hotel operations was Baht 850.56 million, an increase of Baht 184.67 million or an increase of 27.73% from the previous year. Most of the revenue was from daily revenue from hotel service, food and beverage, and revenue from other departments, such as ballroom rental, shop rental, fitness and laundry service. The main reason for the significant increase in revenue in 2015 was because Thailand had a 20.40% increase in international tourist arrivals this year which made hotel occupancy rate at 71.10% which was significantly higher than the previous year at 53.40% (low rate due to political issues). Although there still were some instable of political issues in this year, travel and hotel business was recovering since the last quarter of 2015 due to the tourism season and the hotel also had clients from MICE (Conferences, Multinational Conferences, Employee Travel Awards, International Meetings And exhibitions) to help increase the overall income. In addition, the Company’s other income from interest income was Baht 1.30 million or 0.15 percent of total revenue. 2016 The Company's revenue from hotel operations was Baht 863.66 million, an increase of Baht 13.10 million or an increase of 1.54% from the previous year. Most of the revenue was from room revenue, food and beverage, and revenue from other departments. This year, there were 32.60 million foreign tourists in Thailand, increased 8.90% from the previous year. The occupancy rate was 74.90%, higher than the previous year at 71.10% of room to all. The main reason of this was from the increased number of foreign tours which leads to an increased in Company’s revenue especially in the first quarter and the last quarter of the year which are the tourism seasons and the conference room used by many customers. Apart from the hotel business, the Company also recorded other income from interest income of Baht 3.63 million or 0.42% of total revenue. 2017 The Company's revenue from hotel operations was Baht 893.75 million, an increase of Baht 30.09 million or an increase of 3.48% from the previous year, this is due to the growth of the tourism industry in Asia. Furthermore, high-tech hotel service industry also benefited from the new marketing policy of TAT which aims to modify the mass market to stimulate and maintain the quality of tourism market of the country to reach its high quality. Overall, the occupancy was 82.40%, higher than last year by 7.60%. Chinese customers still dominate the hotel's customer base in the year 2017. There was a decline in food and beverage revenue from previous year due to the decrease in hiring the conference room and wedding ballroom. The main cause was because it was the year of loss of the greatest of all at the reign of King Rama IX, resulting in no festivity and entertainment during the year. This year, food and beverage sales were down to Baht 283.00 million, decreased by Baht 6 million or 2.00% of the total revenue.

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Apart from income from hotel business, the Company also had other income from interest income of Baht 5.31 million or 0.59% of total revenue. Q1 2018 The Company's revenue from hotel operations was Baht 267.27 million, an increase of Baht 14.81 million or an increase of 5.87% compared to Q1 of the previous year. TAT still be the main influence of the improvement in tourism industry among Asian countries, also customers from China continues to dominate the customer base of hotel industry. Apart from revenue from hotel operations, the Company had other income and interest income of Baht 2.20 million or 0.81% of total revenues.

Expenses 2015 The Company's total expenses were Baht 746.66 million, a decrease of Baht 17.78 million or 2.33% from the previous year. The lower cost was mainly due to the decrease in depreciation and amortization by Baht 94.65 million or 48.69% from the year 2014 to Baht 99.75 million or 11.71% of total revenue. In 2015, the Company has machinery, equipment, furnishings, accessories and some vehicles are fully depreciated but are still in use which lead to the lower depreciation expenses. For core cost expenditures, the trend was increasing in accordance with the increasing revenue because of the increasing number of tourists. The main costs include: (1) Total cost of sales was Baht 314.02 million or 36.92% of total revenues, increased by Baht 27.99 million or 9.79% from the year 2014. (2) Selling expenses were Baht 75.79 million or 8.90% of total revenue, increased by Baht 6.73 million or 9.75% from the year 2014. (3) Administrative expenses were Baht 257.10 million or 30.18% of total revenue, increased by Baht 42.15 million or 19.61% as a result of the new implemented system of Sheraton hotel group. 2016 The Company's total expenses were Baht 735.46 million, a decrease of Baht 11.20 million or 1.50% from the previous year. The main costs include: (1) Total cost of sales was Baht 307.36 million, or 35.59% of total revenue, decreased by Baht 6.66 million or 2.12% from the year 2015. This was mainly due to the decrease in food and beverage costs, decreased by about Baht 8 million from the year 2015. (2) Selling expenses were Baht 80.22 million equivalent to 9.25% of total revenue, increased by Baht 4.43 million or 5.84% from the year 2015. (3) Administrative expenses were Baht 255.23 million or 29.34% of total revenue, decreased by Baht 1.87 million or 0.73% from the previous year. (4) Depreciation and amortization was Baht 92.65 million or 10.68% of total revenue, decreased by Baht 7.10 million or a decrease of 7.12%. The decrease in expenses this year is because the Company’s policy in careful management of the cost of sales and services and administrative expenses. In addition, due to the lower utility cost from purchasing water from outsider because of drought and the reduction of depreciation from fully depreciated assets, the expenses were lower compared to last year, reduced by around Baht 5 million.

