Annual Report 2020 (56-1 One Report) Summary of Specified Items per Form 56-1 One Report Topics Page Part 1: Business and Operating Performance 1. Business Structure and Operating Performance 1.1 Business Policy and Business Overview 17, 33-41 1.2 Nature of Business 42-67 1.3 Investment Structure 68-85 1.4 Authorized Share Capital and Paid-up Share Capital 86 1.5 Other Securities (Debenture) 86-87 1.6 Dividend Policy 87 2. Risk Management 2.1 Risk Policy and Risk Management Plan 88 2.2 Risk Factors 88-92 3. Sustainable Development 3.1 Materiality Issue and Strategy 94-100 3.2 Sustainable Management for Stakeholder in Business Value Chain 101-135 3.3 Sustainable Management for Environment 143-159 3.4 Sustainable Management for Society 136-142 4. Management Discussion and Analysis 4.1 Analysis at Business and Financial Performance 161-170 4.2 Significant Factors that may Impact Future Business and Financial Performance 171-172 4.3 Financial Highlights 172-180 5. General Information and Other Information 5.1 General Information and Reference Persons 182, 185 5.2 Other Information 183-184 5.3 Legal Dispute 186 5.4 Secondary Market N/A 5.5 Financial Institution for Debenture 185 Part 2: Corporate Governance 6. Corporate Governance Policy 6.1 General Policy and Corporate Governance Practice 188-189 6.2 Code of Business Ethics 188 6.3 Key Development of Policy and Corporate Governance in the Year 189-199 7. Corporate Governance Structure and Information of Board of Directors, Sub-committee, Management, Employees and Others 7.1 Corporate Governance Structure Chart 200-201 7.2 Board of Directors 202-206 7.3 Sub-committees 207-208 7.4 Management 209-213 7.5 Employees 119-131, 214 7.6 Other Information 214 8. Corporate Governance Report 8.1 Summary of Board of Directors Performance 21-23, 215-228 8.2 Summary of Audit Committee Performance 24-25 8.3 Summary of Other Sub-committee Performance 26-28 9. Internal Audit and Connected Transaction 9.1 Internal Audit 229-231 9.2 Connected Transaction 232-237 Part 3: Financial Report Financial Report 2020 Attachment Attachment 1 Information of Directors, Management, Controlling Person, Chief Financial Officer, Accounting Controller, Company Secretary Attachment 2 Directors in Subsidiaries Companies Attachment 3 Internal Auditor and Compliance Officer Attachment 4 Assets under Management and Asset Appraisal Attachment 5 Corporate Governance Policy and Practice, and Code of Conduct Attachment 6 Audit Committee Report 40 Years Strong& Beyond 40 Years Strong& Beyond Years 40Strong and Beyond We’ve come a long way … From the first retail project to 34 successful mixed-use projects recognized domestically and globally From a handful of staff to more than 5,000 high-caliber employees From trial and error to adaptation to challenges and pursuit of innovations for sustainable growth From fight for mutual success with business partners to establishment of new businesses catering to the New Normal lifestyle From the position as the Center of Life to delivery of customer- oriented values and society, community and environmental stewardship These speak volumes for Central Pattana’s 40-year commitment to creating a better future for all. Despite challenging changes ahead, many opportunities and success are still within reach if we work together in creating great things for everyone’s brighter and more sustainable future. Positivity PositivityPositivity. Positivity Positivity PositivityOur driving thought Imagining Positivitybetter futures for all Our Positivity belief Positivity 1 Positivity Positivity Positivity Amid the looming COVID-19 around the business partners to reinforce our strengths. world, Central Pattana has turned the Furthermore, we renovated shopping crisis into an opportunity by proactively centers, office buildings and hotels while adjusting strategies to ensure business developing residential projects in prime recovery and growth. We will grow through locations across the country to deliver new mixed-use projects, such as Central the best customer experience today Positivity Ayutthaya, Central Si Racha and Central and always. Positivity Chanthaburi. We also joined forces with Our belief 2 Dynamism Striving for relentless business growth, behavior. Moreover, we developed residential Central Pattana adjusted strategies in projects in better locations and turned response to challenges in the New Normal. a house into more than just a home. We not only adopted innovations to enhance We also created workspace that served management efficiency but also created the new generation’s work styles, such as new business models, such as partnering Common Ground. We introduced new with Grab to offer food delivery services technologies and innovations to deliver new through Central Eats, linking