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2017 The Company's total expenses were Baht 742.78 million, an increase of Baht 7.32 million or 1.00% from the year 2016. The main costs include: (1) Total cost of sales was Baht 318.08 million, or 35.38% of total revenues which increased by Baht 10.72 million or 3.49% from the year 2016. (2) Selling expenses were Baht 75.88 million, accounting for 8.44% of total revenue which decreased by Baht 4.34 million or 5.41% from the year 2016. (3) Administrative expenses were Baht 257.75 million or 28.67% of total revenue, increased by Baht 2.52 million or 0.99% from the previous year. This was due to higher hotel management fees and better rental income. (4) Depreciation and amortization was of Baht 91.07 million or 10.13% of total revenue which was decreased by Baht 1.58 million or a decrease of 1.70% from the year 2016 Q1 2018 The Company's total expenses were Baht 205.41 million, an increase of Baht 15.63 million or 8.23% compare to Q1 last year. The main costs include: (1) Total cost of sales was Baht 90.16 million or 33.73% of total revenue, increased by Baht 10.69 million or 13.45% compared to the Q1 year 2017. (2) Selling expenses were Baht 20.23 million which decreased by Baht 0.98 million or 4.63% compared to Q1 of 2017. (3) Administrative expenses were Baht 73.20 million, increased by Baht 6.75 million or 10.16% compared to Q1 2017 due to higher hotel management fees and better rental income. (4) Depreciation and amortization was Baht 21.83 million. decreased by Baht 0.83 million or a decrease of 3.66% compare to Q1 2017.

Finance cost Between 2015 and the first quarter of 2018, the Company's financial costs were Baht 0.55 million, Baht 0.15 million, Baht 0.04 million and Baht 0 million, respectively. In 2015-2060, the Company had a tendency to reduce interest expenses by paying back the principal to the financial institutions. In addition, in the first quarter of 2018, the Company had no financial cost because of no debt and no borrowing.

Net Profit 2015 The Company's net profit was Baht 83.26 million or 9.77% of total revenue which increased by Baht 221.49 million or equivalent to 160.23% from the previous year. This was due to the increasing number of tourists from the political situation that has started to stabilize. In addition, the Company was able to reduce its operating costs and finance cost by 2.33% and 83.98% respectively, from 2014. 2016 The Company's net profit was Baht 106.36 million or 12.26% of total revenue which increased by Baht 23.1 million or equivalent to 27.75% from the previous year. This was due to the increasing number of tourists leading to the increase in hotel operating by 1.54%. In addition, the Company was able to reduce its operating costs and finance cost by 1.50% and 72.55% respectively, from 2015.

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2017 The Company's net profit was Baht 127.34 million or 14.16% of total revenue which increased by Baht 20.98 million or equivalent to 19.72% from the previous year. This was due to the increasing number of tourists leading to the increase in hotel operating by 3.48%. Q1 2018 The Company's net profit was Baht 51.95 million, increased by Baht 0.10 million or equivalent to 0.20% compared to Q1 2018. This was due to the increasing of net profit and there was no financial cost because the Company had no loans this period.

▪ Asset As of 31 December 2015 The Company had total assets of Baht 983.7 million, an increase of Baht 46.67 million or an increase of 4.98% from the end of 2014. The significant changes were as the followings. The Company had current assets of Baht 254.79 million which was increased by Baht 143.86 million or 129.69% from the previous year, as a result of the increase in fixed deposit with banks with maturity over 3 months in the form of promissory notes with Thanachart Bank Public Company Limited amounted to Baht 140.00 million or 736.84% coming from the increase in Company's net profit. The Company's trade and other receivables decreased from the previous year by Baht 7.10 million or a decrease of 16.21%. The Company’s non-current assets in the year 2015 amounted to Baht 728.93 million, decreased by Baht 97.20 million or 11.77% from the previous year due to the decrease in net worth of buildings and equipment of Baht 75.67 million or decreased by 10.56% due to depreciation of assets under accounting standards. In addition, the decrease in intangible assets was Baht 2.20 million or a decrease of 19.84%. As of 31 December 2016 The Company had total assets of Baht 1,084.09 million, an increase of Baht 100.37 million or an increase of 10.20% from the end of 2015. The significant changes were as the following. The Company had current assets of Baht 426.26 million which was increased by Baht 171.47 million or 67.30% from the previous year, as a result of the increase in fixed deposit with banks with maturity over 3 months amounted to Baht 186.00 million or an increase of 116.98% from the previous year coming from the increase in Company’s net profit. The Company's trade and other receivables was Bath 45.50 million increased by Baht 8.82 million or an increase of 24.05%. The Company’s non-current assets in the year 2016 amounted to Baht 657.84 million, decreased by Baht 71.09 million or a decrease of 9.75% from the previous year due to the decrease in net worth of buildings and equipment by Baht 46.83 million or decreased by 7.31% due to depreciation of assets under accounting standards. In addition,

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there were the decrease in deferred tax assets of Baht 23.50 million or a decrease of 29.08% and the decrease in intangible assets of Baht 1.20 million or a decrease of 13.45% from the previous year. As of 31 December 2017 The Company had total assets of Baht 1,142.87 million, an increase of Baht 58.77 million or an increase of 5.42% from the end of 2016. The significant changes were as the followings. The Company had current assets of Baht 565.54 million which was increased by Baht 139.28 million or 32.68% from the previous year, as a result of the increase in cash and cash equivalents and fixed deposit with banks with maturity over 3 months amounted to Baht 15.69 million and Bath 115.00 million or an increase of 80.90% and 33.33%, respectively coming from the increase in Company’s net profit. The Company’s non-current assets in the year 2017 amounted to Baht 577.33 million was decreased by Baht 80.51 million or 12.24% from the previous year due to the decrease in net worth of buildings and equipment of Baht 54.24 million or decreased by 9.13% due to depreciation of assets under accounting standards. In addition, there were the decrease in deferred tax assets of Baht 26.10 million or a decrease of 46.40% and the decrease in intangible assets of Baht 0.16 million or a decrease of 2.16%. As of 31 March 2018 The Company had total assets of Baht 1,190.38 million, an increase of Baht 47.51 million or an increase of 11.96% from the end of 2017. The significant changes were as the followings: The Company had current assets of Baht 633.19 million which increased by Baht 67.65 million or 11.96% from the previous year, as a result of the increase in cash and cash equivalents amounted to Baht 79.79 million or 227.47% coming from the Company’s net profit. The Company’s non-current assets in the year 2017 amounted to Baht 577.19 million was slightly decreased by Baht 20.14 million or of 3.49% from the previous year due to the decrease in net worth of buildings and equipment of Baht 8.36 million or decreased by 1.55% due to depreciation of assets under accounting standards. In addition, there were the decrease in deferred tax assets of Baht 11.45 million or a decrease of 37.97% and the decrease in intangible assets was Baht 0.34 million or a decrease of 4.45%.

▪ Liabilities As of 31 December 2015 The Company’s total liabilities of Baht 218.97 million were decreased by Baht 36.59 million or 14.32% compared to the end of 2014, mainly because the Company used cash flow from operations to repay total short-term loans from financial institutions and related companies. Although there was an increase in trade payables and other payables amounted to Baht 32.50 million or 33.48% and an increase in current portion of liabilities under financial lease agreement of Baht 0.08 million or 11.98% from the previous year, in overall, the current liabilities decreased from 2015. Non-current liabilities increased slightly from Baht 46.47 million to Bath

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49.41million or an increase of 6.33% from the previous year mainly due to the increase in provision for long- term employee benefits. As of 31 December 2016 The Company’s total liabilities of Baht 217.40 million were decreased by Baht 1.57 million or 0.72% compared to the end of 2015. This was partly due to the decrease in other current liabilities amounted to Baht 8.75 million or a decrease 22.52%. The current portion of liabilities under financial lease agreement decreased by Baht 0.87 million or 100.00% from the previous year. Although, there were an increase in trade payables and other payables amounted to Baht 5.41 million or an increase of 4.18%, an increase of income tax payable amounted to Bath 0.29 million or an increase 100.23% and an increase of provision for long-term employee benefits amounted to Bath 2.28 million or an increase 4.71% (in accordance with the average time period to pay employee benefits and the average salary increase rate), the decrease of liabilities was higher than the increase, causing the total liabilities in 2016 to decrease.

As of 31 December 2017 The Company’s total liabilities of Baht 234.78 million were increased by Baht 17.38 million or 8.00% compared to the end of 2016, as a result of an increase in trade payables and other payables of Baht 24.95 million or an increase 18.48% from the year 2016 from the increase in advance from customers, an increase in income tax payable of Baht 0.79 million or 133.00%, an increase of non-current liabilities such as long-term employee benefits by Baht 5.86 million or 11.54% (in accordance with the average time period to pay employee benefits and the average salary increase rate), and an increase of other non-current liabilities by Baht 1.69 million or 100%, The increase of liabilities was higher than the decrease, causing the total liabilities in 2017 to increase. As of 31 March 2018 The Company’s total liabilities of Baht 340.49 million were increase by Baht 105.71 million or 45.02% compared to the end of 2017, as a result of a decrease in trade payables and other payables of Baht 5.46 million or a decrease 3.42% from the year 2017, an increase in income tax payable of Baht 0.42 million or an increase of 30.38% from the year 2017 and an increase of long-term employee benefits of Bath 58.56 million or an increase 3.30% from the year 2017 (in accordance with the average time period to pay employee benefits and the average salary increase rate). In addition, as of March 31, 2018, The Company has dividend payable of Baht 110.15 million.