business experience and continue to provide excellent between online and offline channels. service. Furthermore, we kept pursuing We also carved opportunities based on new opportunities to expand investment in new consumer demands for change in shopping businesses and forge long-term growth. Dynamism DynamismDynamism. Dynamism Dynamism DynamismOur driving thought Imagining Dynamismbetter futures for all CustomerCustomer ChampionChampions. Customer Champion CustomerOur driving thought Imagining Championbetter futures for all Our belief 3 Customer Champions In the New Normal, people travel with of employees, customers, retailers and greater caution to shopping centers tenants. Furthermore, we came up with or projects under our management. new business models such as Chat & Shop, In addition, competition and consumer a product-ordering channel on Facebook demand have become more complex and and LINE, to faster and better respond to dynamic. We therefore take seriously value customers’ needs, including the Virtual creation to seamlessly meet consumers’ Showrooms application where customers needs. We also initiated a master plan on can conveniently browse model projects. a safety and cleanliness measure called We are convinced that customers’ needs “Central Hygiene and Safety Master Plan” are the best inspiration for our continuous to minimize the spread of COVID-19 development, resulting in our leadership in all projects and ensure the safety in the business. Our belief 4 Community at Heart Convinced that “the key to sustainable provided additional hygiene measures to growth is to raise the quality of society, ensure their safety. Central Pattana fosters community and the environment all environmental consciousness among together,” in 2020, we took the lead in employees to optimize natural resource supporting micro-business and small consumption, such as saving electricity entrepreneurs, retailers and tenants as and water, promoting waste sorting, and well as aiding society. We offered space avoiding the use of resources that pose to farmers affected by the crisis to sell environmental impacts. their products and earn extra income. Furthermore, we joined partners in These are only a fraction of our commitment regularly donating equipment to support to improving the quality of life for people medical personnel and cooperated with in society and communities and raising the government to curb the outbreaks by the quality of the environment so that allowing office employees to work from we may grow together and jointly create home. For those who still work in offices, we a better future. CommunityCommunity at atHeart Heart. Community at Heart CommunityOur driving thought Imagining at Heartbetter futures for all Contents Chapter 01 Chapter 06 Chapter 11 Vision and Mission 16 Report of the Risk Policy 28 Economic and 42 Committee Industry Overview Chapter 02 Financial Highlights 18 Chapter 07 Chapter 12 Board of Directors 29 Nature of Business and 48 Assets under Management Chapter 03 Message from the Board 20 Chapter 08 of Directors Executive Management 32 Chapter 13 Investment Structure 68 Chapter 04 Chapter 09 Report of the Audit and 24 Key Development 32 Chapter 14 Corporate Governance Committee Revenue Structure 70 Chapter 10 Chapter 05 Awards and Recognition 39 Chapter 15 Report of the Nomination 26 Summary of Associate 71 and Remuneration Committee Companies with Ownership of 10% or More Chapter 16 Chapter 21 Chapter 26 Relationship with the Major 82 Other Information and 181 Report on 215 Shareholder and Shareholders’ Reference Persons Key CG Performance Information Chapter 22 Chapter 27 Chapter 17 Legal Dispute 186 Internal Control 229 Capital Structure and 86 Dividend Policy Chapter 23 Chapter 28 Corporate Governance 187 Connected Transactions 232 Chapter 18 Risk Management 88 Chapter 24 Chapter 29 Organization Chart 200 External Assurance 238 Chapter 19 Statement (Sustainability Index) Sustainable Development 93 Chapter 25 Corporate Governance 202 Chapter 20 Structure Management Discussion 160 and Analysis VisionChapter Mission01 Vision Mission VisionVision and MissionMission Annual Report 2020 (56-1 One Report) Vision and Mission Chapter 01 17 PURPOSE “Imagining Better Futures for All” Vision BELIEFS by four desired behaviors 1. Positivity: We focus on progress and are always optimistic about the future. We truly believe in the power of our expertise to create a better quality of life for everyone. We cherish meaningful relationships, and celebrate them everyday. 2. Dynamism: We lead the way with innovation to improve the world around us and prepare the future. We are pioneering and engaging, empathetic to the needs of others. Providing better opportunities to work, meet, learn and enjoy life with loved ones.