▪ Shareholders’ Equity At the end of the year 2015, 2016, and 2017, the shareholders' equity was Baht 764.74 million, Baht 866.70 million and Baht 908.09 million, respectively. It can be seen that shareholders’ equity was increasing every year from the decrease of retained losses occurred from the increase in profits in 2015, 2016 and 2017

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by Baht 83.26 million, Baht 101.96 million and Baht 41.39 million from the previous year or 12.22%, 13.33% and 4.78%, respectively. On 31 March 2018, the Company has shareholders’ equity of Baht 849.89 million decrease from 2018 by Baht 58.20 million or 6.41% caused by the Company payout dividend to shareholders

▪ Dividend policy The Company has no clear policy to pay dividends.

Liquidity analysis ▪ Cashflow from operating Company’s cashflow from operating at the end of 2015, 2016, and 2017 was Baht 238.71 million, Baht 213.00 million, Baht 242.06 million, respectively. This was mainly due to the operating profit and the addition from depreciation. It could be seen that the company’s liquidity and net cash from operating activities was likely to increase yearly. In addition, company’s cashflow from operating at the end of Q1 2018 was 82.23 million Baht. ▪ Cashflow from investing Company’s cashflow from investing at the end of 2015, 2016, and 2017 was Baht 161.76 million, Baht 227.07 million, and Baht 141.09 million, respectively. Most of the cash flow received was invested in short-term deposits in deposits with maturities of more than 3 months In addition, company’s cashflow from investing at the end of Q1 2018 was Baht 2.44 million. ▪ Cashflow from financing Company’s cashflow from financing at the end of 2015, 2016, and 2017 was Baht 67.97 million, Baht 5.39 million, and Baht 85.28 million, respectively. The Company used cash flow consecutively during the past 3 years by repaying short-term loans from financial institutions and related parties and paying dividend. In addition, company’s cashflow from financing at the end of Q1 2018 was 0 million Baht.

Competitive conditions, the trend of business and the predictions of future performance The overall picture of the hotel and tourism business is important to the revenue for the country. In the year 2017, the tourism business is likely to be relatively good as the tourism situation continues to grow from year 2016 due to the fact that Tourism-related businesses are increasingly providing services to tourists from the support of Thai government. Moreover, Internet access and intermediation have had an impact on this industry continuously increasing the competitiveness of overall market. In the year 2017, foreign tourist revenue was 1.82 trillion Baht, an increase of 11.70 percent from the previous year, with 1.64 trillion Baht from foreign tourists.

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Income from foreign tourists 2013 - 2017

2,100,000 35% 1,824,042 22.69% 1,457,150 1,800,000 1,641,268 1,500,000 25% 1,207,146 1,172,799 1,200,000 12.64% 24.25% 15% 900,000 11.14% 600,000 5% 300,000 -2.85% - -5% 2556 2557 2558 2559 2560

Revenue (Baht million) Percentage change (YOY)

Source: Department of Tourism

Considering the number of tourists, the number of foreign tourists in the year 2016 and 2017 was 32.53 and 35.38 million, an increase by 8.71% and 8.77%YoY, respectively. From the total foreign tourists, Chinese tourists accounted for the largest proportion at 26.92% and 27.71% of the total number of foreign tourists coming to Thailand in 2016 and 2017. In addition, in terms of growth rates of East Asia country, such as Japan, Korea, has an average growth rate of 9.49% for foreign tourists. The details of foreign tourists coming to Thailand in 2016 and 2017 can be summarized as follow:

People Numbers of Foreign Tourits in th year 2016 and 2017 (million) 2,600

2,590 6.51 6.17 2,580 4.72 4.25 9.12 2,570 8.59 8.76 9.81 2,560

2,550 2559 2560

2,540

China Asean East Asia Europe

Source: Department of Tourism

In 2016, there was an expansion of tourist spending which increases overall entrepreneur confidence. As a result, the number of rooms increased by 4.63%, especially for 3-star hotels and small hotels. However, huge investment still remains stable which leads to a higher supply of high-end rooms. For the year 2017, the investment outlook continues to be higher than 2016 at around 6.28%. However, in 2018, the growth of the

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number of rooms in the first three months (January - March) grew only slightly by 0.36% from the end of last year.

Numbers of room (room) between 2015-2018

740,000 727,167 729,776 20% 18.20% 18% 720,000 16% 700,000 14% 680,757 680,000 12% 10% 6.82% 660,000 650,643 8% 640,000 6% 4% 620,000 4.63% 0.36% 2% 600,000 0% 2558 2559 2560 2561

Room (Room) Percentage change (YOY)

Note: The figures for the year 2018 represent as of March 31, 2560. Source: Marketing Research Center for Tourism

Business Trends The Company aims to maintain its market share and hotel first class reputation. Therefore, they always optimize the hotel performance and service by renovating the rooms, including banquet room, catering room, equipment supplies and improve the staff training management. Due to the fact that overall progress of the country, especially the progress of infrastructure and the readiness to support the growth of tourism business are in the positive trend. As a result, the Company has been prepared the facilities, equipment, as well as experienced-staff to make sure that they can support the international conference business which is forecasted to be significantly increased in near future.

Risk factors that may affect the Company's earnings. ▪ The risk of external factors affecting the tourism industry. The important factor that has a direct impact on the tourism business of the country are security status political instability, safety, natural disasters Including situations that affect the health of people in general, and the economic situation inside the country and the world. In addition, the Company's performance which serves business people and tourists will depend on the above factors as well. As a result, the Company has divided its customer base into several groups to diversify the risk that might occur from the business. The Company does not rely on any particular group of customers. The Company believes that the above risk diversification policy will significantly reduce the impact on the Company's operating and earning results. The Company, which is the subordinate of Starwood Hotels, could be enabled to fasten the selling process to its customers with modern hotel booking systems, as well as the hotel's

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distribution and booking center. The Company has a potential to distribute the booking process of the hotel in more than 100 countries around the world which can provide the service information to customers fast, convenient and thorough. ▪ Competition risk Competition in the hotel industry is high and is expected to be higher due to the fact that several hotels are under construction and are ready to be opened in the next 1-2 years. Therefore, the Company always strives to improve its quality and service. For instance, in 2007, the Company started to renovate its hotel rooms and finished in early 2010. In 2009, the Company implemented a waterfront and waterfront improvement project and has been launched since December 2009. The exterior of the hotel has been under renovation since late 2009 and is completed by the end of 2010. In 2011 to 2016, the hotel has renovated its dining room, banquet hall, club lounge, changing of hotel's cooling system, Improve WIFI system in guest rooms, as well as provide equipment to enhance the efficiency of work and service. ▪ The risk of lack of internal control Considering the hotel business, the Company uses the internal control system of Starwood Hotels & Resorts, which has well-experienced in global hotel management and also monitored regularly, to identify the risk factors in the internal control to the management to correct and monitor accordingly. Moreover, the Company has an Audit Committee that oversees the business and responsible for reviewing the accounting information which ensures that the company risk management is a result of the laxity of internal control as well.

2. Opinion on the accuracy of the Business’s information contained in the Tender Offer statement. The Company’s Board of Directors views that all information relevant to the Company as shown in the Tender Offer (Form 247-4) as the Company received on May 3, 2018 and its updated documents are accurate.

3. Relationship between the Tender Offeror and the Business, Major Shareholders or Directors of the Business

3.1. Shareholding, whether direct or indirect, by the Tender Offeror or the authorized persons in the Business (in case that the Tender Offeror is corporate) or major shareholders of the Business (in case that the major shareholders of the Company are corporate): As at 25 April 2018 the Offeror have total of 63,750,235 ordinary shares of the Business, representing 68.00 % of total issued and paid-up shares of the Business

3.2. Shareholding, whether direct or indirect, by the Business, major shareholders or directors of the Business in the Tender Offeror (in case the Tender Offeror is a juristic person): - None –

3.3. Other relationships: - None -

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3.4. Summarize the material information of any contract/agreement/memorandum of understanding, entered into by the Tender Offeror or the related parties prior to making the Tender Offer for the purpose of acquiring securities of the Business, regardless of whether or not such contract/agreement/memorandum of understanding is entered into for the tender of securities in the Tender Offer.

Contract Securities Sale and Purchase Agreement of Royal Orchid Hotel (Thailand) Public Company Limited Parties Purchaser: Grande Asset Hotels and Property Public Company Limited Seller: Starwood Hotels (Thailand) Co., Ltd. Date of Contract 27 January 2017 Date of Sale of Securities 25 April 2018 Sale Securities Ordinary share of 41,250,235 shares, equivalent to 44.00% of the total number of paid-up shares of ROH Purchase Price 35.00 Baht per share, totaling of 1,443,758,225.00 Baht Pre-closing undertakings GRAND had made a deposit of Baht 144.38 million ( 10.00% of the transaction size) to STARWOOD which shall be returned, only, if STARWOOD does not comply with the agreement Post-closing undertakings GRAND shall ensure that the directors nominated by GRAND are appointed to replace the directors nominated by STARWOOD within 15 days from the date of completion of the sale and purchase of shares. STARWOOD shall, upon GRAND’s request, provide cooperation in the appointment of a) the directors nominated by GRAND to ensure that the persons nominated by GRAND could become directors in replacement of the directors nominated by STARWOOD, and b) the directors nominated by GRAND to replace the directors nominated by THAI1/ remark 1/ The Board of Directors of ROH consists of three directors nominated by STARWOOD, two directors nominated by THAI and two directors nominated by MBK Hotels and Resorts Co., Ltd. Therefore, after GRAND becomes the shareholder of ROH, it will nominate five persons as the directors of ROH

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Pre-closing undertakings GRAND had made a deposit of Baht 10.00 million with THAI. Which shall be return once THAI transfer ROH share to GRAND. However, if ROH shares cannot be transferred to GRAND due to any mistake did not caused by GRAND, THAI shall return this deposit too Post-closing undertakings None

4. Opinion of the Business’s Board of Directors to the securities holders 4.1. Reasons to accept and/or reject the Tender Offer The Board of Directors meeting No.4/2018, held on 8 May 2018, considered the Tender Offer of the Tender Offeror which 11 directors of the total 12 directors attending the meeting (5 directors have conflict of interest who did not comment and have no right to vote this meeting) with details as follow:

Name Position 1. Mr. Somchai Bulsook Chairman of the Board of Directors/Independent Director 2. Mr. Suphadej Poonpipat1/ Director 3. Mr. Suvait Theeravachirakul Director 4. Mr. Wichai Thongtang2/ Director 5.Dr. Bhichit Rattakul2/ Director 6 Mr. Chainid Adhyanasakul.2/ Director 7. Mr. Vitavas Vibhagool 2/ Director 8. Ms. Wilawun Leongnarktongdee 2/ Director 9. Mr. Pakorn Thavisin Independent Director/Chairman of the Audit Committee 10. Gen. Winit Krachangson Independent Director/Audit Committee 11. Mr. Serm Phenjati Independent Director 12. Mr. Annop Suthakavatin Independent Director/Audit Committee Remark: 1/ Director who did not attend this meeting. 2/ Directors with controlling interest who did not comment and vote in this meeting.

The Company’s Board of Directors who have no controlling interest considering the reasonableness of the Tender Offer Price and information agree with the Independent Financial Advisor (the Independent Financial Advisor is a non-controlling company who has expertise and experience in providing an opinion on this issue). This transaction was unanimously resolved that the shareholders should reject this Tender Offer with the reasons as follow: The Tender Offer for all securities of the Business proposed the Offer Price of Baht 41.00 per share is lower than the appropriate according to the Discounted Cash Flow Approach which is opined to be the most appropriate in evaluating the shares of ROH according to the IFA because of its ability to reflect the operation and profit generation in the future under current economic situation and future operating performance

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assumptions of the Company. The calculated price range of ordinary shares is between Baht 43.32 – 47.03 per share. Therefore, IFA views that the Tender Offer price at Baht 41.00 per share is lower than the appropriate price which is inappropriate. The opinion of the Board of Directors is intended to constitute part of the information that the shareholders should consider. It is highly advisable that all individual shareholders consider all the relevant information including but not limited to the opinion of the IFA. The liquidity or trading volume of the Company's shares on SET. The final decision whether to accept or reject the Tender Offer shall rest solely with the shareholders’ discretion.

4.2. Opinion and reasons of the individual directors and the number of shares held by them (Only in case where the opinion in 4.1 is not unanimous) - None - Due to the opinion in 4.1 is unanimous

4.3. Benefits or impacts from the plans and policies indicated in the Tender Offer and viability of such plans and policies

4.3.1. The status of the Business According to Form 247-4, the Tender Offeror has no intention to sell or transfer securities of the Business received from this Tender Offer to other persons during the period of 12 months from the last day of the Offer Period. Opinion of the Board of Directors of the Company The Board of Directors agrees with the Independent Financial Advisor that after the Tender Offer, the Tender Offeror has clear policy to remain the company status as a listed company in SET so that minor shareholders of the Company will not be affected and can continue trading shares of the Company in SET as usual after 12 months from the last day of the Offer Period. However, the Tender Offeror intends to delist the company from the SET. Especially providing that MBKHR decides to sell all of its shares equaling to 29.85% of total issued and paid-up shares (during the Offer Period or after the Offer Period), The Tender Offeror will hold the Company’s share totaling of 97.86% of total issued and paid-up shares compared to minor shareholders who holds 2.14% of total issued and paid-up shares (in the event that there are no others intend to sell the securities). The result will disqualify the Company from maintaining company’s operation on the SET according to the condition of maintaining a status of listing company in the issued of Free Float which is the current problem of the Securities, so the chance of delisting decision is high. In addition, the Tender Offer can delist the Company from the SET suddenly because of having absolute power (Normally, the permission to delist the company needs the votes 3 out of 4 from total paid-up shares of the Company and no disagreeing shareholders more than 10% of total paid-up capital of the Company). The Tender Offer or any other person that the company

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set also need to make Tender Offer again after the decision to delist the Company to give opportunity to the Company’s shareholders to sell their securities.

4.3.2. Policies and plans of business operations The Tender Offeror has no intention to change objectives strategies, operating plan and business plan of the Business. Moreover, the current executive committee and management as of 8 May 2018 are as follows.

No. Name Position 1. Mr. Chainid Adhyanasakul* Chairman of the Executive Committee 2. Mr. Vitavas Vibhagool* Executive Director 3. Ms. Wilawun Leongnarktongdee* Executive Director 4. Mr. Suvait Theeravachirakul Executive Director 5. Mr. Serm Phenjati Executive Director 6. Mr. Michael Schlueter General Manager 7. Mr. Joon Kwan Park Hotel Manager 8. Mr. Nutthanont Arya Director of Finance 9. Mr. Ditbordee Direkvathana Director of Human Resources 10. Ms. Darunee Sae - Tier Director of Rooms 11. Mr. Veera Wilamart Director of Engineer 12. Mr. Trixie Liane Scully Director of Sales & Marketing Remark: * Executive appointed by the Tender offeror

Currently, the Tender Offeror send the Tender Offeror's representative to be the additional 3 Executive Directors, namely, Mr. Chainid Adhyanasakul, Mr. Vitavas Vibhagool and Miss Wilawun Leongnarktongdee. However, the Offeror may change the management at the end of the tender offer period which the Offeror will take into account the necessity and reasonableness. In addition, the Company has hired the Sheraton Overseas Management Corporation (the United States) as the hotel management. The Offeror has no policy to change the manager before the end of the contract in 2022.

Opinion of the Board of Directors of the Company The Board of Directors agrees with the Independent Financial Advisor that The Tender Offeror is unlikely to change its policy and business plan for the 12-month from the Closing date as disclosed in Form 247-4. However, the Tender Offeror may change its policy or management plans of business operations for the Company in the future. However, the Board of directors cannot state on the future main change in policies and plans of business operations in the future.

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4.3.3. Dividend Policy The Tender Offeror does not intend to change the current dividend payment policy of ROH within 12 months from the closing of the Tender Offer. Nevertheless, if necessary or if there are any significant changes in the financial performance, the business environment, or any other events affecting ROH, the dividend policy of ROH may be adjusted in the future to optimize ROH’s financial standing and performance, or to increase efficiency and utilize ROH’s competitive advantages. Moreover, in the event that the Company has financial liquidity and excess working capital, the Company might purpose dividend payment policy to Board of Directors’ meeting and/or Shareholders’ meeting in future.

Opinion of the Board of Directors of the Company The Board of Directors agrees with the Independent Financial Advisor that if there are no significant changes in the Company during 12 months, the Company is likely to has the same dividend policy according to the Form 247-4. However, with the renovation plan in 2019 in the amount of 940.20 million Baht, IFA forecasted loss in operation in 2019 which could affect the ability to pay dividend.

4.3.4. Plan to sell shares of the business According to Form 247-4, the Tender Offeror has no intention to either sell or transfer the issued share. However, if the Tender Offer, is successful the Offerors, including the major shareholders of the offeror such as Metro Premier Holding Company Limited, Property Perfect Public Company Limited, and Thai Property Public Company Limited, may float some shares for restructuring and in order to meet the Free Float requirements but will maintain more than 50.00% stake in ROH. In the event of changing decisions, the Tender Offeror will further perform appropriate actions to highly benefit the Company and will notice shareholders and investors through the SET onward.

In addition, if the major shareholders of the offeror change their shareholding stake which cause chain principle to the company, the major shareholders of the offeror will comply with all related SET and SEC rules and regulations

Opinion of the Board of Directors of the Company The Company’s shareholders may be affected from the change in the Company’s major shareholders because the Tender Offeror has intention to either sell or transfer the issued share capital of the Company to others. However, if the Tender Offeror sells its shares to the public, the Company may not face with the problem that the Company does not comply with the regulations of the SET in the issue of Free Float which requires a company to maintain not less than 150 minority shareholders, whose shares in aggregate shall be not less than 15 % of the total issued shares of the listed company. However, if the company cannot comply with requirement, company will not be charged the additional fee. In this case, the Tender Offeror seems to solve the Free Float

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problem by using 1st method from 4 methods 1) selling the holding shares to the public 2) Public offering (“PO”) 3) Delisting 4) paying fee to the SET which is the current method of the Company.

4.3.5. Changes in the Board of Directors According to Form 247-4, After the completion of the Tender Offer, the Offerors may make changes to the Board of Directors as deemed appropriate, such as any resignation or retirement by rotation of any board members or appointment of additional board members. Should there be any such changes in the board of directors’ composition, the Offerors will take appropriate actions in conforming to ROH’s Articles of Association and/or applicable laws including informing all shareholders through SET Portal. Opinion of the Board of Directors of the Company The Board of Directors agrees with the Independent Financial Advisor that the Tender Offeror has not disclosed the agreement between the Tender Offeror and MBKHR (Shareholder Agreement) especially in the nomination directors. Therefore, if the Tender Offeror has no agreement with MBKHR from the current shareholding of the Tender Offeror (68.00%), the Tender Offeror will have the right to nominate 4 out of 5 directors (requires the nominated board of directors should have the minimum of 5 persons). The Company's regulations state that the shareholders' meeting appoints the directors by the majority According to the rules and procedures set out in the Articles of Association of the Company, including the assigned one vote per shareholding and the person gained the highest vote is the appointed person. The elected directors equal number of directors to be appointed or elected at that time. The Company's regulations state that the shareholders' meeting appoints the Directors by the majority According to the rules and procedures set out in the Articles of Association of the Company, including the assigned one vote per shareholding and the person gained the highest vote is the appointed person, In addition, the Board of Directors meeting No. 3/2018, held on 3 May 2018, passed a resolution to appoint Mr. Wichai Thongtang, Dr. Bhichit Rattakul, Mr. Chainid Adhyanasakul, Mr. Vitavas Vibhagool, and Ms. Wilawun Leongnarktongdee as directors of the Company, replacing directors who have resigned, namely Mrs. Christina Shui-Yin Chan, Mr. Karl Ashley Hudson, Mr. Sanjay Malhotra, Mr. Narongchai Wongthanavimok, and Mr. Krittaphon Chantailitanon. The appointment of directors shall be effective from 3 May 2018 with the details as follow: The Board of Directors before the The Board of Directors after the Position submission of the Tender Offer completion of the Tender Offer 1. Mr. Somchai Bulsook 1. Mr. Somchai Bulsook Chairman of the Board of Directors/Independent Director 2. Mr. Suphadej Poonpipat 2. Mr. Suphadej Poonpipat Director 3. Mr. Suvait Theeravachirakul 3. Mr. Suvait Theeravachirakul Director 4. Mrs. Christina Shui-Yin Chan 4. Mr. Wichai Thongtang* Director 5. Mr. Karl Ashley Hudson 5. Dr. Bhichit Rattakul* Director 6. Mr. Sanjay Malhotr 6. Mr. Chainid Adhyanasakul* Director

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The Board of Directors before the The Board of Directors after the Position submission of the Tender Offer completion of the Tender Offer 7. Mr. Narongchai Wongthanavimok 7. Mr. Vitavas Vibhagool* Director 8. Mr. Krittaphon Chantalitanon 8. Ms. Wilawun Leongnarktongdee* Director 9. Mr. Pakorn Thavisin 9. Mr. Pakorn Thavisin Independent Director/Chairman of the Audit Committee 10. Gen. Winit Krachangson 10. Gen. Winit Krachangson Independent Director/Audit Committee 11. Mr. Serm Phenjati 11. Mr. Serm Phenjati Independent Director 12. Mr. Annop Suthakavatin 12. Mr. Annop Suthakavatin Independent Director/Audit Committee Remark: * Appointed by the Tender Offeror

4.3.6. Related Party Transaction According to Form 247-4, At present, ROH has no transaction with the Tender Offeror. However, the related party transaction may occur as the offeror and the company have similar business if there will be any related party transactions in the future, these transactions are expected to be similar to those of normal business, transactions for supporting the Company’s operation and developing the Business or financial supporting between the Tender Offeror, the Company and the related parties. These transactions are expected to be appropriate with specific conditions as in the same respect of doing the transaction with unrelated parties and being in compliance with the rules and regulations of the SET, the SEC and the Capital Market Supervisory Board. In addition, the offeror cannot estimate the size of the possible related parties transaction since there is still uncertainty on the possible future related parties transaction In addition, the Tender Offeror should make the future related transaction to be similar to those of normal business transaction in accordance with the financial status of the Tender Offeror and the Company by considering the appropriateness and laws, rules and regulations imposed by the SET, the SEC and the Capital Market Supervisory Board.

Opinion of the Board of Directors of the Company The Board of Directors of the Company agrees with the Independent Financial Advisor that the Tender Offeror shares the same view with the Company so that there is the possibility for the occurrence of related transactions which was disclosed in the Form 247-4. Nonetheless, the Company believe that as long as there is no change in the current Board of Directors, especially the Independent Committee and Audit Committee, the future related transactions shall be considered with care and cautiousness to ensure that the transaction is in accordance with the arm’s length transaction, no benefit transferring and no special conditions or rights according to the rules and regulations imposed by the SET and the SEC in order to prevent conflict of interest and maintain good corporate governance for the transparency and effectiveness in business operations.

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4.4. Additional opinions of the Board of Directors (for delisting Tender Offer only)

4.4.1. Benefit and impact to Shareholders who reject the offer (only for the case that the Tender Offer is for delisting)

- none – Because this Tender Offer is not the Tender Offer for delisting

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